0000049279-19-000011.txt : 20191024 0000049279-19-000011.hdr.sgml : 20191024 20191024125433 ACCESSION NUMBER: 0000049279-19-000011 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20191024 DATE AS OF CHANGE: 20191024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUSKY ENERGY INC CENTRAL INDEX KEY: 0000049279 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04307 FILM NUMBER: 191165788 BUSINESS ADDRESS: STREET 1: 707 EIGHTH AVE STREET 2: PO BOX 6525 STATION D CITY: CALGARY ALBERTA STATE: A0 ZIP: T2P 1H5 BUSINESS PHONE: 4032986111 MAIL ADDRESS: STREET 1: 707 EIGHTH AVE STREET 2: PO BOX 6525 STATION D CITY: CALGARY ALBERTA STATE: A0 ZIP: T2P 1H5 FORMER COMPANY: FORMER CONFORMED NAME: HUSKY OIL LTD DATE OF NAME CHANGE: 20010509 FORMER COMPANY: FORMER CONFORMED NAME: HUSKY OIL CANADA LTD DATE OF NAME CHANGE: 19681205 6-K 1 q32019-6kform.htm 6-K Exhibit
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of October 2019
Commission File Number: 001-04307
Husky Energy Inc.
(Exact name of registrant as specified in its charter)
707 - 8th Avenue S.W., Calgary, Alberta, Canada T2P 1H5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F                  Form 40-F   X  
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Form 6-K Exhibit Index
Exhibit     Description of Exhibit    
99.1Husky Energy Inc. press release, issued October 24, 2019, announcing its earnings for the period ended September 30, 2019.
99.2Interim financial statements for the period ended September 30, 2019.
99.3Interim MD&A for the period ended September 30, 2019.
Exhibit 99.2 (interim financial statements for the period ended September 30, 2019) and Exhibit 99.3 (interim MD&A for the period ended September 30, 2019), to this report on Form 6-K shall be deemed to be incorporated by reference into Husky Energy Inc.’s Registration Statements on Form F-10 (File No. 333-222652) and on Form S-8 (File No. 333-187135) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
HUSKY ENERGY INC.
 
 
 
 
 
By:
/s/ James D. Girgulis
 
 
James D. Girgulis
 
 
Senior Vice President,
Date:
October 24, 2019
 
General Counsel & Secretary

EX-99.1 2 q32019husky-newsrelease.htm EXHIBIT 99.1 Exhibit


huskylogoblackvectora02.jpg
Husky Energy Reports Third Quarter 2019 Results
This news release contains references to the non-GAAP financial measures “funds from operations”, “free cash flow”, “operating margin”, “net debt”, “net debt to trailing funds from operations”, “operating netback” and “EBITDA”. Please refer to “Non-GAAP measures” at the end of this news release.
Husky Energy continued to execute its 2019 business plan in the third quarter, with the delivery of all planned milestones in the Integrated Corridor and Offshore businesses.
Funds from operations were $1 billion, compared to $1.3 billion in the third quarter of 2018. Net earnings were $273 million. Cash flow from operating activities, including changes in non-cash working capital, was $800 million, compared to $1.3 billion in the third quarter of 2018. The reductions in funds from operations and net earnings include impacts from lower crude oil prices and lower U.S. refining margins.
“We achieved all of the milestones for the third quarter as set out at Investor Day in May, and remain on track for the rest of the year,” said CEO Rob Peabody. “We also saw our work to enhance process safety translate to improved reliability across the business.”
“In the Integrated Corridor, we started up our latest 10,000 barrel-per-day Saskatchewan thermal bitumen project at Dee Valley, which has already reached its nameplate capacity. We began the final tie-in of the Lima Refinery crude oil flexibility project, received permits to commence the Superior Refinery rebuild, and reached an agreement to sell the Prince George Refinery.”
In the Offshore business, the SeaRose floating production, storage and offloading (FPSO) vessel is back up to full rates, the Liuhua 29-1 project in China is 65% complete, and the West White Rose Project is now 52% complete.
In line with the reduced capital program set out at Investor Day in May 2019, earlier this week Husky took steps to further align its organization and workforce.
THIRD QUARTER HIGHLIGHTS
Funds from operations of $1 billion, compared to $1.3 billion in the year-ago period
Cash flow from operating activities of $800 million, compared to $1.3 billion in the third quarter of 2018
Net earnings of $273 million, compared to net earnings of $545 million in Q3 2018
Capital spending of $868 million was directed towards advancing the Saskatchewan thermal portfolio, the Lima crude oil flexibility project, and progressing construction of the Liuhua 29-1 field offshore China and the West White Rose Project in the Atlantic region. Capital expenditure guidance for 2019 remains unchanged at $3.3-$3.5 billion
Free cash flow, before dividends, of $153 million
Successful startup of the 10,000 barrel-per-day Dee Valley thermal bitumen project, which came in ahead of schedule and under budget
Overall Upstream production averaged 294,800 barrels of oil equivalent per day (boe/day), which takes into account the return to full production at the White Rose field in the Atlantic region, mandated production quotas in Alberta and maintenance at the Liwan Gas Project and the BD Project in the Asia Pacific region; production was approximately 310,000 boe/day at end of the third quarter
Downstream throughput of 356,400 barrels per day (bbls/day), compared to 350,600 bbls/day in the third quarter of 2018
Construction commenced on the Superior Refinery rebuild project; full operations expected to resume in 2021
Reached an agreement to sell the Prince George Refinery for $215 million in cash plus a closing adjustment for working capital, and a contingent payment of up to $60 million over two years; sale is expected to close in the fourth quarter of 2019 subject to closing conditions

1 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



 
Three months ended
 
Nine months ended
 
Sept. 30
June 30
Sept. 30
 
Sept. 30
Sept. 30
 
2019
2019
2018
 
2019
2018
Upstream production, before royalties
 
 
 
 
 
 
       Total equivalent production (mboe/day)
295
268
297
 
283
298
       Crude oil and natural gas liquids (mbbls/day)
211
189
210
 
200
215
       Natural gas (mmcf/day)
503
475
520
 
498
497
Upgrader and refinery throughput (mbbls/day)
356
340
351
 
343
368
Revenue, net of royalties ($mm)
5,313
5,303
6,194
 
15,190
17,260
Operating Margin1 ($mm)
976
942
1,414
 
3,090
3,910
Integrated Corridor
710
703
1,028
 
2,356
2,774
Offshore
266
239
386
 
734
1,136
Funds from operations1 ($mm)
1,021
802
1,318
 
2,782
3,421
Per common share - Basic ($/share)
1.02
0.80
1.31
 
2.77
3.40
Cash flow - operating activities ($mm)
800
760
1,283
 
2,105
2,821
Capital expenditures ($mm)
868
858
968
 
2,538
2,313
Free cash flow1 ($mm)
153
(56)
350
 
244
1,108
Net earnings ($mm)
273
370
545
 
971
1,241
Per common share - Basic ($/share)
0.26
0.36
0.53
 
0.94
1.21
Net debt1 ($ billions)
3.9
3.7
2.6
 
3.9
2.6
Net debt to trailing funds from operations1 (times)
1.1
1.0
0.6
 
1.1
0.6
1Non-GAAP measure; refer to advisory.
THIRD QUARTER RESULTS
Upstream production averaged 294,800 boe/day, compared to 296,700 boe/day in the third quarter of 2018, which takes into account the start up of the 10,000 bbls/day Dee Valley thermal bitumen project in Saskatchewan and return to full production at the White Rose field in the Atlantic region, partially offset by ongoing mandated production quotas in Alberta and maintenance at Liwan and the BD Project.
Average realized pricing for Upstream production was $47.54 per boe compared to $50.44 per boe in the same period in 2018. Realized pricing for oil and liquids averaged $53.46 per barrel compared to $56.02 per barrel in the year-ago period, and natural gas pricing averaged $5.44 per thousand cubic feet (mcf), compared to $6.15 per mcf in Q3 2018. Upstream operating costs were $14.83 per boe compared to $14.68 per boe in the third quarter of 2018, reflecting lower production in the Atlantic region and maintenance at Liwan and the BD Project.
Upstream operating netbacks averaged $29.31 per boe compared to $31.30 per boe in the year-ago period.
Upgrader and refinery throughput was 356,400 bbls/day, compared to 350,600 bbls/day in the same period in 2018. This reflects strong performance at the Lima Refinery, which averaged 174,300 bbls/day in the third quarter.
The average realized U.S. refining and marketing margin was $12.17 US per barrel of crude oil throughput, which reflects an unfavourable first-in, first-out (FIFO) pre-tax inventory valuation adjustment of $0.13 US per barrel. This compared to $17.52 US per barrel a year ago, which included an unfavourable FIFO pre-tax inventory valuation adjustment of $0.35 US per barrel.
The Upgrader realized margin was $15.01 per barrel compared to $29.19 per barrel in the same period in 2018, which takes into account lower upgrading differentials.
Net earnings in the Infrastructure and Marketing segment were $34 million compared to $149 million in Q3 2018, due to tighter location pricing differentials.
Husky has already achieved most of its planned 2019 operational milestones and is making strong progress on its 2020 targets.

2 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



NEAR & MID-TERM MILESTONES
2019
Capacity
(Husky W.I.)
Timing/
Completion
Status
Turnarounds
 
 
 
   Upstream
 
Q2 ’19
Completed
   Downstream
 
Q2 ’19
Completed
White Rose infill production wells online
+6-8,000 bbls/day
Q2 ’19
Completed
White Rose drill centres on full production
 
Q3 ’19
Completed
Dee Valley thermal project
10,000 bbls/day
Q3 ’19
Completed
Liuhua 29-1 initial pipeline laying
 
Q3 ’19
Completed
Lima Refinery crude oil flexibility project
40,000 bbls/day
~YE ’19
95% complete
Prince George Refinery sale
 
Q4 ’19
Announced
Strategic review of fuels/retail business
 
’19
In progress
2020+
Capacity
(Husky W.I.)
Timing/
Completion
Status
Lloyd Upgrader diesel capacity increase
 6,000 -> 9,800 bbls/day
’20
45% complete
Spruce Lake Central thermal project
10,000 bbls/day
2H ’20
85% complete
Spruce Lake North thermal project
10,000 bbls/day
~YE ’20
55% complete
Liuhua 29-1 project
45 mmcf/day gas
1,800 bbls/day liquids
YE ’20
65% complete
Superior Refinery rebuild
50,000 bbls/day
’21
In progress
Spruce Lake East thermal project
10,000 bbls/day
~YE ’21
In progress
MDA-MBH & MDK fields
10,000 boe/day
’21
In progress
Edam Central thermal project
10,000 bbls/day
’22
In progress
West White Rose Project start up
52,500 bbls/day
~YE ’22
52% complete
Dee Valley 2 thermal project
10,000 bbls/day
’23
In planning
INTEGRATED CORRIDOR
Upstream production averaged 232,100 boe/day compared to 223,300 boe/day in Q3 2018
Operating margin of $710 million, compared to $703 million in Q2 2019 and $1.03 billion in Q3 2018
First oil achieved at the Dee Valley thermal bitumen project in Saskatchewan, which has reached its 10,000 bbls/day nameplate capacity
Downstream throughput of 356,400 bbls/day compared to 350,600 bbls/day in the third quarter of 2018
Thermal Production
Thermal bitumen production from Saskatchewan thermal projects, the Tucker Thermal Project and the Sunrise Energy Project averaged 126,400 bbls/day (Husky W.I.), compared to 117,300 bbls/day (Husky W.I.) in Q3 2018.
Overall production from the Saskatchewan thermal portfolio was 76,900 bbls/day compared to 74,300 bbls/day in Q3 2018. This included the startup of the new 10,000 bbls/day Dee Valley thermal project, which began production ahead of schedule in August and achieved its nameplate capacity in September.
Five new Saskatchewan thermal bitumen projects with a combined nameplate capacity of 50,000 bbls/day are being advanced through 2023, including the Spruce Lake Central development, scheduled for startup in the second half of 2020, and the Spruce Lake North project, which is planned to start up around the end of 2020.

3 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS




Resource Plays
The Company continues to pace investments in its liquids-rich resource play business with an ongoing focus on lowering costs, optimizing production rates and reducing cycle times while supporting the natural gas requirements of its thermal operations in Western Canada.
In the oil and liquids-rich Montney formation, one well was drilled in the Karr area, completing the planned 2019 Montney drilling program. Ten Montney wells at Wembley and Karr are expected to be brought on production in the fourth quarter.
Downstream
The Downstream operating margin was $244 million, compared to $286 million in Q2 2019 and $471 million in Q3 2018.
U.S. refinery throughput averaged 241,100 bbls/day, including average throughput of 174,300 bbls/day at the Lima Refinery. The Lima Refinery crude oil flexibility project to increase heavy oil processing capacity to 40,000 bbls/day is in its final stages and scheduled to conclude by the end of 2019.
The operating margin for the U.S. refining segment was $121 million.
The Superior Refinery rebuild has commenced, with a return to full operations expected in 2021. Rebuild costs are expected to be substantially covered by property damage insurance.
Pre-tax business interruption insurance proceeds of $132 million for the Superior Refinery was accounted for in $410 million of Downstream EBITDA.
Canadian throughput, including the Lloydminster Upgrader and asphalt refinery, averaged 115,300 bbls/day. A project is under way at the Upgrader to increase diesel production from 6,000 bbls/day to nearly 10,000 bbls/day in 2020.
The operating margin for the combined Upgrading and Canadian Refined Products segments was $123 million.
Husky continued to increase its focus on core assets in the Integrated Corridor business with the agreement to sell the Prince George Refinery for $215 million in cash plus a closing adjustment for working capital and a contingent payment of up to $60 million over two years. The sale is expected to close in the fourth quarter of 2019 subject to closing conditions and regulatory approvals. Proceeds will be used in accordance with Husky’s funding priorities, which include maintaining the strength of the balance sheet and returning value to shareholders.
A strategic review of the potential sale of the Canadian retail and commercial fuels business continues to progress.
OFFSHORE
Overall average net production of 62,700 boe/day, compared to 73,400 boe/day in the third quarter of 2018
Operating netback of $55.53 per boe
Asia Pacific operating netback of $62.59 per boe
Atlantic operating netback of $41.64 per barrel
White Rose field returned to full operations
Asia Pacific
China    
Natural gas sales from the two producing fields at the Liwan Gas Project averaged 323 million cubic feet per day (mmcf/day), with associated liquids averaging 14,300 bbls/day (158 mmcf/day and 6,600 bbls/day Husky W.I.). Realized gas pricing at Liwan was $13.28 per mcf, with liquids pricing of $61.81 per barrel. Operating costs were $6.10 per boe, with an operating netback of $65.67 per boe.
At the Liuhua 29-1 field at Liwan, all seven wells have been drilled, with final completions under way. The wells will be tied in to the existing subsea infrastructure, with first gas expected by the end of 2020. Target production is 45 mmcf/day of gas and 1,800 bbls/day of liquids when fully ramped up, reflecting Husky’s 75% working interest.

4 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



Indonesia
Natural gas sales at the BD Project in the Madura Strait averaged 86 mmcf/day, with liquids production of 7,000 bbls/day (35 mmcf/day and 2,800 bbls/day, Husky W.I.). Volumes were impacted by maintenance to the leased FPSO vessel. Realized gas pricing at BD was $9.82 per mcf, with liquids pricing of $83.03 per barrel. Operating costs were $6.22 per boe, with an operating netback of $51.98 per boe.
Atlantic         
Overall average production in the Atlantic region was approximately 21,000 bbls/day (Husky W.I.), reflecting the return to operations in August of the final two drill centres in the White Rose field.
West White Rose Project    
Construction work on the concrete gravity structure and related topsides is progressing. The third quadrant of the concrete gravity structure (CGS) and two interior decks were completed, and the fourth and final CGS quadrant was completed in October. The project is now 52% complete as it advances towards first oil around the end of 2022.
CORPORATE DEVELOPMENTS                    
The Board of Directors has approved a quarterly dividend of $0.125 per common share for the three-month period ended September 30, 2019. The dividend will be payable on January 2, 2020 to shareholders of record at the close of business on December 2, 2019.
Regular dividend payments on each of the Cumulative Redeemable Preferred Shares - Series 1, Series 2, Series 3, Series 5 and Series 7 - will be paid for the three-month period ended December 31, 2019. The dividends will be payable on December 31, 2019 to holders of record at the close of business on December 2, 2019.
   Share Series
    Dividend Type
     Rate (%)
  Dividend Paid ($/share)
Series 1
Regular
2.404
$0.15025
Series 2
Regular
3.368
$0.21223
Series 3
Regular
4.50
$0.28125
Series 5
Regular
4.50
$0.28125
Series 7
Regular
4.60
$0.28750
CONFERENCE CALL
A conference call will be held on Thursday, Oct. 24 at 9 a.m. Mountain Time (11 a.m. Eastern Time) to discuss Husky’s 2019 third quarter results. CEO Rob Peabody, COO Rob Symonds and CFO Jeff Hart will participate in the call.
To listen live:

Canada and U.S. Toll Free: 1-800-319-4610
Outside Canada and U.S.:  1-604-638-5340

To listen to a recording (after 10 a.m. MT on Oct. 24):

Canada and U.S. Toll Free: 1-800-319-6413
Outside Canada and U.S.: 1-604-638-9010
Passcode: 3602
Duration: Available until November 23, 2019
Audio webcast: Available for 90 days at www.huskyenergy.com 


Investor and Media Inquiries:    
Leo Villegas, Senior Manager, Investor Relations
403-513-7817
Kim Guttormson, Media & Issues Specialist
403-298-7088

5 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



FORWARD-LOOKING STATEMENTS
Certain statements in this news release are forward-looking statements and information (collectively, “forward-looking statements”), within the meaning of the applicable Canadian securities legislation, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. The forward-looking statements contained in this news release are forward-looking and not historical facts.
Some of the forward-looking statements may be identified by statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “will continue”, “is anticipated”, “is targeting”, “estimated”, “intend”, “plan”, “projection”, “could”, “aim”, “vision”, “goals”, “objective”, “target”, “scheduled” and “outlook”). In particular, forward-looking statements in this news release include, but are not limited to, references to:
with respect to the business, operations and results of the Company generally: general strategic plans and growth strategies; and expected capital expenditures guidance for 2019;

with respect to the Company’s thermal developments, the expected timing of completion of the Spruce Lake Central, Spruce Lake North, Spruce Lake East, Edam Central and Dee Valley 2 projects;

with respect to the Company’s Western Canada resource plays, the expected timing of production at 10 Montney wells at Wembley and Karr;

with respect to the Company’s Offshore business in Asia Pacific: the expected timing of first production at Liuhua 29-1; target production volumes at Liuhua 29-1 when fully ramped up; the expected timing of first production from the combined MDA-MBH and MDK fields; and expected production capacity at the MDA-MBH and MDK fields;

with respect to the Company’s Offshore business in Atlantic, expected production capacity and the expected timing of first oil at the West White Rose Project; and

with respect to the Company’s Downstream operations: the expected timing of resumption of full operations at the Superior Refinery, expected throughput capacity once full operations have resumed and expected insurance recoveries related to the rebuild costs; the contingent payment of up to $60 million as part of the consideration for, the expected timing of closing of and the expected use of proceeds from the sale of the Prince George Refinery; the expected timing of completion of the crude oil flexibility project at the Lima Refinery and the expected heavy oil processing capacity resulting therefrom; the expected timing of completion of the strategic review of the potential sale of the Canadian retail and commercial fuels business; and the expected timing of completion of the Lloydminster Upgrader diesel capacity project, and the expected increase in diesel production resulting therefrom.

There are numerous uncertainties inherent in projecting future rates of production and the timing of development expenditures. The total amount or timing of actual future production may vary from production estimates.
Although the Company believes that the expectations reflected by the forward-looking statements presented in this news release are reasonable, the Company’s forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate.
Those assumptions and factors are based on information currently available to the Company about itself and the businesses in which it operates. Information used in developing forward-looking statements has been acquired from various sources, including third-party consultants, suppliers and regulators, among others.
Because actual results or outcomes could differ materially from those expressed in any forward-looking statements, investors should not place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to the Company.
The Company’s Annual Information Form for the year ended December 31, 2018 and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com and the EDGAR website www.sec.gov) describe some of the risks, material assumptions and other factors that could influence actual results and are incorporated herein by reference.

6 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



New factors emerge from time to time and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are dependent upon other factors, and the Company’s course of action would depend upon management’s assessment of the future considering all information available to it at the relevant time. Any forward-looking statement speaks only as of the date on which such statement is made and, except as required by applicable securities laws, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

7 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



NON-GAAP MEASURES
This news release contains references to the terms “funds from operations”, “free cash flow”, “operating margin”, “net debt”, “net debt to trailing funds from operations”, “operating netback” and “EBITDA”. None of these measures is used to enhance the Company’s reported financial performance or position. These measures are useful complementary measures in assessing the Company’s financial performance, efficiency and liquidity. With the exception of funds from operations, free cash flow, net debt and operating margin, there are no comparable measures to these non-GAAP measures under IFRS.
Funds from operations is a non-GAAP measure which should not be considered an alternative to, or more meaningful than, cash flow - operating activities as determined in accordance with IFRS, as an indicator of financial performance. Funds from operations is presented in the Company’s financial reports to assist management and investors in analyzing operating performance of the Company in the stated period. Funds from operations equals cash flow - operating activities excluding change in non-cash working capital.
Free cash flow is a non-GAAP measure which should not be considered an alternative to, or more meaningful than, cash flow - operating activities as determined in accordance with IFRS, as an indicator of financial performance. Free cash flow is presented to assist management and investors in analyzing operating performance by the business in the stated period. Free cash flow equals funds from operations less capital expenditures.
Free cash flow was restated in the fourth quarter of 2018 in order to be more comparable to similar non-GAAP measures presented by other companies. Changes from prior period presentation include the removal of investment in joint ventures. Prior periods have been restated to conform to current presentation.
The following table shows the reconciliation of net earnings to funds from operations and free cash flow, and related per share amounts, for the periods indicated:
 
Three months ended
Nine months ended
 
Sept. 30

June 30

Sept. 30

Sept. 30

Sept. 30

($ millions)
2019

2019

2018

2019

2018

Net earnings
273

370

545

971

1,241

Items not affecting cash:
 
 
 
 
 
Accretion
26

26

23

79

72

Depletion, depreciation, amortization and impairment
703

643

672

1,976

1,929

Exploration and evaluation expenses

23


23

7

Deferred income taxes
22

(250
)
156

(185
)
371

Foreign exchange gain
(1
)
(2
)
(6
)
(15
)
(7
)
Stock-based compensation
(9
)
13

40

11

94

Gain on sale of assets
(3
)


(5
)
(4
)
Unrealized mark to market loss (gain)
4

(4
)
(22
)
57

(134
)
Share of equity investment gain
(19
)
(23
)
(18
)
(64
)
(53
)
Gain on insurance recoveries for damage to property
(13
)


(13
)

Other
5

5

(2
)
1

19

Settlement of asset retirement obligations
(73
)
(41
)
(45
)
(186
)
(116
)
Deferred revenue
(7
)
(5
)
(25
)
(28
)
(70
)
Distribution from equity investment
113

47


160

72

Change in non-cash working capital
(221
)
(42
)
(35
)
(677
)
(600
)
Cash flow - operating activities
800

760

1,283

2,105

2,821

Change in non-cash working capital
221

42

35

677

600

Funds from operations
1,021

802

1,318

2,782

3,421

Capital expenditures
(868
)
(858
)
(968
)
(2,538
)
(2,313
)
Free cash flow
153

(56
)
350

244

1,108

 
 
 
 
 
 
Weighted average number of common shares outstanding
1,005.1

1,005.1

1,005.1

1,005.1

1,005.1

Funds from operations
 
 
 
 
 
Per common share - Basic ($/share)
1.02

0.80

1.31

2.77

3.40


8 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



Operating margin is a non-GAAP measure which should not be considered an alternative to, or more meaningful than, “revenue, net of royalties” as determined in accordance with IFRS, as an indicator of financial performance. Operating margin is presented to assist management and investors in analyzing operating performance of the Company in the stated period.
Operating margin equals revenues net of royalties less purchases of crude oil and products, production, operating and transportation expenses, and selling general and administrative expenses.
The following table shows the reconciliation of operating margin for the periods indicated:
 
Three months ended
 
Sept. 30, 2019
June 30, 2019
Sept. 30, 2018
($ millions)
Integrated Corridor
Offshore
Total
Integrated Corridor
Offshore
Total
Integrated Corridor
Offshore
Total
Revenue, net of royalties
5,488
362
5,850
5,527
328
5,855
6,241
474
6,715
Less:
 
 
 
 
 
 
 
 
 
Purchases of crude oil and products
4,043
4,043
4,074
4,074
4,470
4,470
Production and operating expenses
638
88
726
662
81
743
662
78
740
Selling, general and administrative expenses
97
8
105
88
8
96
81
10
91
Operating margin
710
266
976
703
239
942
1,028
386
1,414
 
Nine months ended
 
Sept. 30, 2019
Sept. 30, 2018
($ millions)
Integrated Corridor
Offshore
Total
Integrated Corridor
Offshore
Total
Revenue, net of royalties
15,711
1,012
16,723
17,252
1,389
18,641
Less:
 
 
 
 
 
 
Purchases of crude oil and products
11,106
11,106
12,343
12,343
Production and operating expenses
1,969
254
2,223
1,878
224
2,102
Selling, general and administrative expenses
279
25
304
257
29
286
Operating margin
2,356
734
3,090
2,774
1,136
3,910
Net debt is a non-GAAP measure that equals the sum of long-term debt, long-term debt due within one year and short-term debt, less cash and cash equivalents. Net debt is considered to be a useful measure in assisting management and investors to evaluate the Company’s financial strength.
The following table shows the reconciliation of net debt as at the dates indicated:
 
Sept. 30

June 30

Sept. 30

($ millions)
2019

2019

2018

Short-term debt
200

200

200

Long-term debt due within one year
1,393

1,382

388

Long-term debt
4,635

4,598

4,964

Cash and cash equivalents
(2,362
)
(2,512
)
(2,916
)
Net debt
3,866

3,668

2,636

Net debt to trailing funds from operations is a non-GAAP measure that equals net debt divided by the 12-month trailing funds from operations as at September 30, 2019. Net debt to trailing funds from operations is considered to be a useful measure in assisting management and investors to evaluate the Company’s financial strength.
Operating netback is a common non-GAAP measure used in the oil and gas industry. Management believes this measure assists management and investors to evaluate the specific operating performance by product at the oil and gas lease level. Operating netback is calculated as gross revenue less royalties, production and operating and transportation costs on a per unit basis.

9 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS



EBITDA is a non-GAAP measure which should not be considered an alternative to, or more meaningful than, “net earnings (loss)” as determined in accordance with IFRS, as an indicator of financial performance. EBITDA is presented to assist management and investors in analyzing operating performance by business in the stated period. EBITDA equals net earnings (loss) plus finance expenses (income), provisions for (recovery of) income taxes, and depletion, depreciation and amortization.
DISCLOSURE OF OIL AND GAS INFORMATION
Unless otherwise indicated: (i) projected and historical production volumes provided are gross, which represents the total or the Company’s working interest share, as applicable, before deduction of royalties; and (ii) all Husky working interest production volumes quoted are before deduction of royalties.
The Company uses the term “barrels of oil equivalent” (or “boe”), which is consistent with other oil and gas companies’ disclosures, and is calculated on an energy equivalence basis applicable at the burner tip whereby one barrel of crude oil is equivalent to six thousand cubic feet of natural gas. The term boe is used to express the sum of the total company products in one unit that can be used for comparisons. Readers are cautioned that the term boe may be misleading, particularly if used in isolation. This measure is used for consistency with other oil and gas companies and does not represent value equivalency at the wellhead.
All currency is expressed in Canadian dollars unless otherwise indicated.


10 HUSKY ENERGY INC. - 2019 THIRD QUARTER RESULTS

EX-99.2 3 q32019husky-fs.htm EXHIBIT 99.2 Exhibit


CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Condensed Consolidated Balance Sheets
(millions of Canadian dollars)
September 30, 2019

 
December 31, 2018

Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
2,362

 
2,866

Accounts receivable
1,661

 
1,355

Income taxes receivable
25

 
112

Inventories
1,508

 
1,232

Prepaid expenses
167

 
123

 
5,723

 
5,688

Restricted cash (notes 4, 9)
141

 
128

Exploration and evaluation assets (note 5)
987

 
997

Property, plant and equipment, net (note 6)
25,915

 
25,800

Right-of-use assets, net (note 7)
1,395

 

Goodwill
670

 
690

Investment in joint ventures
1,224

 
1,319

Long-term income taxes receivable
212

 
243

Other assets
345

 
360

Total Assets
36,612

 
35,225

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
 
 
 
Accounts payable and accrued liabilities
3,107

 
3,159

Short-term debt (note 8)
200

 
200

Long-term debt due within one year (note 8)
1,393

 
1,433

Lease liabilities (note 7)
133

 

Asset retirement obligations (note 9)
218

 
202

 
5,051

 
4,994

Long-term debt (note 8)
4,635

 
4,114

Other long-term liabilities (note 10)
531

 
1,107

Lease liabilities (note 7)
1,352

 

Asset retirement obligations (note 9)
2,143

 
2,222

Deferred tax liabilities
2,965

 
3,174

Total Liabilities
16,677

 
15,611

Shareholders’ equity
 
 
 
Common shares (note 11)
7,293

 
7,293

Preferred shares (note 11)
874

 
874

Contributed surplus
2

 
2

Retained earnings
10,841

 
10,273

Accumulated other comprehensive income
913

 
1,160

Non-controlling interest
12

 
12

Total Shareholders’ Equity
19,935

 
19,614

Total Liabilities and Shareholders’ Equity
36,612

 
35,225

The accompanying notes to the condensed interim consolidated financial statements are an integral part of these statements.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 1



Condensed Consolidated Statements of Income
 
Three months ended
 
 
Nine months ended
 
 
September 30,
 
 
September 30,
 
(millions of Canadian dollars, except share data)
2019

 
2018

 
2019

 
2018

Gross revenues
5,359

 
6,132

 
15,246

 
17,025

Royalties
(81
)
 
(106
)
 
(235
)
 
(285
)
Marketing and other
35

 
168

 
179

 
520

Revenues, net of royalties
5,313

 
6,194

 
15,190

 
17,260

Expenses
 
 
 
 
 
 
 
Purchases of crude oil and products
3,506

 
3,949

 
9,573

 
10,962

Production, operating and transportation expenses (note 12)
725

 
740

 
2,221

 
2,102

Selling, general and administrative expenses (note 12)
149

 
187

 
477

 
542

Depletion, depreciation, amortization and impairment (notes 6, 7)
703

 
672

 
1,976

 
1,929

Exploration and evaluation expenses
41

 
26

 
157

 
96

Gain on sale of assets
(3
)
 

 
(5
)
 
(4
)
Other – net
(203
)
 
(150
)
 
(262
)
 
(149
)
 
4,918

 
5,424

 
14,137

 
15,478

Earnings from operating activities
395

 
770

 
1,053

 
1,782

Share of equity investment income
19

 
18

 
64

 
53

Financial items (note 13)
 
 
 
 
 
 
 
Net foreign exchange gain (loss)
(8
)
 
(9
)
 
24

 
16

Finance income
24

 
15

 
60

 
48

Finance expenses
(84
)
 
(80
)
 
(272
)
 
(238
)
 
(68
)
 
(74
)
 
(188
)
 
(174
)
Earnings before income taxes
346

 
714

 
929

 
1,661

Provisions for (recovery of) income taxes
 
 
 
 
 
 
 
Current
51

 
13

 
143

 
49

Deferred
22

 
156

 
(185
)
 
371

 
73

 
169

 
(42
)
 
420

Net earnings
273

 
545

 
971

 
1,241

Earnings per share (note 11)
 
 
 
 
 
 
 
Basic
0.26

 
0.53

 
0.94

 
1.21

Diluted
0.25

 
0.53

 
0.92

 
1.21

Weighted average number of common shares outstanding (note 11)
 
 
 
 
 
 
 
Basic (millions)
1,005.1

 
1,005.1

 
1,005.1

 
1,005.1

Diluted (millions)
1,005.1

 
1,007.4

 
1,005.1

 
1,006.2

The accompanying notes to the condensed interim consolidated financial statements are an integral part of these statements.




HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 2



Condensed Consolidated Statements of Comprehensive Income
 
Three months ended
 
 
Nine months ended
 
 
September 30,
 
 
September 30,
 
(millions of Canadian dollars)
2019

 
2018

 
2019

 
2018

Net earnings
273

 
545

 
971

 
1,241

Other comprehensive income (loss)
 
 
 
 
 
 
 
Items that will not be reclassified into earnings, net of tax:
 
 
 
 
 
 
 
Actuarial gain on pension plans

 

 

 
1

Items that may be reclassified into earnings, net of tax:
 
 
 
 
 
 
 
Derivatives designated as cash flow hedges (note 15)
(1
)
 
(1
)
 
(6
)
 
(2
)
Equity investment - share of other comprehensive income
1

 
1

 
(4
)
 
1

Exchange differences on translation of foreign operations
119

 
(166
)
 
(328
)
 
295

Hedge of net investment (note 15)
(32
)
 
51

 
91

 
(94
)
Other comprehensive income (loss)
87

 
(115
)

(247
)

201

Comprehensive income
360

 
430

 
724

 
1,442

The accompanying notes to the condensed interim consolidated financial statements are an integral part of these statements.



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 3



Condensed Consolidated Statements of Changes in Shareholders’ Equity
 
Attributable to Equity Holders
 
 
 
 
 
AOCI(1)
 
 
(millions of Canadian dollars)
Common Shares

Preferred Shares

Contributed Surplus

Retained Earnings

Foreign
Currency Translation

Hedging

Non-Controlling Interest

Total Shareholders’
Equity

Balance as at December 31, 2017
7,293

874

2

9,207

559

21

11

17,967

Net earnings



1,241




1,241

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Actuarial gain on pensions plans (net of tax of less than $1 million)



1




1

Derivatives designated as cash flow hedges (net of tax recovery of less than $1 million)





(2
)

(2
)
Equity investment - share of other comprehensive income





1


1

Exchange differences on translation of foreign operations (net of tax of $27 million)




295



295

Hedge of net investment (net of tax recovery of $15 million) (note 15)




(94
)


(94
)
Total comprehensive income (loss)



1,242

201

(1
)

1,442

Transactions with owners recognized directly in equity:
 
 
 
 
 
 
 
 
Dividends declared on common shares (note 11)



(277
)



(277
)
Dividends declared on preferred shares (note 11)



(26
)



(26
)
Balance as at September 30, 2018
7,293

874

2

10,146

760

20

11

19,106

 
 
 
 
 
 
 
 
 
Balance as at December 31, 2018
7,293

874

2

10,273

1,154

6

12

19,614

Net earnings



971




971

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Derivatives designated as cash flow hedges (net of tax recovery of $3 million) (note 15)





(6
)

(6
)
Equity investment - share of other comprehensive income (net of tax recovery of $1 million)





(4
)

(4
)
Exchange differences on translation of foreign operations (net of tax recovery of $34 million)




(328
)


(328
)
Hedge of net investment (net of tax of $12 million) (note 15)




91



91

Total comprehensive income (loss)



971

(237
)
(10
)

724

Transactions with owners recognized directly in equity:
 
 
 
 
 
 
 
 
Dividends declared on common shares (note 11)



(377
)



(377
)
Dividends declared on preferred shares (note 11)



(26
)



(26
)
Balance as at September 30, 2019
7,293

874

2

10,841

917

(4
)
12

19,935

(1) 
Accumulated other comprehensive income.
The accompanying notes to the condensed interim consolidated financial statements are an integral part of these statements.



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 4



Condensed Consolidated Statements of Cash Flows
 
Three months ended
 
 
Nine months ended
 
 
September 30,
 
 
September 30,
 
(millions of Canadian dollars)
2019

 
2018

 
2019

 
2018

Operating activities
 
 
 
 
 
 
 
Net earnings
273

 
545

 
971

 
1,241

Items not affecting cash:
 
 
 
 
 
 
 
Accretion (notes 9, 13)
26

 
23

 
79

 
72

Depletion, depreciation, amortization and impairment (notes 6, 7)
703

 
672

 
1,976

 
1,929

Exploration and evaluation expenses (note 5)

 

 
23

 
7

Deferred income taxes
22

 
156

 
(185
)
 
371

Foreign exchange
(1
)
 
(6
)
 
(15
)
 
(7
)
Stock-based compensation (notes 11, 12)
(9
)
 
40

 
11

 
94

Gain on sale of assets
(3
)
 

 
(5
)
 
(4
)
Unrealized mark to market loss (gain) (note 15)
4

 
(22
)
 
57

 
(134
)
Share of equity investment income
(19
)
 
(18
)
 
(64
)
 
(53
)
Gain on insurance recoveries for damage to property
(13
)
 

 
(13
)
 

Other
5

 
(2
)
 
1

 
19

Settlement of asset retirement obligations (note 9)
(73
)
 
(45
)
 
(186
)
 
(116
)
Deferred revenue
(7
)
 
(25
)
 
(28
)
 
(70
)
Distribution from equity investment
113

 

 
160

 
72

Change in non-cash working capital (note 14)
(221
)
 
(35
)
 
(677
)
 
(600
)
Cash flow – operating activities
800

 
1,283

 
2,105

 
2,821

Financing activities
 
 
 
 
 
 
 
Long-term debt issuance (note 8)

 

 
1,000

 

Long-term debt repayment (note 8)

 

 
(402
)
 

Debt issue costs (note 8)

 

 
(9
)
 

Dividends on common shares (note 11)
(125
)
 
(126
)
 
(377
)
 
(277
)
Dividends on preferred shares (note 11)
(9
)
 
(9
)
 
(26
)
 
(26
)
Finance lease payments (note 7)
(58
)
 

 
(174
)
 

Other

 
(4
)
 

 
(10
)
Change in non-cash working capital (note 14)
10

 
64

 
29

 
139

Cash flow – financing activities
(182
)
 
(75
)
 
41

 
(174
)
Investing activities
 
 
 
 
 
 
 
Capital expenditures
(868
)
 
(968
)
 
(2,538
)
 
(2,313
)
Capitalized interest (note 13)
(46
)
 
(29
)
 
(130
)
 
(76
)
Corporate acquisition

 
(6
)
 

 
(15
)
Proceeds from asset sales
5

 
1

 
4

 
3

Investment in joint ventures
(1
)
 

 
(38
)
 
(40
)
Other
26

 
(7
)
 
(1
)
 
(12
)
Change in non-cash working capital (note 14)
104

 
148

 
68

 
179

Cash flow – investing activities
(780
)
 
(861
)
 
(2,635
)
 
(2,274
)
Increase (decrease) in cash and cash equivalents
(162
)
 
347

 
(489
)
 
373

Effect of exchange rates on cash and cash equivalents
12

 
(14
)
 
(15
)
 
30

Cash and cash equivalents at beginning of period
2,512

 
2,583

 
2,866

 
2,513

Cash and cash equivalents at end of period
2,362

 
2,916

 
2,362

 
2,916

Supplementary Cash Flow Information
 
 
 
 
 
 
 
Net interest paid
(52
)
 
(66
)
 
(239
)
 
(195
)
Net income taxes received (paid)
44

 
70

 
(34
)
 
10

The accompanying notes to the condensed interim consolidated financial statements are an integral part of these statements.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 5


NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1Description of Business and Segmented Disclosures
Management has identified segments for the business of Husky Energy Inc. (“Husky” or the “Company”) based on differences in products, services and management responsibility. The Company’s business is conducted predominantly through two major business segments – Upstream and Downstream.
Upstream operations in the Integrated Corridor and Offshore include exploration for, and development and production of, crude oil, bitumen, natural gas and natural gas liquids (“NGL”) (“Exploration and Production”) and the marketing of the Company’s and other producers’ crude oil, natural gas, NGL, sulphur and petroleum coke. Additionally, Upstream operations include pipeline transportation, the blending of crude oil and natural gas and storage of crude oil, diluent and natural gas (“Infrastructure and Marketing”). Infrastructure and Marketing markets and distributes products to customers on behalf of Exploration and Production and is grouped in the Upstream business segment based on the nature of its interconnected operations. The Company’s Upstream operations are located primarily in Alberta, Saskatchewan, and British Columbia (“Western Canada”), offshore east coast of Canada (“Atlantic”) and offshore China and offshore Indonesia (“Asia Pacific”).
Downstream operations in the Integrated Corridor in Canada includes upgrading of heavy crude oil feedstock into synthetic crude oil (“Upgrading”), refining crude oil, producing ethanol and marketing of heavy and synthetic crude oil, refined petroleum products including gasoline, diesel, ethanol blended fuels, asphalt and ancillary products (“Canadian Refined Products”). It also includes refining of crude oil in the U.S. to produce and market diesel fuels, gasoline, jet fuel and asphalt (“U.S. Refining and Marketing”). Upgrading, Canadian Refined Products and U.S. Refining and Marketing all process and refine natural resources into marketable products and are grouped together as the Downstream business segment due to the similar nature of their products and services.




HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 6



Segmented Financial Information
 
Upstream
 
Downstream
 
Corporate and Eliminations(3)
 
Total
Three months ended September 30,
Exploration and Production(1)
Infrastructure
and Marketing(2)

Total
 
 
Upgrading
Canadian Refined Products
U.S. Refining
and Marketing

Total
 
 
 
 
 
 
 
($ millions)
2019

2018

2019

2018

2019

2018

 
2019

2018

2019

2018

2019

2018

2019

2018

 
2019

2018

 
2019

2018

Gross revenues
1,241

1,319

676

601

1,917

1,920

 
464

534

871

1,001

2,644

3,198

3,979

4,733

 
(537
)
(521
)
 
5,359

6,132

Royalties
(81
)
(106
)


(81
)
(106
)
 








 


 
(81
)
(106
)
Marketing and other


35

168

35

168

 








 


 
35

168

Revenues, net of royalties
1,160

1,213

711

769

1,871

1,982

 
464

534

871

1,001

2,644

3,198

3,979

4,733

 
(537
)
(521
)
 
5,313

6,194

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of crude oil and products


658

567

658

567

 
360

328

706

834

2,319

2,741

3,385

3,903

 
(537
)
(521
)
 
3,506

3,949

Production, operating and transportation expenses
399

398

4

2

403

400

 
57

52

69

66

197

222

323

340

 
(1
)

 
725

740

Selling, general and administrative expenses
78

71


1

78

72

 
7

2

13

12

7

5

27

19

 
44

96

 
149

187

Depletion, depreciation, amortization and impairment
497

461

4


501

461

 
29

30

32

29

117

129

178

188

 
24

23

 
703

672

Exploration and evaluation expenses
41

26



41

26

 








 


 
41

26

Loss (gain) on sale of assets

2




2

 


(4
)
(2
)
1


(3
)
(2
)
 


 
(3
)

Other – net
(18
)
(42
)

(1
)
(18
)
(43
)
 




(163
)
(107
)
(163
)
(107
)
 
(22
)

 
(203
)
(150
)
 
997

916

666

569

1,663

1,485

 
453

412

816

939

2,478

2,990

3,747

4,341

 
(492
)
(402
)
 
4,918

5,424

Earnings (loss) from operating activities
163

297

45

200

208

497

 
11

122

55

62

166

208

232

392

 
(45
)
(119
)
 
395

770

Share of equity investment income
15

12

4

6

19

18

 








 


 
19

18

Financial items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net foreign exchange loss






 








 
(8
)
(9
)
 
(8
)
(9
)
Finance income

2




2

 








 
24

13

 
24

15

Finance expenses
(39
)
(29
)
(2
)

(41
)
(29
)
 
(1
)
(1
)
(4
)
(3
)
(5
)
(4
)
(10
)
(8
)
 
(33
)
(43
)
 
(84
)
(80
)
 
(39
)
(27
)
(2
)

(41
)
(27
)
 
(1
)
(1
)
(4
)
(3
)
(5
)
(4
)
(10
)
(8
)
 
(17
)
(39
)
 
(68
)
(74
)
Earnings (loss) before income taxes
139

282

47

206

186

488

 
10

121

51

59

161

204

222

384

 
(62
)
(158
)
 
346

714

Provisions for (recovery of) income taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
(9
)
(46
)

14

(9
)
(32
)
 
12

47

35

15

10

2

57

64

 
3

(19
)
 
51

13

Deferred
42

114

13

43

55

157

 
(9
)
(14
)
(21
)
1

25

44

(5
)
31

 
(28
)
(32
)
 
22

156

 
33

68

13

57

46

125

 
3

33

14

16

35

46

52

95

 
(25
)
(51
)
 
73

169

Net earnings (loss)
106

214

34

149

140

363

 
7

88

37

43

126

158

170

289

 
(37
)
(107
)
 
273

545

Intersegment revenues
451

422



451

422

 
58

77

28

22



86

99

 


 
537

521

Expenditures on exploration and evaluation assets
11

56



11

56

 








 


 
11

56

Expenditures on property, plant and equipment
586

659



586

659

 
13

9

23

23

196

196

232

228

 
39

25

 
857

912

(1) 
Includes allocated depletion, depreciation and amortization related to assets in Infrastructure and Marketing as these assets provide a service to Exploration and Production.
(2) 
Includes $41 million of revenue (three months ended September 30, 2018 - $49 million) and $41 million of associated costs (three months ended September 30, 2018 - $38 million) for construction contracts, all of which relates to contracts in progress accounted for under the percentage of completion method.
(3) 
Eliminations relate to sales and operating revenues between segments recorded at transfer prices based on current market prices. Segment results include transactions between business segments.



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 7



 
Upstream
 
Downstream
 
Corporate and Eliminations(3)
 
Total
Nine months ended September 30,
Exploration and Production(1)
Infrastructure
and Marketing
(2)

Total
 
Upgrading
Canadian Refined Products
U.S. Refining
and Marketing

Total
 
 
 
 
 
 
($ millions)
2019

2018

2019

2018

2019

2018

 
2019

2018

2019

2018

2019

2018

2019

2018

 
2019

2018

 
2019

2018

Gross revenues
3,677

3,687

1,734

1,681

5,411

5,368

 
1,321

1,443

2,329

2,591

7,718

9,004

11,368

13,038

 
(1,533
)
(1,381
)
 
15,246

17,025

Royalties
(235
)
(285
)


(235
)
(285
)
 








 


 
(235
)
(285
)
Marketing and other


179

520

179

520

 








 


 
179

520

Revenues, net of royalties
3,442

3,402

1,913

2,201

5,355

5,603

 
1,321

1,443

2,329

2,591

7,718

9,004

11,368

13,038

 
(1,533
)
(1,381
)
 
15,190

17,260

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchases of crude oil and products

1

1,745

1,590

1,745

1,591

 
992

818

1,880

2,123

6,489

7,811

9,361

10,752

 
(1,533
)
(1,381
)
 
9,573

10,962

Production, operating and transportation expenses
1,199

1,139

12

19

1,211

1,158

 
163

144

221

198

628

602

1,012

944

 
(2
)

 
2,221

2,102

Selling, general and administrative expenses
226

224

3

3

229

227

 
12

6

40

36

23

17

75

59

 
173

256

 
477

542

Depletion, depreciation, amortization and impairment
1,349

1,342

10

1

1,359

1,343

 
86

87

99

86

355

348

540

521

 
77

65

 
1,976

1,929

Exploration and evaluation expenses
157

96



157

96

 








 


 
157

96

Loss (gain) on sale of assets
(2
)
(2
)


(2
)
(2
)
 


(4
)
(2
)
1


(3
)
(2
)
 


 
(5
)
(4
)
Other – net
97

(11
)

1

97

(10
)
 




(347
)
(130
)
(347
)
(130
)
 
(12
)
(9
)
 
(262
)
(149
)
 
3,026

2,789

1,770

1,614

4,796

4,403

 
1,253

1,055

2,236

2,441

7,149

8,648

10,638

12,144

 
(1,297
)
(1,069
)
 
14,137

15,478

Earnings (loss) from operating activities
416

613

143

587

559

1,200

 
68

388

93

150

569

356

730

894

 
(236
)
(312
)
 
1,053

1,782

Share of equity investment income
42

33

22

20

64

53

 








 


 
64

53

Financial items
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net foreign exchange gain






 








 
24

16

 
24

16

Finance income

12




12

 








 
60

36

 
60

48

Finance expenses
(121
)
(80
)
(2
)

(123
)
(80
)
 
(1
)
(1
)
(12
)
(9
)
(14
)
(11
)
(27
)
(21
)
 
(122
)
(137
)
 
(272
)
(238
)
 
(121
)
(68
)
(2
)

(123
)
(68
)
 
(1
)
(1
)
(12
)
(9
)
(14
)
(11
)
(27
)
(21
)
 
(38
)
(85
)
 
(188
)
(174
)
Earnings (loss) before income taxes
337

578

163

607

500

1,185

 
67

387

81

141

555

345

703

873

 
(274
)
(397
)
 
929

1,661

Provisions for (recovery of) income taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
24

(251
)

161

24

(90
)
 
41

128

42

59

17

6

100

193

 
19

(54
)
 
143

49

Deferred
55

400

44

5

99

405

 
(23
)
(22
)
(20
)
(21
)
106

71

63

28

 
(347
)
(62
)
 
(185
)
371

 
79

149

44

166

123

315

 
18

106

22

38

123

77

163

221

 
(328
)
(116
)
 
(42
)
420

Net earnings (loss)
258

429

119

441

377

870

 
49

281

59

103

432

268

540

652

 
54

(281
)
 
971

1,241

Intersegment revenues
1,278

1,054



1,278

1,054

 
184

227

71

100



255

327

 


 
1,533

1,381

Expenditures on exploration and evaluation assets
37

196



37

196

 








 


 
37

196

Expenditures on property, plant and equipment
1,745

1,562

1


1,746

1,562

 
29

53

100

52

527

369

656

474

 
99

81

 
2,501

2,117

As at September 30, 2019 and December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total exploration and evaluation assets, property, plant and equipment, net
18,041

17,814

48

51

18,089

17,865

 
1,017

1,074

1,182

1,208

6,280

6,336

8,479

8,618

 
334

314

 
26,902

26,797

Total right-of-use assets, net
712


93


805


 


127


168


295


 
295


 
1,395


Total assets
19,956

19,175

1,619

1,301

21,575

20,476

 
1,219

1,149

1,663

1,431

8,799

8,566

11,681

11,146

 
3,356

3,603

 
36,612

35,225

(1) 
Includes allocated depletion, depreciation and amortization related to assets in Infrastructure and Marketing as these assets provide a service to Exploration and Production.
(2) 
Includes $134 million of revenue (nine months ended September 30, 2018 - $114 million) and $202 million of associated costs (nine months ended September 30, 2018 - $100 million) for construction contracts, all of which relates to contracts in progress accounted for under the percentage of completion method.
(3) 
Eliminations relate to sales and operating revenues between segments recorded at transfer prices based on current market prices. Segment results include transactions between business segments.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 8



Disaggregation of Revenue
 
Upstream
 
Downstream
 
Corporate and Eliminations
 
Total
Three months ended September 30,
Exploration and Production
Infrastructure
and Marketing

Total
 
Upgrading
Canadian Refined Products
U.S. Refining
and Marketing

Total
 
 
 
 
 
 
($ millions)
2019

2018

2019

2018

2019

2018

 
2019

2018

2019

2018

2019

2018

2019

2018

 
2019

2018

 
2019

2018

Primary Geographical Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Canada
1,011

1,040

676

601

1,687

1,641

 
464

534

871

1,001



1,335

1,535

 
(537
)
(521
)
 
2,485

2,655

United States






 




2,644

3,198

2,644

3,198

 


 
2,644

3,198

China
230

279



230

279

 








 


 
230

279

Total revenue
1,241

1,319

676

601

1,917

1,920

 
464

534

871

1,001

2,644

3,198

3,979

4,733

 
(537
)
(521
)
 
5,359

6,132

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Major Product Lines
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Light & medium crude oil
202

296



202

296

 








 


 
202

296

Heavy crude oil
165

162



165

162

 








 


 
165

162

Bitumen
594

499



594

499

 








 


 
594

499

Total crude oil
961

957



961

957

 








 


 
961

957

NGL
57

100



57

100

 








 


 
57

100

Natural gas
223

262



223

262

 








 


 
223

262

Total exploration and production
1,241

1,319



1,241

1,319

 








 


 
1,241

1,319

Total infrastructure and marketing


676

601

676

601

 








 


 
676

601

Synthetic crude






 
406

453





406

453

 


 
406

453

Gasoline






 


245

320

1,472

1,631

1,717

1,951

 


 
1,717

1,951

Diesel & distillates






 
57

74

274

342

930

1,135

1,261

1,551

 


 
1,261

1,551

Asphalt






 


191

177

72

69

263

246

 


 
263

246

Other






 
1

7

161

162

170

363

332

532

 


 
332

532

Total refined products






 
464

534

871

1,001

2,644

3,198

3,979

4,733

 


 
3,979

4,733

Total revenue
1,241

1,319

676

601

1,917

1,920

 
464

534

871

1,001

2,644

3,198

3,979

4,733

 
(537
)
(521
)
 
5,359

6,132




HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 9



 
Upstream
 
Downstream
 
Corporate and Eliminations
 
Total
Nine months ended September 30,
Exploration and Production
Infrastructure
and Marketing

Total
 
Upgrading
Canadian Refined Products
U.S. Refining
and Marketing

Total
 
 
 
 
 
 
($ millions)
2019

2018

2019

2018

2019

2018

 
2019

2018

2019

2018

2019

2018

2019

2018

 
2019

2018

 
2019

2018

Primary Geographical Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Canada
2,914

2,849

1,734

1,681

4,648

4,530

 
1,321

1,443

2,329

2,591



3,650

4,034

 
(1,533
)
(1,381
)
 
6,765

7,183

United States






 




7,718

9,004

7,718

9,004

 


 
7,718

9,004

China
763

838



763

838

 








 


 
763

838

Total revenue
3,677

3,687

1,734

1,681

5,411

5,368

 
1,321

1,443

2,329

2,591

7,718

9,004

11,368

13,038

 
(1,533
)
(1,381
)
 
15,246

17,025

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Major Product Lines
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Light & medium crude oil
450

822



450

822

 








 


 
450

822

Heavy crude oil
454

468



454

468

 








 


 
454

468

Bitumen
1,780

1,302



1,780

1,302

 








 


 
1,780

1,302

Total crude oil
2,684

2,592



2,684

2,592

 








 


 
2,684

2,592

NGL
210

285



210

285

 








 


 
210

285

Natural gas
783

810



783

810

 








 


 
783

810

Total exploration and production
3,677

3,687



3,677

3,687

 








 


 
3,677

3,687

Total infrastructure and marketing


1,734

1,681

1,734

1,681

 








 


 
1,734

1,681

Synthetic crude






 
1,129

1,208





1,129

1,208

 


 
1,129

1,208

Gasoline






 


692

823

4,198

4,766

4,890

5,589

 


 
4,890

5,589

Diesel & distillates






 
181

219

848

966

2,887

3,259

3,916

4,444

 


 
3,916

4,444

Asphalt






 


362

345

115

145

477

490

 


 
477

490

Other






 
11

16

427

457

518

834

956

1,307

 


 
956

1,307

Total refined products






 
1,321

1,443

2,329

2,591

7,718

9,004

11,368

13,038

 


 
11,368

13,038

Total revenue
3,677

3,687

1,734

1,681

5,411

5,368

 
1,321

1,443

2,329

2,591

7,718

9,004

11,368

13,038

 
(1,533
)
(1,381
)
 
15,246

17,025



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 10



Note 2    Basis of Presentation
The condensed interim consolidated financial statements have been prepared by management and reported in Canadian dollars in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”). These condensed interim consolidated financial statements do not include all of the information required for full annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s 2018 Annual Report.
The condensed interim consolidated financial statements have been prepared, for all periods presented, following the same accounting policies and methods of computation as described in Note 3 to the consolidated financial statements for the fiscal year ended December 31, 2018, except for the newly issued standards and amendments as discussed below.
Certain prior period amounts have been reclassified to conform with the current period presentation.
These condensed interim consolidated financial statements were approved by the Audit Committee of the Board of Directors on October 23, 2019.
Note 3    Significant Accounting Policies
Recent Accounting Standards
The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Change in Accounting Policies
Leases
In January 2016, the IASB issued IFRS 16 Leases (“IFRS 16”), which replaces the existing IFRS guidance on leases: IAS 17 Leases (“IAS 17”). Under IAS 17, lessees were required to determine if the lease is a finance or operating lease, based on specified criteria of whether the lease transferred significantly all the risks and rewards associated with ownership of the underlying asset. Finance leases are recognized on the balance sheet while operating leases are recognized in the Consolidated Statements of Income when the expense is incurred. Under IFRS 16, lessees must recognize a lease liability and a right-of-use asset for most lease contracts. The recognition of the present value of minimum lease payments for certain contracts previously classified as operating leases resulted in increases to assets, liabilities, depletion, depreciation and amortization, and finance expense, and decreases to production, operating and transportation expense, purchases of crude oil and products, and selling, general and administrative expenses.
The Company has adopted IFRS 16 on January 1, 2019 using the modified retrospective approach. The modified retrospective approach does not require restatement of prior period financial information as it recognizes the cumulative effect as an adjustment to opening retained earnings and applies the standard prospectively. Accordingly, comparative information in the Company’s financial statements are not restated.
On adoption, lease liabilities were measured at the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate on January 1, 2019. Right-of-use assets were measured at an amount equal to the lease liability. For leases previously classified as operating leases, the Company applied the exemption not to recognize right-of-use assets and liabilities for leases with a lease term of less than 12 months, excluded initial direct costs from measuring the right-of-use asset at the date of initial application, and applied a single discount rate to a portfolio of leases with similar characteristics. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and lease liability remain unchanged upon transition and were determined at the carrying amount immediately before the adoption date. Additionally, instead of an impairment review, the Company adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application.
No adjustments were required upon transition to IFRS 16 for leases where the Company is a lessor. Under IFRS 16, the Company is required to assess the classification of a sub-lease with reference to the right-of-use asset, not the underlying asset. On transition, the Company reassessed the classification of any sub-lease contracts previously assessed under IAS 17. No changes to sublease classification or associated accounting treatment was required.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 11



Financial Statement Impact
The recognition of the present value of minimum lease payments resulted in an additional $1.3 billion of right-of-use assets and associated lease liabilities. The Company has recognized lease liabilities in relation to lease arrangements previously disclosed as operating lease commitments under IAS 17 that meet the criteria of a lease under IFRS 16. Upon recognition, the Company’s weighted average incremental borrowing rate used in measuring lease liabilities was 3.58 percent.
The nature of the Company’s leasing activities includes offshore drilling rigs, vessels and associated equipment for the use of developing reserves on oil and gas properties, tanks and terminals with dedicated storage capacity, pipelines where the Company has a right to substantially all the economic benefits, dedicated rail cars, retail marketing locations, and office space. Refer to Note 7 for the values recognized upon implementation in each asset class.
Note 4    Restricted Cash
In accordance with the provisions of the regulations of the People’s Republic of China, the Company is required to deposit funds into separate accounts restricted to the funding of future asset retirement obligations in offshore China. As at September 30, 2019, the Company had deposited funds of $141 million (December 31, 2018$128 million), which are classified as non-current and included in restricted cash in the condensed interim consolidated balance sheets.
Note 5    Exploration and Evaluation Assets
Exploration and Evaluation Assets
 
($ millions)
 
December 31, 2018
997

Additions
37

Disposals

Transfers to property, plant and equipment (note 6)
(23
)
Expensed exploration expenditures previously capitalized
(23
)
Exchange adjustments
(1
)
September 30, 2019
987



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 12



Note 6    Property, Plant and Equipment
Property, Plant and Equipment
Oil and Gas Properties

 Processing,
Transportation and Storage

Upgrading

Refining

Retail and Other

Total

($ millions)
Cost
 
 
 
 
 
 
December 31, 2018
44,196

101

2,659

10,691

3,095

60,742

Transfers to right-of-use assets(1) (note 7)
(336
)


(180
)

(516
)
Additions(2) 
1,776


29

639

107

2,551

Acquisitions
5





5

Transfers from exploration and evaluation (note 5)
23





23

Transfers from right-of-use assets(3) (note 7)
83





83

Intersegment transfers
2




(2
)

Changes in asset retirement obligations
63

1



(6
)
58

Disposals and derecognition
(11
)
(1
)

(16
)

(28
)
Exchange adjustments
(131
)
(1
)

(281
)
(2
)
(415
)
September 30, 2019
45,670

100

2,688

10,853

3,192

62,503

 
 
 
 
 
 
 
Accumulated depletion, depreciation, amortization and impairment
 
 
 
 
 
December 31, 2018
(27,379
)
(50
)
(1,585
)
(3,933
)
(1,995
)
(34,942
)
Transfers to right-of-use assets(1) (note 7)
12



40


52

Depletion, depreciation, amortization and impairment
(1,308
)
(2
)
(86
)
(360
)
(111
)
(1,867
)
Disposals and derecognition
7



8


15

Exchange adjustments
52



102


154

September 30, 2019
(28,616
)
(52
)
(1,671
)
(4,143
)
(2,106
)
(36,588
)
 
 
 
 
 
 
 
Net book value
 
 
 
 
 
 
December 31, 2018
16,817

51

1,074

6,758

1,100

25,800

September 30, 2019
17,054

48

1,017

6,710

1,086

25,915

(1) 
Transfer to right-of-use assets due to the adoption of IFRS 16 on January 1, 2019.
(2) 
Includes $5 million of interest expense on lease liabilities allocated to the carrying amount of assets in Oil and Gas Properties.
(3) 
Includes capitalized depreciation from right-of-use assets.
Note 7    Right-of-use Assets and Lease Liabilities
Right-of-use Assets
 
Oil and Gas Properties

 Processing,
Transportation and Storage

Upgrading

Refining

Retail and Other

Total

($ millions)
January 1, 2019
 
 
 
 
 
 
Transfers from property, plant and equipment, net (note 6)
324



140


464

Initial recognition
721

100


70

412

1,303

 
1,045

100


210

412

1,767

Additions
1



27

4

32

Transfers to property, plant and equipment (note 6)
(83
)




(83
)
Disposals and derecognition
(7
)




(7
)
Revaluation
(206
)
1



3

(202
)
Depreciation
(35
)
(8
)

(38
)
(28
)
(109
)
Other



(3
)

(3
)
September 30, 2019
715

93


196

391

1,395



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 13



Lease Liabilities
Balance Sheets
 
($ millions)
September 30, 2019

Current lease liabilities(1)
133

Non-current lease liabilities(1)
1,352

(1) 
Includes $481 million previously recorded in accrued liabilities and other long-term liabilities as at December 31, 2018.
Results of Operations
Three months ended,

 
Nine months ended,

($ millions)
September 30, 2019

 
September 30, 2019

Interest expense on lease liabilities(1) (note 13)
26

 
81

Expenses relating to short-term leases
4

 
16

(1) 
Includes nil and $5 million of interest allocated to the carrying amount of assets in Oil and Gas Properties for three and nine months ended September 30, 2019, respectively.
Cash Flow Summary
Three months ended,

 
Nine months ended,

($ millions)
September 30, 2019

 
September 30, 2019

Total cash flow used for leases
84

 
255

Note 8    Debt and Credit Facilities
Short-term Debt
 
 
 
($ millions)
September 30, 2019

 
December 31, 2018

Commercial paper(1)
200

 
200

(1) 
The commercial paper is supported by the Company’s syndicated credit facilities and the Company is authorized to issue commercial paper up to a maximum of $1.0 billion having a term not to exceed 365 days. The weighted average interest rate as at September 30, 2019, was 1.97 percent per annum (December 31, 20182.20 percent).
 
 
Canadian $ Amount
 
U.S. $ Denominated
Long-term Debt
Maturity
September 30, 2019

December 31, 2018

 
September 30, 2019

December 31, 2018

($ millions)
Long-term debt
 
 
 
 
 
 
5.00% notes
2020

400

 


3.95% notes(1)
2022
662

682

 
500

500

4.00% notes(1)
2024
993

1,023

 
750

750

3.55% notes
2025
750

750

 


3.60% notes
2027
750

750

 


4.40% notes
2029
993


 
750


6.80% notes(1)
2037
513

528

 
387

387

Debt issue costs(2)
 
(26
)
(19
)
 


Long-term debt
 
4,635

4,114

 
2,387

1,637

Long-term debt due within one year
 
 
 
 
 
 
6.15% notes(1)
2019

410

 

300

7.25% notes(1)
2019
993

1,023

 
750

750

5.00% notes
2020
400


 


Long-term debt due within one year
 
1,393

1,433

 
750

1,050

(1) 
The U.S. dollar denominated debt is designated as a hedge of the Company’s net investment in selected foreign operations with a U.S. dollar functional currency. Refer to Note 15 for Foreign Currency Risk Management.
(2) 
Calculated using the effective interest rate method.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 14



Credit Facilities
As at September 30, 2019, the covenants under the Company’s syndicated credit facilities are debt to capital covenants, calculated as total debt (long-term debt including long-term debt due within one year and short-term debt) and certain adjusting items specified in the agreement divided by total debt, shareholders’ equity and certain adjusting items specified in the agreement. These covenants are used to assess the Company’s financial strength. If the Company does not comply with the covenants under the syndicated credit facilities, there is the risk that repayment could be accelerated. The Company was in compliance with the syndicated credit facility covenants at September 30, 2019, and assessed the risk of non-compliance to be low. As at September 30, 2019, the Company had no direct borrowings under its $2.0 billion facility expiring June 19, 2022 (December 31, 2018no direct borrowings), and no direct borrowings under its $2.0 billion facility expiring March 9, 2024 (December 31, 2018no direct borrowings).
Notes
On January 29, 2018, the Company filed a universal short form base shelf prospectus (the ”2018 U.S. Shelf Prospectus”) with the Alberta Securities Commission. On January 30, 2018, the Company’s related U.S. registration statement with the SEC containing the 2018 U.S. Shelf Prospectus became effective which enables the Company to offer up to US$3.0 billion of debt securities, common shares, preferred shares, subscription receipts, warrants and units of the Company in the U.S. up to and including February 29, 2020.
On December 4, 2018, the Company entered into cash flow hedges using forward interest rate swaps to fix the underlying U.S. $500 million 10-year note fixed rate to December 15, 2019. During the three months ended March 31, 2019, the Company discontinued these cash flow hedges and these interest rate swaps were settled and derecognized during the period. Refer to Note 15.
On March 15, 2019, the Company issued US$750 million senior unsecured notes. The notes bear an annual interest rate of 4.40 percent and are due on April 15, 2029. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, the repayment of certain outstanding debt securities maturing in 2019. The Company may invest funds it does not immediately require in short-term marketable debt securities.
On May 1, 2019, the Company filed a universal short form base shelf prospectus (the “2019 Canadian Shelf Prospectus”) with applicable securities regulators in each of the provinces of Canada that enables the Company to offer up to $3.0 billion of common shares, preferred shares, debt securities, subscription receipts, warrants and other units in Canada up to and including June 1, 2021.
On June 17, 2019, the Company repaid the maturing 6.15 percent notes. The amount paid to note holders was $402 million.
On June 27, 2019, the maturity date for one of the Company's $2.0 billion revolving syndicated credit facilities, previously set to expire on March 9, 2020, was extended to March 9, 2024.
At September 30, 2019, the Company had unused capacity of $3.0 billion under it’s 2019 Canadian Shelf Prospectus and US$2.25 billion under the 2018 U.S. Shelf Prospectus and related U.S. registration statement.
The Company’s notes, credit facilities and short-term lines of credit rank equally in right of payment.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 15



Note 9    Asset Retirement Obligations
A reconciliation of the carrying amount of asset retirement obligations at September 30, 2019, is set out below:
Asset Retirement Obligations
 
($ millions)
 
December 31, 2018
2,424

Additions
47

Liabilities settled
(186
)
Revaluation
11

Exchange adjustment
(14
)
Accretion (note 13)
79

September 30, 2019
2,361

Expected to be incurred within one year
218

Expected to be incurred beyond one year
2,143

The Company has deposited $141 million (December 31, 2018$128 million) into the restricted cash account for funding of future asset retirement obligations in offshore China. These amounts have been reflected in restricted cash in the condensed interim consolidated balance sheets.
Note 10    Other Long-term Liabilities
Other Long-term Liabilities
 
 
 
($ millions)
September 30, 2019

 
December 31, 2018

Employee future benefits
215

 
205

Finance lease obligation (note 7)

 
467

Stock-based compensation
23

 
42

Deferred revenue
170

 
205

Other
123

 
188

End of period
531

 
1,107

Note 11    Share Capital
Common Shares
Common Shares
Number of Shares

 
Amount
($ millions)

December 31, 2018
1,005,121,738

 
7,293

September 30, 2019
1,005,121,738

 
7,293

Common Share Dividends
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019
 
 
2018
 
 
2019
 
 
2018
 
Declared

Paid

 
Declared

Paid

 
Declared

Paid

 
Declared

Paid

 
125

126

 
126

75

 
377

377

 
277

151

There were $125 million of common share dividends declared and payable in the third quarter of 2019 (September 30, 2018 $126 million). The dividends were paid on October 1, 2019, to shareholders of record at the close of business on September 3, 2019.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 16



Preferred Shares
Cumulative Redeemable Preferred Shares
Number of Shares

 
Amount
($ millions)

December 31, 2018
36,000,000

 
874

September 30, 2019
36,000,000

 
874

Cumulative Redeemable Preferred Share Dividends
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019
 
 
2018
 
 
2019
 
 
2018
 
Declared

Paid

 
Declared

Paid

 
Declared

Paid

 
Declared

Paid

Series 1 Preferred Shares
2

3

 
2

2

 
5

5

 
5

5

Series 2 Preferred Shares(1)


 


 
1

1

 
1

1

Series 3 Preferred Shares
3

6

 
3

3

 
8

8

 
8

8

Series 5 Preferred Shares
2

5

 
2

2

 
7

7

 
7

7

Series 7 Preferred Shares
2

3

 
2

2

 
5

5

 
5

5

 
9

17

 
9

9

 
26

26

 
26

26

(1) 
Series 2 Preferred Share dividends declared and paid in the three months ended September 30, 2019 was less than $1 million (three months ended September 30, 2018 was less than $1 million).
At September 30, 2019, preferred share dividends payable were nil (September 30, 2018 $9 million).
Stock-based Compensation
The following table summarizes the total expense (recovery) recognized in selling, general and administrative expenses in the condensed interim consolidated statements of income for the Company’s stock option plan and performance share units (“PSU”) for the three and nine months ended September 30, 2019 and 2018:
Stock-based Compensation
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019

 
2018

 
2019

 
2018

Stock option plan
(6
)
 
20

 
(9
)
 
42

PSU
(3
)
 
20

 
20

 
52

Stock-based compensation (note 12)
(9
)
 
40

 
11

 
94



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 17



Earnings per Share
Earnings per Share
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019

 
2018

 
2019

 
2018

Net earnings
273

 
545

 
971

 
1,241

Effect of dividends declared on preferred shares in the period
(9
)
 
(9
)
 
(26
)
 
(26
)
Net earnings - basic
264

 
536

 
945

 
1,215

Dilutive effect of accounting for stock options(1)
(9
)
 

 
(17
)
 

Net earnings - diluted
255

 
536

 
928

 
1,215

 
 
 
 
 
 
 
 
(millions)
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
1,005.1

 
1,005.1

 
1,005.1

 
1,005.1

Effect of stock dividends declared

 
2.3

 

 
1.1

Weighted average common shares outstanding – diluted
1,005.1

 
1,007.4

 
1,005.1

 
1,006.2

 
 
 
 
 
 
 
 
Earnings per share – basic ($/share)
0.26

 
0.53

 
0.94

 
1.21

Earnings per share – diluted ($/share)
0.25

 
0.53

 
0.92

 
1.21

(1) 
For the three and nine months ended September 30, 2019, equity-settlement of stock of options was used to calculate diluted earnings per share as it was considered more dilutive than cash-settlement (three and nine months ended September 30, 2018 - cash-settlement method was used). Stock-based compensation recovery was $3 million and $8 million based on equity-settlement for the three and nine months ended September 30, 2019 (three and nine months ended September 30, 2018 – expense of $3 million and $7 million), respectively. Stock-based compensation would have been a recovery of $6 million and $9 million based on cash-settlement for the three and nine months ended September 30, 2019 (three and nine months ended September 30, 2018 – expense of $20 million and $42 million), respectively.
For the three and nine months ended September 30, 2019, 20 million tandem options (three and nine months ended September 30, 20188 million and 13 million tandem options) were excluded from the calculation of diluted earnings per share as these options were anti-dilutive.
Note 12    Production, Operating and Transportation and Selling, General and Administrative Expenses
The following table summarizes production, operating and transportation expenses in the condensed interim consolidated statements of income for the three and nine months ended September 30, 2019 and 2018:
Production, Operating and Transportation Expenses
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Services and support costs
331

 
286

 
888

 
771

Salaries and benefits
186

 
213

 
568

 
556

Materials, equipment rentals and leases
65

 
65

 
187

 
181

Energy and utility
96

 
98

 
355

 
311

Licensing fees
46

 
46

 
151

 
158

Transportation
5

 
6

 
15

 
17

Other
(4
)
 
26

 
57

 
108

Total production, operating and transportation expenses
725

 
740

 
2,221

 
2,102



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 18



The following table summarizes selling, general and administrative expenses in the condensed interim consolidated statements of income for the three and nine months ended September 30, 2019 and 2018:
Selling, General and Administrative Expenses
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Employee costs(1)
95

 
76

 
283

 
254

Stock-based compensation expense (recovery)(2) (note 11)
(9
)
 
40

 
11

 
94

Contract services
33

 
26

 
93

 
75

Equipment rentals and leases
2

 
9

 
8

 
28

Maintenance and other
28

 
36

 
82

 
91

Total selling, general and administrative expenses
149

 
187

 
477

 
542

(1) 
Employee costs are comprised of salary and benefits earned during the period, plus cash bonuses awarded during the period. Annual bonus awards to be settled in shares are included in stock-based compensation expense.
(2) 
Stock-based compensation expense represents the cost to the Company for participation in share-based payment plans.
Note 13    Financial Items
Financial Items
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019

 
2018

 
2019

 
2018

Foreign exchange
 
 
 
 
 
 
 
Non-cash working capital gain (loss)
16

 
(12
)
 
(15
)
 
(12
)
Other foreign exchange gain (loss)
(24
)
 
3

 
39

 
28

Net foreign exchange gain (loss)
(8
)
 
(9
)
 
24

 
16

Finance income
24

 
15

 
60

 
48

Finance expenses
 
 
 
 
 
 
 
Long-term debt
(78
)
 
(83
)
 
(238
)
 
(237
)
Lease liabilities(1) (note 7)
(26
)
 

 
(81
)
 

Other

 
(3
)
 
(4
)
 
(5
)
 
(104
)
 
(86
)
 
(323
)
 
(242
)
Interest capitalized(2)
46

 
29

 
130

 
76

 
(58
)
 
(57
)
 
(193
)
 
(166
)
Accretion of asset retirement obligations (note 9)
(26
)
 
(23
)
 
(79
)
 
(72
)
Finance expenses
(84
)
 
(80
)
 
(272
)
 
(238
)
Total financial items
(68
)
 
(74
)
 
(188
)
 
(174
)
(1) 
Includes nil and $5 million of interest allocated to the carrying amount of assets in Oil and Gas Properties for the three and nine months ended September 30, 2019, respectively .
(2) 
Interest capitalized on project costs is calculated using the Company’s annualized effective interest rate of 5 percent (20185 percent).
Note 14    Cash Flows – Change in Non-cash Working Capital
Non-cash Working Capital
($ millions)
Three months ended September 30,
 
 
Nine months ended September 30,
 
2019

 
2018

 
2019

 
2018

Decrease (increase) in non-cash working capital
 
 
 
 
 
 
 
Accounts receivable
(289
)
 
(190
)
 
(290
)
 
(320
)
Inventories
(57
)
 
41

 
(442
)
 
(128
)
Prepaid expenses
(91
)
 
(49
)
 
(46
)
 
16

Accounts payable and accrued liabilities
330

 
375

 
198

 
150

Change in non-cash working capital
(107
)
 
177

 
(580
)
 
(282
)
Relating to:
 
 
 
 
 
 
 
Operating activities
(221
)
 
(35
)
 
(677
)
 
(600
)
Financing activities
10

 
64

 
29

 
139

Investing activities
104

 
148

 
68

 
179



HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 19



Note 15    Financial Instruments and Risk Management
Financial Instruments
The Company’s financial instruments include cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, short-term debt, long-term debt, and portions of other assets and other long-term liabilities. Derivative instruments are classified as fair value through profit or loss (”FVTPL”). The Company’s remaining financial instruments are measured at amortized cost. For financial instruments measured at amortized cost, the carrying values approximate their fair value with the exception of long-term debt.
The following table summarizes the Company’s financial instruments that are carried at fair value in the condensed interim consolidated balance sheets:
Financial Instruments at Fair Value
($ millions)
As at September 30, 2019

 
As at December 31, 2018

Commodity contracts – FVTPL
 
 
 
Natural gas(1)
22

 
(9
)
Crude oil(2)
1

 
89

Crude oil call options(3)
1

 

Crude oil put options(3)
(1
)
 

Foreign currency contracts – FVTPL
 
 
 
Foreign currency forwards
(9
)
 
(1
)
Other assets – FVTPL
1

 
1

Derivatives designated as a cash flow hedge - forward starting swaps

 
(14
)
Hedge of net investment(4)(5)
(755
)
 
(846
)
Total financial instruments at fair value
(740
)
 
(780
)
(1) 
Natural gas contracts includes a $6 million decrease as at September 30, 2019 (December 31, 2018$10 million decrease) to the fair value of held-for-trading inventory, recognized in the condensed interim consolidated balance sheets, related to third party physical purchase and sale contracts for natural gas held in storage. Total fair value of the related natural gas storage inventory was $18 million at September 30, 2019 (December 31, 2018$15 million).
(2) 
Crude oil contracts includes a less than $1 million increase at September 30, 2019 (December 31, 2018$67 million increase) to the fair value of held-for-trading inventory, recognized in the condensed interim consolidated balance sheets, related to third party crude oil physical purchase and sale contracts. Total fair value of the related crude oil inventory was $106 million at September 30, 2019 (December 31, 2018$185 million).
(3) 
Excludes net unsettled premiums of $5 million.
(4) 
Hedging instruments are presented net of tax.
(5) 
Represents the translation of the Company’s U.S. dollar denominated long-term debt designated as a hedge of the Company’s net investment in selected foreign operations with a U.S. dollar functional currency.
The fair value of long-term debt represents the present value of future cash flows associated with the debt. Market information, such as treasury rates and credit spreads, are used to determine the appropriate discount rates. These fair value determinations are compared to quotes received from financial institutions to ensure reasonability. As at September 30, 2019, the carrying value of the Company’s long-term debt was $6.0 billion and the estimated fair value was $6.4 billion (December 31, 2018 carrying value of $5.5 billion, estimated fair value - $5.7 billion).
All financial assets and liabilities are classified as Level 2 fair value measurements, except the commodity put and call options under a short-term hedging program, which are classified as Level 1 fair value measurement, as they are determined using quoted market prices. During the three and nine months ended September 30, 2019, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.
Risk Management Overview
The Company is exposed to risks related to the volatility of commodity prices, foreign exchange rates, and interest rates. It is also exposed to financial risks related to liquidity, credit, and contract risks. Risk management strategies and policies are employed to ensure that any exposures to risk are in compliance with the Company’s business objectives and risk tolerance levels. Responsibility for the oversight of risk management is held by the Company’s Board of Directors and is implemented and monitored by senior management within the Company.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 20



Market Risk
Commodity Price Risk Management
The Company uses derivative commodity instruments from time to time to manage exposure to price volatility on a portion of its crude oil and natural gas production, and it also uses firm commitments for the purchase or sale of crude oil and natural gas. These contracts meet the definition of a derivative instrument and have been recorded at their fair value in accounts receivable, inventory, other assets, accounts payable and accrued liabilities and other long-term liabilities. All derivatives are measured at fair value through profit or loss other than non-financial derivative contracts that meet the Company’s own use requirements.
At September 30, 2019, the Company was party to crude oil purchase and sale derivative contracts to mitigate its exposure to fluctuations in the benchmark price between the time a sales agreement is entered into and the time inventory is delivered. The Company was also party to third party physical natural gas purchase and sale derivative contracts in order to mitigate commodity price fluctuations. For the three and nine months ended September 30, 2019, the net unrealized gain recognized on the derivative contracts was $3 million and a net unrealized loss of $57 million (three and nine months ended September 30, 2018 – net unrealized gain of $22 million and $134 million), respectively.
During the nine months ended September 30, 2019, the Company entered into a commodity short-term hedging program using put and call options to manage risks related to volatility of commodity prices.
Western Texas Intermediate Crude Oil Call and Put Option Contracts(1)
 
Type
Transaction
Term
Volume (bbls/day)

Call Price (US$bbl)

Put Price (US$bbl)

Call options
Sold
October - December 2019
17,935

59.35


Put options
Bought
October - December 2019
23,641


55.16

Put options
Sold
October - December 2019
22,283


50.40

(1) 
Prices reported are the weighted average prices for the period.
For the three and nine months ended September 30, 2019, the Company incurred an unrealized loss of $7 million and an unrealized gain of less than $1 million (three and nine months ended September 30, 2018 – nil). For the three and nine months ended September 30, 2019, the Company incurred a realized gain of $14 million and $15 million respectively (three and nine months ended September 30, 2018 – nil).These amounts are recorded in other - net in the condensed consolidated statements of income.
Foreign Exchange Risk Management
The Company’s results are affected by the exchange rates between various currencies and the Company’s functional currency in Canadian dollars. As the majority of the Company’s revenues are denominated in U.S. dollars or based upon a U.S. benchmark price, fluctuations in the value of the Canadian dollar relative to the U.S. dollar may affect revenues significantly. To limit the exposure to foreign exchange risk, the Company hedges against these fluctuations by entering into short-dated foreign exchange contracts to fix the exchange rate for conversion of U.S. revenue dollars.
Foreign exchange fluctuations will result in a change in value of the U.S. dollar denominated debt and related finance expense when expressed in Canadian dollars. At September 30, 2019, the Company had designated US $2.4 billion denominated debt as a hedge of the Company’s selected net investments in its foreign operations with a U.S. dollar functional currency (December 31, 2018 – US$2.7 billion). For the three and nine months ended September 30, 2019, the Company incurred an unrealized loss of $32 million and an unrealized gain of $91 million (three and nine months ended September 30, 2018 – unrealized gain of $51 million and unrealized loss of $94 million), respectively, arising from the translation of debt, net of tax recovery of $5 million and net of tax $12 million (three and nine months ended September 30, 2018 – net of tax of $8 million and tax recovery of $15 million), respectively, which was recorded in hedge of net investment within other comprehensive income (loss).
Interest Rate Risk Management
The Company is exposed to fluctuations in short-term interest rates as Husky maintains a portion of its debt capacity in revolving and floating rate bank facilities and commercial paper and invests surplus cash in short-term debt instruments and money market instruments. The Company is also exposed to interest rate risk when fixed rate debt instruments are maturing and require refinancing or when new debt capital needs to be raised.
By maintaining a mix of both fixed and floating rate debt, the Company mitigates some of its exposure to interest rate changes. The optimal mix maintained will depend on market conditions. The Company may also enter into fair value or cash flow hedges using interest rate swaps.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 21



On March 13, 2019, the Company discontinued the cash flow hedges that were entered into in the fourth quarter of 2018 with respect to forward starting interest rate swaps. These forward interest rate swaps were settled and derecognized. As at September 30, 2019, an accrued loss of $15 million, net of tax recovery of $6 million, had been deferred in derivatives designated as cash flow hedges within other comprehensive income (loss). The accrued loss is being amortized into net earnings over the 10-year remaining life of the underlying long-term debt to which the hedging relationship was originally designated.
At September 30, 2019, the net balance deferred in other comprehensive income (loss) related to derivatives designated as cash flow hedges was a loss of $3 million (December 31, 2018 - gain of $13 million), net of tax recovery of $2 million (December 31, 2018 - net of tax of $4 million). The amortization of the net accrued loss upon settling the interest rate swaps resulted in a decrease to finance expense of less than $1 million and $2 million for the three and nine months ended September 30, 2019 (three and nine months ended September 30, 2018 - the amortization of a net accrued gain resulted in an offset to finance expense of less than $1 million and $2 million), respectively.
Note 16    Subsequent Event
The Company reached an agreement on October 4, 2019 to sell its Prince George Refinery recorded in the Canadian Refined Products segment to Tidewater Midstream and Infrastructure for $215 million in cash plus a closing adjustment for inventory, and a contingent payment of up to $60 million over two years. The transaction is subject to regulatory approval and is expected to close in the fourth quarter of 2019.


HUSKY ENERGY INC. | Q3 | Condensed Interim Consolidated Financial Statements | 22
EX-99.3 4 q32019husky-mda.htm EXHIBIT 99.3 Exhibit


MANAGEMENT’S DISCUSSION AND ANALYSIS
October 24, 2019
 
 
 
 
 
Table of Contents
1.0
 
Summary of Quarterly Results
2.0
 
Business Overview
3.0
 
Business Environment
4.0
 
Results of Operations
5.0
 
Risk Management and Financial Risks
6.0
 
Liquidity and Capital Resources
7.0
 
Critical Accounting Estimates and Key Judgments
8.0
 
Recent Accounting Standards and Changes in Accounting Policies
9.0
 
Outstanding Share Data
10.0
 
Reader Advisories
 
 
 
 
 
1.0         Summary of Quarterly Results
 
Three months ended
Quarterly Summary
Sept. 30

Jun. 30

Mar. 31

Dec. 31

Sept. 30

Jun. 30

Mar. 31

Dec. 31

($ millions, except where indicated)
2019

2019

2019

2018

2018

2018

2018

2017

Production (mboe/day)
294.8

268.4

285.2

304.3

296.7

295.5

300.4

320.4

Gross revenues and Marketing and other
5,394

5,386

4,645

5,042

6,300

5,983

5,262

5,534

Net earnings
273

370

328

216

545

448

248

672

Per share – Basic
0.26

0.36

0.32

0.21

0.53

0.44

0.24

0.66

Per share – Diluted
0.25

0.36

0.31

0.16

0.53

0.44

0.24

0.66

Cash flow – operating activities
800

760

545

1,313

1,283

1,009

529

1,351

Funds from operations(1)
1,021

802

959

583

1,318

1,208

895

1,014

Per share – Basic
1.02

0.80

0.95

0.58

1.31

1.20

0.89

1.01

Per share – Diluted
1.02

0.80

0.95

0.58

1.31

1.20

0.89

1.01

(1) 
Funds from operations is a non-GAAP measure. Refer to Section 10.3 for a reconciliation to the corresponding GAAP measure.
Performance
Net earnings of $273 million in the third quarter of 2019 compared to net earnings of $545 million in the third quarter of 2018, with the decrease primarily due to:
Lower earnings from Upstream operations due to lower global crude oil benchmark prices and lower production;
Lower earnings from crude oil marketing activities due to the tightening of location pricing differentials between Canada and the U.S.; and
Lower realized Upgrading and U.S. Refining margins.
Cash flow – operating activities and funds from operations, which excludes changes in working capital, were $800 million and $1,021 million, respectively, in the third quarter of 2019 compared to $1,283 million and $1,318 million, respectively, in the third quarter of 2018, with the decrease primarily attributed to the same factors noted above for net earnings.
Production decreased by 1.9 mboe/day or one percent to 294.8 mboe/day in the third quarter of 2019 compared to the third quarter of 2018 primarily due to:
Lower production from the Liwan Gas Project due to planned maintenance;
Lower production from the BD Project due to unplanned maintenance at the BD floating production, storage and offloading ("FPSO") vessel;
Lower heavy crude oil production due to government-mandated production quotas in Alberta and natural declines; and
Lower production from Atlantic due to lower production from the White Rose field, which resumed full production in mid-August 2019.
Partially offset by:
Higher bitumen production from the Company's thermal projects; and
Higher natural gas and natural gas liquids (“NGL”) production from Western Canada.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 1



2.0        Husky Business Overview
Husky Energy Inc. (“Husky” or the “Company”) is a Canadian integrated energy company and is based in Calgary, Alberta. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “HSE” and the Cumulative Redeemable Preferred Shares Series 1, Series 2, Series 3, Series 5 and Series 7 are listed under the symbols “HSE.PR.A”, “HSE.PR.B”, “HSE.PR.C”, “HSE.PR.E” and “HSE.PR.G”, respectively. The Company operates in Canada, the United States and the Asia Pacific region with Upstream and Downstream business segments.
2.1        Corporate Strategy
The Company’s business strategy is to generate returns from investing in a deep portfolio of projects and investment opportunities across two main businesses: (i) an integrated Canada-U.S. Upstream and Downstream corridor ( “Integrated Corridor”); and (ii) production located offshore the east coast of Canada ( “Atlantic”) and offshore China and Indonesia ( “Asia Pacific”) (Atlantic and Asia Pacific collectively, “Offshore”). These investments provide for increasing margins, funds from operations and earnings. A strong balance sheet, deep physical integration and largely fixed price contracts in Asia Pacific provide resilience to market volatility while preserving upside.
Integrated Corridor
The Company’s business in the Integrated Corridor includes crude oil, bitumen, natural gas and NGL production from Western Canada, the Lloydminster upgrading and asphalt refining complex, Husky Midstream Limited Partnership (35 percent working interest and operatorship), and the Lima, Superior, and Toledo (50 percent working interest) refineries in the U.S. Midwest. Natural gas production from the Western Canada portfolio supplies the Company’s energy requirements for refining and thermal bitumen production and acts as a natural hedge.
Offshore
The Company’s Offshore business includes operations, development and exploration in Asia Pacific and Atlantic. Each area generates high-netback production, with near and long-term investment potential.
2.2        Operations Overview and Q3 Highlights
Upstream Operations
Upstream operations in the Integrated Corridor and Offshore include exploration for, and development and production of, crude oil, bitumen, natural gas and NGL (“Exploration and Production”) and the marketing of the Company’s and other producers’ crude oil, natural gas, NGL, sulphur and petroleum coke. Additionally, Upstream operations include pipeline transportation, the blending of crude oil and natural gas and storage of crude oil, diluent and natural gas (“Infrastructure and Marketing”). Infrastructure and Marketing markets and distributes products to customers on behalf of Exploration and Production and is grouped in the Upstream business segment based on the nature of its interconnected operations. The Company’s Upstream operations are located primarily in Western Canada, Atlantic and Asia Pacific.
Exploration and Production
Thermal Developments
The Company continued to advance its inventory of thermal projects in the third quarter of 2019, with the commencement of production at its Dee Valley thermal project in Saskatchewan, the second of seven 10,000-barrel-per-day thermal bitumen projects scheduled to be brought onstream from 2018-2023. These long-life developments are being built with modular, repeatable designs and require low sustaining capital once brought online.
Total thermal bitumen production, including Lloyd thermal projects, the Tucker Thermal Project and the Sunrise Energy Project, averaged 126,400 bbls/day (Husky working interest) in the third quarter of 2019. Production for the quarter was impacted by government-mandated production quotas in Alberta and planned turnarounds at three of the Saskatchewan thermal plants.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 2



Lloyd Thermal Bitumen Projects
The following table shows the major projects and their status as at September 30, 2019:
Project Name
Nameplate Capacity (bbls/day)
Expected Project Production Date
Project Status
Dee Valley
10,000
On production
First steam was achieved on June 30, 2019, with first oil achieved on August 24, 2019, and reached nameplate capacity on September 30, 2019.
Spruce Lake Central
10,000
Second half of 2020
Module setting has been completed and the Central Processing Facility plant is expected to be completed by the end of 2019. Piling has been completed on well pads and flow lines.
Spruce Lake North
10,000
Around the end of 2020
Site piling and concrete work have been completed. Module fabrication is on schedule and module setting has begun with the Once-Through Steam Generators delivered and set on site.
Spruce Lake East
10,000
Around the end of 2021
Regulatory approval has been received, and lease construction has been completed.
Edam Central
10,000
2022
Regulatory approval has been received.
Dee Valley 2
10,000
2023
Regulatory approval has been received.
Tucker Thermal Project
Production in the third quarter of 2019 averaged 23,000 bbls/day and was impacted by the government-mandated production quotas in Alberta.
Sunrise Energy Project
Total production in the third quarter of 2019 averaged 53,000 bbls/day (26,500 bbls/day Husky working interest) and was impacted by the government-mandated production quotas in Alberta.
Western Canada
Oil and Natural Gas Resource Plays
The Company drilled one well at Karr, which completed the 2019 Montney drilling program. The Company expects 10 Montney wells at Wembley and Karr to be on production by the end of 2019.
Non-Thermal Developments
The Company is managing the natural decline in Cold Heavy Oil Production with Sand operations with an active optimization program, as well as ongoing investment in Enhanced Oil Recovery (“EOR”) projects. The Aberfeldy EOR Polymer Project began operations in August 2019.
Asia Pacific
China
Block 29/26
Total production from Liwan 3-1 and Liuhua 34-2 averaged 68,200 boe/day (33,000 boe/day Husky working interest) in the third quarter of 2019. Total production consisted of natural gas production of 323.2 mmcf/day and NGL production of 14,300 bbls/day.
Construction continues at Liuhua 29-1, the third deepwater gas field of the Liwan Gas Project. Three of the seven wells were fully completed and prepared for production. The upper completion of the remaining four wells is to be installed in the fourth quarter of 2019. The initial infield pipe lay program was completed in August 2019, and the control system and flow lines are to be installed in 2020. First gas production from Liuhua 29-1 development is expected by the end of 2020.
Block 15/33
The Company is progressing commercial development plans following the successful drilling and testing of an exploration well on Block 15/33. Additional appraisal work is being considered on the block and the block boundaries have been extended.
The Company is the operator of the block with a working interest of 100 percent during the exploration phase. In the event of a commercial discovery, China National Offshore Oil Corporation Limited (“CNOOC”) may assume a participating partnership interest of up to 51 percent in the block for the development and production phases.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 3



Blocks 22/11 and 23/07
The Company and CNOOC signed two Production Sharing Contracts (“PSC”) for Blocks 22/11 and 23/07 in the Beibu Gulf area of the South China Sea in the first half of 2018. Initial evaluation work of existing data on these two blocks is currently being carried out to assess exploration potential.
The Company is the operator of both blocks with a working interest of 100 percent during the exploration phase. In the event of a commercial discovery, CNOOC may assume a participating partnership interest of up to 51 percent in either or both blocks for the development and production phases.
Indonesia
Madura Strait
Total production averaged 21,300 boe/day (8,500 boe/day Husky working interest) in the third quarter of 2019. Total production consisted of natural gas production of 85.6 mmcf/day and NGL production of 7,000 bbls/day.
At the MDA and MBH fields, the two shallow water platforms have been fully installed and preparations are underway to drill the five MDA and two MBH field production wells. Gas production and sales are expected to commence in 2021. Subsequently, an additional shallow water field, named MDK, is scheduled to be developed via a separate platform and tied into the MDA and MBH infrastructure. The processed gas from these three fields will be tied directly into the East Java subsea pipeline system and sold to the East Java market under long-term contracts.
Atlantic
White Rose Field and Satellite Extensions
Full production was restored to the White Rose field and satellite extensions in mid-August, following regulatory approvals to resume operations from the South White Rose Extension (“SWRX”) and North Amethyst Drill Centres. Production from these drill centres had been suspended since November 2018, due to a spill from a flowline connector at the SWRX. The flowline connector has since been replaced. The field has now ramped up to rates of approximately 20,000 bbls/day (Husky working interest).
Construction continued on the Concrete Gravity Structure for the West White Rose Project. A third planned slipform was completed at the dry-dock in Argentia, Newfoundland and Labrador, and the first three interior decks were installed. A fourth slipform was completed in mid-October. First production is expected around the end of 2022.
Atlantic Exploration
The Company continued to evaluate the results of its 2018 discovery at the A-24 exploration well north of the White Rose field. The Company has a 68.875 percent ownership interest, with partners Suncor Energy and Nalcor Energy Oil and Gas holding 26.125 percent and five percent, respectively.
Infrastructure and Marketing
Husky Midstream Limited Partnership
Saskatchewan Gathering System Expansion
A multi-year expansion program is underway and will provide transportation of diluent and heavy oil blend for several additional thermal plants.
Ansell Corser Plant
The new gas processing plant is under construction and is expected to add 120 mmcf/day of processing capacity when it is scheduled to come online in the fourth quarter of 2019.
Hardisty Tanks
Construction is underway for 1.5 mmbbls of storage at the Hardisty Terminal scheduled for completion by the end of 2020.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 4



Downstream Operations
Downstream operations in the Integrated Corridor in Canada includes upgrading of heavy crude oil feedstock into synthetic crude oil (“Upgrading”), refining crude oil, producing ethanol and marketing of heavy and synthetic crude oil, refined petroleum products including gasoline, diesel, ethanol blended fuels, asphalt and ancillary products (“Canadian Refined Products”). It also includes refining of crude oil in the U.S. to produce and market diesel fuels, gasoline, jet fuel and asphalt (“U.S. Refining and Marketing”). Upgrading, Canadian Refined Products and U.S. Refining and Marketing all process and refine natural resources into marketable products and are grouped together as the Downstream business segment due to the similar nature of their products and services.
Canadian Refined Products
During the first quarter of 2019, the Company announced a strategic review to market and potentially sell the Prince George Refinery and its Canadian retail and commercial fuels business.
The Company reached an agreement on October 4, 2019 to sell its Prince George Refinery to Tidewater Midstream and Infrastructure for $215 million in cash plus a closing adjustment for inventory, and a contingent payment of up to $60 million over two years. The transaction is subject to regulatory approval and is expected to close in the fourth quarter of 2019.
The strategic review of the Company's retail and commercial fuels business continues to progress.
U.S. Refining and Marketing
Lima Refinery
Crude Oil Flexibility Project
The Company's crude oil flexibility project at the Lima Refinery is designed to allow for the processing of up to 40,000 bbls/day of heavy crude oil feedstock from Western Canada, providing the ability to swing between light and heavy crude oil feedstock. The Refinery entered into a planned turnaround in the third quarter of 2019 to complete the project. The project is expected to be completed by the end of 2019.
Superior Refinery
On April 26, 2018, the Superior Refinery experienced an incident while preparing for a major turnaround. Demolition and site preparation work progressed through 2019. Permits necessary for the rebuild were received by September 27, 2019 and rebuilding work began immediately. The investment in the rebuild is estimated to be more than US$400 million, of which the Company anticipates a substantial portion will be recovered from property damage insurance. The Company anticipates that lost income through April 2020 will be compensated by business interruption insurance. The refinery will be rebuilt with the same throughput capacity and will be able to produce a full slate of products, including asphalt, gasoline and diesel. Full operations are expected to resume in 2021.
2.3        Financial Strategic Plan
During the third quarter of 2019:
The Board of Directors declared a quarterly dividend of $0.125 per common share, or $125 million, for the second quarter of 2019. The dividends were paid on October 1, 2019, to shareholders of record at the close of business on September 3, 2019; and
Dividends of $9 million were declared on preferred shares for the third quarter of 2019, and were paid on September 30, 2019, to shareholders of record at the close of business on September 3, 2019.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 5



3.0        Business Environment
Average Benchmarks
 
 
Three months ended
Nine months ended
 
 
Sept. 30

Jun. 30

Mar. 31

Dec. 31

Sept. 30

Sept. 30

 
Sept. 30

Average Benchmarks Summary
2019

2019

2019

2018

2018

2019

 
2018

West Texas Intermediate (WTI) crude oil(1)
(US$/bbl)
56.45

59.82

54.90

58.81

69.50

57.06

 
66.75

Brent crude oil(2)
(US$/bbl)
61.94

68.82

63.20

67.54

75.23

64.65

 
72.11

Light sweet at Edmonton
($/bbl)
68.41

73.85

66.53

42.68

81.92

69.60

 
78.19

Western Canadian Select (WCS) at Hardisty(3)
(US$/bbl)
44.21

49.14

42.61

19.38

47.25

45.32

 
44.82

Lloyd heavy crude oil at Lloydminster
($/bbl)
54.84

61.71

52.12

12.83

54.01

56.22

 
48.16

WTI/Lloyd crude blend differential
(US$/bbl)
11.90

10.28

11.88

39.32

22.06

11.35

 
21.68

Condensate at Edmonton
(US$/bbl)
52.02

55.86

50.56

45.28

66.65

52.81

 
66.17

NYMEX natural gas(4)
(US$/mmbtu)
2.39

2.64

3.15

3.64

2.90

2.73

 
2.90

NOVA Inventory Transfer (NIT) natural gas
($/GJ)
0.99

1.11

1.84

1.80

1.28

1.31

 
1.34

Chicago Regular Unleaded Gasoline
(US$/bbl)
71.71

81.40

63.41

67.34

86.61

72.27

 
81.55

Chicago Ultra-low Sulphur Diesel
(US$/bbl)
75.26

81.50

77.10

85.42

92.21

77.96

 
87.62

Chicago 3:2:1 crack spread
(US$/bbl)
16.44

21.61

13.08

13.38

19.04

17.11

 
16.78

U.S./Canadian dollar exchange rate
(US$)
0.757

0.748

0.752

0.757

0.765

0.752

 
0.777

Canadian $ Equivalents(5)
 
 
 
 
 
 
 
 
 
WTI crude oil
($/bbl)
74.57

79.97

73.01

77.69

90.85

75.88

 
85.91

Brent crude oil
($/bbl)
81.82

92.00

84.04

89.22

98.34

85.97

 
92.81

WCS at Hardisty
($/bbl)
58.40

65.70

56.66

25.60

61.76

60.27

 
57.68

WTI/Lloyd crude blend differential
($/bbl)
15.72

13.74

15.80

51.94

28.84

15.09

 
27.90

NYMEX natural gas
($/mmbtu)
3.16

3.53

4.19

4.81

3.79

3.63

 
3.73

(1) 
Calendar month Average of settled prices for WTI at Cushing, Oklahoma.
(2) 
Calendar Month Average of settled prices for Dated Brent.
(3) 
WCS is a heavy blended crude oil, comprised of conventional and bitumen crude oils blended with diluent which terminals at Hardisty, Alberta. Quoted prices are indicative of the Index for WCS at Hardisty, Alberta, set in the month prior to delivery.
(4) 
Prices quoted are average settlement prices during the period.
(5) 
Prices quoted are calculated using U.S. dollar benchmark commodity prices and monthly average U.S./Canadian dollar exchange rates.
Crude Oil Benchmarks
Global crude oil benchmarks in the third quarter of 2019 decreased relative to the third quarter of 2018. WTI averaged US$56.45/bbl during the third quarter of 2019, compared to US$69.50/bbl during the third quarter of 2018. Brent averaged US$61.94/bbl during the third quarter of 2019, compared to US$75.23/bbl during the third quarter of 2018. WCS averaged US$44.21/bbl during the third quarter of 2019, compared to US$47.25/bbl during the third quarter of 2018.
The price received by the Company for crude oil production from Western Canada is primarily driven by the price of WTI, adjusted to Western Canada for location and quality. The price received by the Company for crude oil production from Atlantic and for NGL production from Asia Pacific is primarily driven by the price of Brent. A significant portion of the Company’s crude oil production from Western Canada is classified as either heavy crude oil or bitumen, which trades at a discount to light crude oil. The Company’s crude oil and NGL production was 75 percent heavy crude oil and bitumen in the third quarter of 2019 compared to 72 percent in the third quarter of 2018.
The Company’s heavy crude oil and bitumen production is blended with diluent (condensate) in order to facilitate its transportation through pipelines. Therefore, the price received for a barrel of blended heavy crude oil or bitumen is impacted by the prevailing market price for condensate. The price of condensate at Edmonton decreased in the third quarter of 2019 compared to the third quarter of 2018, primarily due to the decrease in crude oil benchmark pricing.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 6



Natural Gas Benchmarks
The price received by the Company for natural gas production from Western Canada is largely driven by the NIT near-month contract price of natural gas and the location differential (net of transportation costs) between NIT and the market prices in the hubs at the end of the Company's long-haul export pipelines. The price received by the Company for production from Asia Pacific is determined by long-term contracts.
North American natural gas is consumed internally by the Company’s Upstream and Downstream operations, helping to mitigate the impact of weak natural gas benchmark prices on results.
Refining Benchmarks
The Chicago 3:2:1 crack spread is a key indicator for U.S. Midwest refining margins and reflects refinery gasoline output that is approximately twice the distillate output, and is calculated as the price of two-thirds of a barrel of gasoline plus one-third of a barrel of distillate fuel less one barrel of crude oil. Market crack spreads are based on quoted near-month contracts for WTI and spot prices for gasoline and diesel and do not reflect the actual crude purchase costs or the product configuration of a specific refinery. The Chicago Regular Unleaded Gasoline and the Chicago Ultra-low Sulphur Diesel average benchmark prices are the standard products included in the Chicago 3:2:1 crack spread.
The Chicago 3:2:1 crack spread is a gross margin based on the prices of unblended fuels. The cost of purchasing Renewable Identification Numbers (“RINs”) or physically blending biofuel into a final gasoline or diesel product has not been deducted from the Chicago 3:2:1 gross margin. The market value of gasoline or distillate that has been blended may be lower than the value of unblended petroleum products given the value a buyer of unblended petroleum can gain by generating RINs through blending. The Company sells both blended and unblended fuels with the goal of maximizing margins net of RINs purchases.
The Company’s realized refining margins are affected by the product configuration of its refineries, crude oil feedstock, product slates, transportation costs to benchmark hubs and the time lag between the purchase and delivery of crude oil. The product slates produced at the Lima and BP-Husky Toledo refineries contain approximately 14 percent of other products that are sold at discounted market prices compared to gasoline and distillate. The Company’s realized refining margins are accounted for on a first in first out (”FIFO”) basis in accordance with International Financial Reporting Standards (“IFRS”).
Foreign Exchange
The majority of the Company’s revenues are received in U.S. dollars from the sale of oil and gas commodities and refined products whose prices are determined by reference to U.S. benchmark prices. The majority of the Company’s non-hydrocarbon related expenditures are denominated in Canadian dollars. An increase in the value of the Canadian dollar relative to the U.S. dollar will decrease the revenues received from the sale of oil and gas commodities. Correspondingly, a decrease in the value of the Canadian dollar relative to the U.S. dollar will increase the revenues received from the sale of oil and gas commodities. In addition, changes in foreign exchange rates impact the translation of U.S. Downstream and Asia Pacific operations and U.S. dollar denominated debt. The Canadian dollar averaged US$0.757 in the third quarter of 2019 compared to US$0.765 in the third quarter of 2018.
A portion of the Company’s long-term sales contracts in Asia Pacific are priced in Chinese Yuan (“RMB”). An increase in the value of the Canadian dollar relative to the RMB will decrease the revenues received in Canadian dollars from the sale of natural gas commodities in the region. The Canadian dollar averaged RMB 5.315 in the third quarter of 2019 compared to RMB 5.209 in the third quarter of 2018.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 7



Sensitivity Analysis
The following table is indicative of the impact of changes in certain key variables in the third quarter of 2019 on earnings before income taxes and net earnings on an annualized basis. The table below reflects what the effect would have been on the financial results had the indicated variable increased by the notional amount. The analysis is based on business conditions and production volumes during the third quarter of 2019. Each separate item in the sensitivity analysis shows the approximate effect of an increase in that variable only; all other variables are held constant. While these sensitivities are indicative for the period and magnitude of changes on which they are based, they may not be applicable in other periods, under other economic circumstances or upon greater magnitudes of change.
 
2019

 
 
 
 
 
 
 
Third Quarter

 
 
 
Effect on Earnings
 
Effect on
Sensitivity Analysis
Average

 
Increase
 
before Income Taxes(1)
 
Net Earnings(1)
 
 
 
 
 
($ millions)

($/share)(2)

 
($ millions)

($/share)(2)

WTI benchmark crude oil price(3)(4)
56.45

 
US $1.00/bbl
 
95

0.09

 
70

0.07

NYMEX benchmark natural gas price(5)
2.39

 
US $0.20/mmbtu
 


 


WTI/Lloyd crude blend differential(6)
11.90

 
US $1.00/bbl
 
(4
)

 
(3
)

Canadian asphalt margins
28.39

 
Cdn $1.00/bbl
 
13

0.01

 
10

0.01

Canadian light oil margins
0.038

 
Cdn $0.005/litre
 
14

0.01

 
10

0.01

Chicago 3:2:1 crack spread
16.44

 
US $1.00/bbl
 
116

0.12

 
90

0.09

Exchange rate (US $ per Cdn $)(3)(7)
0.757

 
US $0.01
 
(78
)
(0.08
)
 
(58
)
(0.06
)
(1) 
Excludes mark to market accounting impacts.
(2) 
Based on 1,005.1 million common shares outstanding as at September 30, 2019.
(3) 
Does not include gains or losses on inventory.
(4) 
Includes impacts related to Brent-based production.
(5) 
Includes impact of natural gas consumption by the Company.
(6) 
Excludes impact on Canadian asphalt operations.
(7) 
Assumes no foreign exchange gains or losses on U.S. dollar denominated long-term debt and other monetary items, including cash balances.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 8



4.0        Results of Operations
4.1        Upstream
Exploration and Production
Exploration and Production Earnings Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
 ($ millions)
2019

 
2018

 
2019

 
2018

Gross revenues
1,241

 
1,319

 
3,677

 
3,687

Royalties
(81
)
 
(106
)
 
(235
)
 
(285
)
Net revenues
1,160

 
1,213

 
3,442

 
3,402

Purchases of crude oil and products

 

 

 
1

Production, operating and transportation expenses
399

 
398

 
1,199

 
1,139

Selling, general and administrative expenses
78

 
71

 
226

 
224

Depletion, depreciation, amortization and impairment (“DD&A”)
497

 
461

 
1,349

 
1,342

Exploration and evaluation expenses
41

 
26

 
157

 
96

Loss (gain) on sale of assets

 
2

 
(2
)
 
(2
)
Other – net
(18
)
 
(42
)
 
97

 
(11
)
Share of equity investment gain
(15
)
 
(12
)
 
(42
)
 
(33
)
Financial items
39

 
27

 
121

 
68

Provisions for income taxes
33

 
68

 
79

 
149

Net earnings
106

 
214

 
258

 
429

Third Quarter
Exploration and Production net revenues decreased by $53 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower average realized sales prices and lower production, both of which are described in more detail below.
Provisions for income taxes decreased by $35 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower earnings before income taxes in the third quarter of 2019.
Nine Months
Exploration and Production net revenues increased by $40 million compared to the same period in 2018, primarily due to higher average realized sales prices, partially offset by lower production, both of which are described in more detail below.
Exploration and evaluation expenses increased by $61 million compared to the same period in 2018, primarily due to higher expensed drilling, which is described in more detail in the Exploration and Evaluation Expenses section.
Other – net increased by $108 million compared to the same period in 2018, primarily due to profit or loss elimination between segments.
Financial items increased by $53 million compared to the same period in 2018, primarily due to higher finance expenses arising from the adoption of IFRS 16 in 2019.
Provisions for income taxes decreased by $70 million compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 9



Average Sales Prices Realized


Three months ended September 30,
 
 
Nine months ended September 30,
 
Average Sales Prices Realized
2019

 
2018

 
2019

 
2018

Crude oil and NGL ($/bbl)
 
 
 
 
 
 
 
Light and Medium crude oil
71.32

 
93.84

 
73.44

 
89.04

NGL(1)
38.39

 
60.08

 
44.74

 
56.61

Heavy crude oil
56.70

 
50.09

 
56.54

 
45.48

Bitumen
51.09

 
46.00

 
51.88

 
39.35

Total crude oil and NGL average
53.46

 
56.02

 
54.15

 
49.99

Natural gas average ($/mcf)(1)
5.44

 
6.15

 
6.25

 
6.55

 Total average ($/boe)
47.54

 
50.44

 
49.26

 
47.02

(1) 
Reported average NGL and natural gas prices include Husky’s working interest from the BD Project (40 percent). Revenues and expenses related to the Husky-CNOOC Madura Ltd. joint venture are accounted for under the equity method for interim financial statement purposes.
Third Quarter
The average sales prices realized by the Company for crude oil and NGL production decreased by five percent in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower global benchmark crude oil prices and lower realized NGL prices, partially offset by the narrowing of the Canadian light/heavy oil differential.
The average sales prices realized by the Company for natural gas production decreased by 12 percent in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower production from the Liwan Gas Project.
Nine Months
The average sales prices realized by the Company for crude oil and NGL production increased by eight percent compared to the same period in 2018, primarily due to the narrowing the Canadian light/heavy oil differential, partially offset by the lower global benchmark crude oil prices.
The average sales prices realized by the Company for natural gas production decreased by five percent compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 10



Daily Gross Production
 
Three months ended September 30,
 
 
Nine months ended September 30,
 
Daily Gross Production
2019

 
2018

 
2019

 
2018

Crude Oil and NGL (mbbls/day)
 
 
 
 
 
 
 
Western Canada
 
 
 
 
 
 
 
Light and Medium crude oil
9.4

 
9.9

 
8.6

 
9.4

NGL
13.0

 
11.9

 
12.7

 
11.8

Heavy crude oil
31.6

 
34.6

 
29.4

 
37.6

Bitumen(1)
126.4

 
117.3

 
125.7

 
121.2

 
180.4

 
173.7

 
176.4

 
180.0

Atlantic
 
 
 
 
 
 
 
White Rose and Satellite Fields – light crude oil
16.4

 
21.0

 
9.3

 
20.0

Terra Nova – light crude oil
4.7

 
2.8

 
4.4

 
4.3

 
21.1

 
23.8

 
13.7

 
24.3

Asia Pacific
 
 
 
 
 
 
 
Liwan – NGL(2)
6.6

 
8.4

 
7.1

 
8.1

Madura –NGL(3)
2.8

 
4.2

 
2.6

 
2.3

 
9.4


12.6

 
9.7

 
10.4

 
210.9

 
210.1

 
199.8

 
214.7

 Natural gas (mmcf/day)
 
 
 
 
 
 
 
Western Canada
310.4

 
297.6

 
297.2

 
287.2

Asia Pacific
 
 
 
 
 
 
 
Liwan(2)
158.3

 
181.9

 
166.7

 
180.6

Madura(3)
34.6

 
40.0

 
34.3

 
29.2

 
192.9

 
221.9

 
201.0

 
209.8

 
503.3

 
519.5

 
498.2

 
497.0

 Total (mboe/day)
294.8

 
296.7

 
282.8

 
297.5

(1) 
Bitumen consists of production from thermal developments in Lloydminster, the Tucker Thermal Project located near Cold Lake, Alberta and the Sunrise Energy Project.
(2) 
Reported production volumes include Husky’s working interest production from the Liwan Gas Project (49 percent).
(3) 
Reported production volumes include Husky’s working interest production from the BD Project (40 percent). Revenues and expenses related to the Husky-CNOOC Madura Ltd. joint venture are accounted for under the equity method for interim financial statement purposes.
Crude Oil and NGL Production
Third Quarter
Crude oil and NGL production increased by 0.8 mbbls/day in the third quarter of 2019 compared to the third quarter of 2018, primarily due to increased bitumen production from the Company’s thermal projects combined with increased NGL production from Western Canada. The increases were partially offset by lower production from Asia Pacific due to planned maintenance at Liwan Gas Project and lower production from the BD Project due to unplanned maintenance at the BD FPSO, a reduction of heavy crude oil production due to government-mandated production quotas in Alberta and natural declines, and lower production from Atlantic due to the suspension of production from the SWRX and North Amethyst Drill Centres at the White Rose field (with full production restored in mid-August 2019).
Nine Months
Crude oil and NGL production decreased by 14.9 mbbls/day compared to the same period in 2018, primarily due to lower production from Atlantic due to the suspension of production from the White Rose field combined with a reduction of heavy crude oil production due to government-mandated production quotas in Alberta and natural declines. The decreases were partially offset by increased bitumen production from the Company’s thermal projects, combined with increased NGL production from Western Canada.
Natural Gas Production
Third Quarter
Natural gas production decreased by 16.2 mmcf/day in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower production from the Liwan Gas Project due to planned maintenance in the third quarter of 2019. The decrease was partially offset by the higher production at the Rainbow Lake development.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 11



Nine Months
Natural gas production increased by 1.2 mmcf/day compared to the same period in 2018, primarily due to higher production from the BD Project and the Rainbow Lake development, which was partially offset by the same factors which impacted the third quarter .
2019 Production Guidance
The following table shows actual daily production for the nine months ended September 30, 2019, and the year ended December 31, 2018, as well as the previously issued production guidance for 2019.
 
 
 
Actual Production
 
Guidance
 
Nine months ended

 
Year ended

Gross Production
2019
 
September 30, 2019

 
December 31, 2018

Canada
 
 
 
 
 
Light & medium crude oil (mbbls/day)
29 - 31
 
22

 
31

NGL (mbbls/day)
12 - 13
 
13

 
12

Heavy crude oil & bitumen (mbbls/day)
155 - 163
 
155

 
161

Natural gas (mmcf/day)
297 - 307
 
297

 
291

Canada total (mboe/day)
246 - 258
 
240

 
252

Asia Pacific
 
 
 
 
 
NGL (mbbls/day)(1)
9 - 10
 
10

 
11

Natural gas (mmcf/day)(1)
210 - 220
 
201

 
216

Asia Pacific total (mboe/day)
44 - 47
 
43

 
47

Total (mboe/day)
290 - 305
 
283

 
299

(1) 
Includes Husky’s working interest production from the BD Project (40 percent). Revenues and expenses related to the Husky-CNOOC Madura Ltd. joint venture are accounted for under the equity method for interim financial statement purposes.
Production for the nine months ended September 30, 2019 reflects planned turnarounds, ongoing government-mandated production quotas in Alberta and a staged restart of White Rose operations. The last quarter of the year is expected to have higher production volumes as the Company exits the turnaround season, and fully ramps up production at White Rose and the Dee Valley thermal project in Saskatchewan.
Royalties
Royalties
Three months ended September 30,
 
 
Nine months ended September 30,
 
(Percent)
2019
 
2018

 
2019
 
2018

Western Canada(1)
7
 
9

 
7
 
9

Atlantic
8
 
8

 
10
 
8

Asia Pacific(2)
7
 
7

 
7
 
7

Total
7
 
8

 
7
 
8

(1) 
Includes thermal and non-thermal developments.
(2) 
Reported royalties include Husky’s working interest from the BD Project (40 percent). Revenues and expenses related to the Husky-CNOOC Madura Ltd. joint venture are accounted for under the equity method for interim financial statement purposes.
Third Quarter
Total royalty rates decreased in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower royalty rates from Western Canada as a result of a gas cost allowance credit which reduced the net royalty rate in the third quarter of 2019.
Nine Months
Total royalty rates decreased compared to the same period in 2018, primarily due to lower royalty rates from thermal developments as a result of a change to pre-payout status of a thermal property in the first quarter of 2019, combined with the same factors which impacted the third quarter. The decrease was partially offset by increased royalty rates for Atlantic compared to the same period in 2018, primarily due to a higher proportion of production from the Terra Nova field, which has a higher royalty rate.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 12



Operating Costs
Operating Costs
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Western Canada(1)
316

 
318

 
950

 
917

Atlantic
63

 
55

 
184

 
156

Asia Pacific (2)
24

 
28

 
73

 
70

Total
403

 
401

 
1,207

 
1,143

Per unit operating costs ($/boe)
14.83

 
14.68

 
15.63

 
14.08

(1) 
Includes thermal and non-thermal developments.
(2) 
Reported operating costs include Husky’s working interest from the BD Project (40 percent). Revenues and expenses related to the Husky-CNOOC Madura Ltd. joint venture are accounted for under the equity method for interim financial statement purposes.
Third Quarter
Total Exploration and Production operating costs were $403 million in the third quarter of 2019 compared to $401 million in the third quarter of 2018. Total per unit operating costs averaged $14.83/boe in the third quarter of 2019 compared to $14.68/boe in the third quarter of 2018. The increase in per unit operating costs was primarily due to the factors discussed below.
Per unit operating costs in Atlantic averaged $32.21/bbl in the third quarter of 2019 compared to $25.22/bbl in the third quarter of 2018. The increase in per unit operating costs was primarily due to lower production and additional well workover scope at the White Rose field.
Per unit operating costs in Western Canada averaged $14.76/boe in the third quarter of 2019 compared to $15.48/boe in the third quarter of 2018. The decrease in per unit operating costs was primarily due to a planned turnaround at the Tucker Thermal Project and planned maintenance at the Sunrise Energy Project during the third quarter of 2018
Per unit operating costs in Asia Pacific averaged $6.39/boe in the third quarter of 2019 compared to $5.98/boe in the third quarter of 2018. The increase in per unit operating costs was primarily due to lower production, combined with higher maintenance costs from the Liwan Gas Project in the third quarter of 2019.
Nine Months
Total Exploration and Production operating costs were $1,207 million compared to $1,143 million in the same period in 2018. Total per unit operating costs averaged $15.63/boe compared to $14.08/boe in the same period in 2018. The increase in per unit operating costs was primarily due to the factors discussed below.
Per unit operating costs in Atlantic averaged $49.24/bbl compared to $23.51/bbl in the same period in 2018. The increase in per unit operating costs was primarily due to the costs associated with the flowline repair, combined with the same factors which impacted the third quarter.
Per unit operating costs in Western Canada averaged $15.41/boe compared to $14.76/boe in the same period in 2018. The increase in per unit operating costs was primarily due to higher natural gas costs and lower production.
Per unit operating costs in Asia Pacific averaged $6.23/boe compared to $5.62/boe in the same period in 2018. The increase in per unit operating costs was primarily due to planned maintenance at the Liwan Gas Project in the first quarter of 2019, combined with the same factors which impacted the third quarter.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 13



Exploration and Evaluation Expenses
Exploration and Evaluation Expenses
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Seismic, geological and geophysical
34

 
22

 
86

 
70

Expensed drilling
5

 
1

 
65

 
21

Expensed land
2

 
3

 
6

 
5

Total
41

 
26

 
157

 
96

Third Quarter
Exploration and Evaluation expenses in the third quarter of 2019 were $41 million compared to $26 million in the third quarter of 2018. The increase in seismic, geological and geophysical expenses was primarily due to increased pre-development activities in Western Canada and Atlantic.
Nine Months
Exploration and Evaluation expenses in the first nine months of 2019 were $157 million compared to $96 million in the same period in 2018. The increase in expensed drilling was primarily due to the write off of exploration wells in Atlantic and Asia Pacific in the second quarter of 2019, combined with the same factors which impacted the third quarter.
Exploration and Production Capital Expenditures
Exploration and Production capital expenditures were higher in the first nine months of 2019 compared to the first nine months of 2018, primarily due to the factors discussed below. Exploration and Production capital expenditures were as follows:
Exploration and Production Capital Expenditures(1)
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Exploration
 
 
 
 
 
 
 
Western Canada
7

 
32

 
7

 
65

Thermal developments
2

 

 
15

 
3

Atlantic
1

 
6

 
12

 
65

Asia Pacific(2)
1

 
18

 
3

 
52

 
11

 
56

 
37

 
185

Development
 
 
 
 
 
 
 
Western Canada
24

 
100

 
178

 
226

Thermal developments
161

 
234

 
541

 
577

Non-thermal developments
23

 
24

 
81

 
54

Atlantic
274

 
255

 
696

 
592

Asia Pacific(2)
104

 
45

 
249

 
80

 
586

 
658

 
1,745

 
1,529

Acquisitions
 
 
 
 
 
 
 
Western Canada

 

 

 
4

Thermal developments

 
1

 

 
40

 

 
1

 

 
44

Total
597

 
715

 
1,782

 
1,758

(1) 
Excludes capitalized costs related to asset retirement obligations and capitalized interest incurred during the period.
(2) 
Capital expenditures in Asia Pacific exclude amounts related to the Husky-CNOOC Madura Ltd. joint venture, which is accounted for under the equity method for interim financial statement purposes.
Western Canada
During the first nine months of 2019, $185 million (10 percent) was invested in Western Canada, compared to $295 million (17 percent) in the same period in 2018. Capital expenditures in 2019 related primarily to resource play development targeting the Spirit River Formation at the Ansell and Kakwa areas and the Montney Formation at the Wembley and Sinclair areas.
Thermal Developments
During the first nine months of 2019, $556 million (31 percent) was invested in thermal developments compared to $620 million (35 percent) in the same period in 2018. Capital expenditures in 2019 related primarily to construction work at the Dee Valley, Spruce Lake Central and North thermal projects.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 14



Non-Thermal Developments
During the first nine months of 2019, $81 million (five percent) was invested in non-thermal developments compared to $54 million (three percent) in the same period in 2018. Capital expenditures in 2019 related primarily to drilling and advancing the Company's EOR program, particularly the Aberfeldy Polymer Project.
Atlantic
During the first nine months of 2019, $708 million (40 percent) was invested in Atlantic compared to $657 million (37 percent) in the same period in 2018. Capital expenditures in 2019 related primarily to the development of the West White Rose Project and sustainment and development activities at the White Rose field.
Asia Pacific
During the first nine months of 2019, $252 million (14 percent) was invested in Asia Pacific compared to $132 million (eight percent) in the same period in 2018. Capital expenditures in 2019 related primarily to the continued development of Liuhua 29-1.
Exploration and Production Wells Drilled
Onshore drilling activity
The following table discloses the number of wells drilled during the three and nine months ended September 30, 2019 and 2018:
 
Three months ended September 30,
 
Nine months ended September 30,
 
2019
 
2018
 
2019
 
2018
Wells Drilled (wells)(1)
Gross

Net

 
Gross

Net

 
Gross

Net

 
Gross

Net

Thermal developments
13

10

 
52

48

 
60

57

 
112

101

Non-thermal developments
7

7

 
5

1

 
29

29

 
9

5

Western Canada
1

1

 
15

14

 
17

15

 
26

24

Total
21

18

 
72

63

 
106

101

 
147

130

(1) 
Excludes service/stratigraphic test wells for evaluation purposes.
Offshore drilling activity
The following table discloses the Company’s Offshore drilling activity during the nine months ended September 30, 2019:
Region
Well
Working Interest
Well Type
Atlantic
E-18 13
72.5 percent
Development
Atlantic
E-18 14
72.5 percent
Development
Atlantic
Tiger's Eye D-17
40 percent
Exploration
Asia Pacific
LH 29-1-A3
75 percent
Development
Asia Pacific
LH 29-1-A1
75 percent
Development
Asia Pacific
LH 29-1-A2
75 percent
Development


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 15



Infrastructure and Marketing
Infrastructure and Marketing Earnings Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Gross revenues
676

 
601

 
1,734

 
1,681

Marketing and other
35

 
168

 
179

 
520

Expenses
 
 
 
 
 
 
 
Purchases of crude oil and products
658

 
567

 
1,745

 
1,590

Production, operating and transportation expenses
4

 
2

 
12

 
19

Selling, general and administrative expenses

 
1

 
3

 
3

Depletion, depreciation, amortization and impairment
4

 

 
10

 
1

Other – net

 
(1
)
 

 
1

Share of equity investment gain
(4
)
 
(6
)
 
(22
)
 
(20
)
Financial items
2

 

 
2

 

Provisions for income taxes
13

 
57

 
44

 
166

Net earnings
34

 
149

 
119

 
441

Third Quarter
Infrastructure and Marketing gross revenues and purchases of crude oil and products increased by $75 million and $91 million, respectively, in the third quarter of 2019 compared to the third quarter of 2018, primarily due to increased volumes.
Marketing and other decreased by $133 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to the tightening of location pricing differentials between Canada and the U.S.
Provisions for income taxes decreased by $44 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower earnings before income taxes in the third quarter of 2019.
Nine Months
Infrastructure and Marketing gross revenues of $1,734 million were comparable to the $1,681 million reported in the same period in 2018.
Marketing and other decreased by $341 million compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.
Infrastructure and Marketing purchases of crude oil and products increased by $155 million compared to the same period in 2018, primarily due to additional costs incurred on the construction of the Saskatchewan Gathering System Expansion in the second quarter of 2019, combined with the same factors which impacted the third quarter.
Provisions for income taxes decreased by $122 million compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.



HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 16



4.2        Downstream
Upgrading
Upgrading Earnings Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions, except where indicated)
2019

 
2018

 
2019

 
2018

Gross revenues
464

 
534

 
1,321

 
1,443

Expenses
 
 
 
 
 
 
 
Purchases of crude oil and products
360

 
328

 
992

 
818

Production, operating and transportation expenses
57

 
52

 
163

 
144

Selling, general and administrative expenses
7

 
2

 
12

 
6

Depletion, depreciation, amortization and impairment
29

 
30

 
86

 
87

Financial items
1

 
1

 
1

 
1

Provisions for income taxes
3

 
33

 
18

 
106

Net earnings
7

 
88

 
49

 
281

Upgrading throughput (mbbls/day)(1)
75.6

 
77.2

 
73.4

 
76.9

Total sales (mbbls/day)
75.3

 
76.7

 
74.3

 
75.1

Synthetic crude oil sales (mbbls/day)
58.5

 
54.9

 
55.4

 
52.6

Upgrading differential ($/bbl)
17.22

 
29.46

 
15.65

 
29.38

Unit margin ($/bbl)
15.01

 
29.19

 
16.22

 
30.48

Unit operating cost ($/bbl)(2)
8.20

 
7.32

 
8.13

 
6.86

(1) 
Throughput includes diluent returned to the field.
(2) 
Based on throughput.
Third Quarter
Upgrading gross revenues decreased by $70 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower realized prices for synthetic crude oil, partially offset by higher synthetic crude sales volumes. The price of Husky Synthetic Blend in the third quarter of 2019 averaged $74.80/bbl compared to $88.94/bbl in the third quarter of 2018.
Upgrading purchases of crude oil and products increased by $32 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to an increase in the average cost of heavy crude oil feedstock, partially offset by lower throughput volumes in third quarter of 2019.
Provisions for income taxes decreased by $30 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower earnings before income taxes in the third quarter of 2019.
Nine Months
Upgrading gross revenues decreased by $122 million compared to the same period in 2018, primarily due to lower realized prices for synthetic crude oil, partially offset by higher synthetic crude sales volumes. The price of Husky Synthetic Blend averaged $74.67/bbl compared to $84.16/bbl in the same period in 2018.
Upgrading purchases of crude oil and products increased by $174 million compared to the same period in 2018, primarily due to an increase in the average cost of heavy crude oil feedstock, partially offset by lower throughput volumes in 2019.
Provisions for income taxes decreased by $88 million compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 17



Canadian Refined Products
Canadian Refined Products Earnings Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions, except where indicated)
2019

 
2018

 
2019

 
2018

Gross revenues
871

 
1,001

 
2,329

 
2,591

Expenses
 
 
 
 
 
 
 
Purchases of crude oil and products
706

 
834

 
1,880

 
2,123

Production, operating and transportation expenses
69

 
66

 
221

 
198

Selling, general and administrative expenses
13

 
12

 
40

 
36

Depletion, depreciation, amortization and impairment
32

 
29

 
99

 
86

Gain on sale of assets
(4
)
 
(2
)
 
(4
)
 
(2
)
Financial items
4

 
3

 
12

 
9

Provisions for income taxes
14

 
16

 
22

 
38

Net earnings
37

 
43

 
59

 
103

Number of fuel outlets(1)
555

 
558

 
554

 
558

Fuel sales volume, including wholesale
 
 
 
 
 
 
 
 Fuel sales (millions of litres/day)
7.5

 
7.7

 
7.4

 
7.5

 Fuel sales per retail outlet (thousands of litres/day)
13.5

 
12.4

 
12.4

 
12.1

Refinery throughput
 
 
 
 
 
 
 
Prince George Refinery (mbbls/day)(2)
11.4

 
11.5

 
8.4

 
10.7

Lloydminster Refinery (mbbls/day)(2)
28.3

 
27.8

 
25.8

 
27.8

 Ethanol production (thousands of litres/day)
798.9

 
772.3

 
816.5

 
800.9

(1) 
Average number of fuel outlets for period indicated.
(2) 
Includes all crude oil, feedstock, intermediate feedstock and blend-stocks used in producing sales volumes from the refinery.
Third Quarter
Canadian Refined Products gross revenues decreased by $130 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower product prices.
Canadian Refined Products purchases of crude oil and products decreased by $128 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower commodity prices.
Nine Months
Canadian Refined Products gross revenues decreased by $262 million compared to the same period in 2018, primarily due to lower sales volumes, combined with the same factors which impacted the third quarter.
Canadian Refined Products purchases of crude oil and products decreased by $243 million compared to the same period in 2018, primarily due to lower throughput volumes resulting primarily from a planned turnaround at the Prince George Refinery in the second quarter of 2019, combined with the same factors which impacted the third quarter.
Canadian Refined Products production, operating and transportation expenses increased by $23 million compared to the same period in 2018, primarily due to costs related to a planned turnaround at the Prince George Refinery in the second quarter of 2019.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 18



U.S. Refining and Marketing
U.S. Refining and Marketing Earnings Summary 
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions, except where indicated)
2019

 
2018

 
2019

 
2018

Gross revenues
2,644

 
3,198

 
7,718

 
9,004

Expenses
 
 
 
 
 
 
 
Purchases of crude oil and products
2,319

 
2,741

 
6,489

 
7,811

Production, operating and transportation expenses
197

 
222

 
628

 
602

Selling, general and administrative expenses
7

 
5

 
23

 
17

Depletion, depreciation, amortization and impairment
117

 
129

 
355

 
348

Loss on sale of asset
1

 

 
1

 

Other – net
(163
)
 
(107
)
 
(347
)
 
(130
)
Financial items
5

 
4

 
14

 
11

Provisions for income taxes
35

 
46

 
123

 
77

Net earnings
126

 
158

 
432

 
268

Select operating data:
 
 
 
 
 
 
 
Lima Refinery throughput (mbbls/day)(1)
174.3

 
163.3

 
175.2

 
166.3

BP-Husky Toledo Refinery throughput (mbbls/day)(1)(2)
66.8

 
70.8

 
60.6

 
70.4

Superior Refinery throughput (mbbls/day)(1)

 

 

 
15.6

Refining and marketing margin (US$/bbl crude throughput)
12.17

 
17.52

 
14.60

 
13.99

Refinery inventory (mmbbls)(3)
8.7

 
9.5

 
8.7

 
9.5

(1) 
Includes all crude oil, feedstock, intermediate feedstock and blend-stocks used in producing sales volumes from the refinery.
(2) 
Reported throughput volumes include Husky’s working interest from the BP-Husky Toledo Refinery (50 percent).
(3) 
Feedstock and refined products are included in refinery inventory.
Third Quarter
U.S. Refining and Marketing gross revenues decreased by $554 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower prices and lower sales volumes at the BP-Husky Toledo Refinery, partially offset by higher sales volumes at the Lima Refinery, which entered into a major planned turnaround late in the third quarter of 2018.
U.S. Refining and Marketing purchases of crude oil and products decreased by $422 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to lower commodity prices and lower throughput at the BP-Husky Toledo Refinery, partially offset by higher throughput at the Lima Refinery, which entered into a major planned turnaround late in the third quarter of 2018.
Production, operating and transportation expenses decreased by $25 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to costs associated with the incident at the Superior Refinery.
Other – net income increased by $56 million in the third quarter of 2019 compared to the third quarter of 2018, primarily due to pre-tax insurance recoveries for business interruption and incident costs associated with the incident at the Superior Refinery.
Nine Months
U.S. Refining and Marketing gross revenues decreased by $1,286 million compared to the same period in 2018, primarily due to lower sales volumes at the Superior Refinery, combined with the same factors which impacted the third quarter.
U.S. Refining and Marketing purchases of crude oil and products decreased by $1,322 million compared to the same period in 2018, primarily due to the realization of the lower cost crude oil feedstock, from late 2018, at the Lima Refinery during the first quarter of 2019, combined with the same factors which impacted the third quarter.
Other – net income increased by $217 million compared to the same period in 2018, primarily due to the same factors which impacted the third quarter.
Provisions for income taxes increased by $46 million compared to the same period in 2018, primarily due to higher earnings before income taxes in 2019.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 19



Downstream Capital Expenditures
During the first nine months of 2019, Downstream capital expenditures totalled $656 million compared to $474 million in the same period in 2018. In Canada, capital expenditures of $129 million related primarily to the polymer modified asphalt project at the Lloydminster Refinery and the planned turnaround at the Prince George Refinery. In the U.S., capital expenditures of $527 million related primarily to the crude oil flexibility project at the Lima Refinery and costs related to the turnaround at the BP-Husky Toledo Refinery.
4.3        Corporate
Corporate Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions) income (expense)
2019

 
2018

 
2019

 
2018

Production, operating and transportation expenses
1

 

 
2

 

Selling, general and administrative expenses
(44
)
 
(96
)
 
(173
)
 
(256
)
Depletion, depreciation and amortization
(24
)
 
(23
)
 
(77
)
 
(65
)
Other – net
22

 

 
12

 
9

Net foreign exchange gain (loss)
(8
)
 
(9
)
 
24

 
16

Finance income
24

 
13

 
60

 
36

Finance expense
(33
)
 
(43
)
 
(122
)
 
(137
)
Recovery of income taxes
25

 
51

 
328

 
116

Net earnings (loss)
(37
)
 
(107
)
 
54

 
(281
)
Third Quarter
The Corporate segment reported a net loss of $37 million in the third quarter of 2019 compared to a net loss of $107 million in the third quarter of 2018. Selling, general and administrative expenses decreased by $52 million primarily due to lower stock-based compensation expenses. Other – net income increased by $22 million, primarily due to an unrealized gain on short-dated foreign exchange forwards, combined with a net realized and unrealized gain on the Company's commodity short-term hedging program. Recovery of income taxes decreased by $26 million, primarily due to the factors discussed in the Consolidated Income Taxes section below.
Nine Months
In the first nine months of 2019, the Corporate segment reported net earnings of $54 million compared to a net loss of $281 million in the same period in 2018. Selling, general and administrative expenses decreased by $83 million, primarily due to lower stock-based compensation expenses. Recovery of income taxes increased by $212 million, primarily due to the factors discussed in the Consolidated Income Taxes section below.
The net foreign exchange gain increased by $8 million due to items noted below.
Foreign Exchange Summary
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions, except where indicated)
2019

 
2018

 
2019

 
2018

Non-cash working capital gain (loss)
16

 
(12
)
 
(15
)
 
(12
)
Other foreign exchange gain (loss)
(24
)
 
3

 
39

 
28

Net foreign exchange gain (loss)
(8
)
 
(9
)
 
24

 
16

U.S./Canadian dollar exchange rates:
 
 
 
 
 
 
 
At beginning of period
US$0.764

 
US$0.761

 
US$0.733

 
US$0.799

At end of period
US$0.755

 
US$0.774

 
US$0.755

 
US$0.774

Included in the other foreign exchange gain (loss) are realized and unrealized gains and losses on working capital and intercompany financing. The foreign exchange gains and losses on these items can vary significantly due to the large volume and timing of transactions through these accounts in the period. The Company manages its exposure to foreign currency fluctuations with the goal of minimizing the impact of foreign exchange gains and losses on the condensed interim consolidated financial statements.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 20



Consolidated Income Taxes
Consolidated Income Taxes
Three months ended September 30,
 
 
Nine months ended September 30,
 
($ millions)
2019

 
2018

 
2019

 
2018

Provisions for (recovery of) income taxes
73

 
169

 
(42
)
 
420

Cash income taxes paid (received)
(44
)
 
(70
)
 
34

 
(10
)
Third Quarter
Consolidated income taxes were a provision of $73 million in the third quarter of 2019 compared to a provision of $169 million in the third quarter of 2018. The decrease in consolidated income taxes was primarily due to lower earnings before income taxes in the third quarter of 2019.
Nine Months
Consolidated income taxes were a recovery of $42 million compared to a provision of $420 million in the same period in 2018. The decrease in consolidated income taxes was primarily due to the recognition of $233 million in tax recoveries related to the reduction in the Alberta provincial corporate tax rate that was substantively enacted in the second quarter of 2019, combined with the same factors which impacted the third quarter.
5.0        Risk Management and Financial Risks
5.1        Risk Management
The Company is exposed to market risks and various operational risks. For a detailed discussion of these risks, see the Company’s Annual Information Form dated February 26, 2019. The Company has processes in place designed to identify the principal risks of the business and has put in place what it believes is appropriate mitigation to manage such risks where possible. The Company’s operational, political, environmental, financial, liquidity and contract and credit risks, which were discussed in the Company’s MD&A for the year ended December 31, 2018, have not materially changed since December 31, 2018.
5.2        Financial Risks
The following provides an update on the Company’s commodity price, interest rate and foreign currency risk management.
Commodity Price Risk Management
The Company uses derivative commodity instruments from time to time to manage exposure to price volatility on a portion of its crude oil and natural gas production, and it also uses firm commitments for the purchase or sale of crude oil and natural gas. These contracts meet the definition of a derivative instrument and have been recorded at their fair value in accounts receivable, inventory, other assets, accounts payable and accrued liabilities and other long-term liabilities. All derivatives are measured at fair value through profit or loss other than non-financial derivative contracts that meet the Company’s own use requirements.
At September 30, 2019, the Company was party to crude oil purchase and sale derivative contracts to mitigate its exposure to fluctuations in the benchmark price between the time a sales agreement is entered into and the time inventory is delivered. The Company was also party to third party physical natural gas purchase and sale derivative contracts in order to mitigate commodity price fluctuations. Refer to Note 15 of the condensed interim consolidated financial statements.
During the nine months ended September 30, 2019, the Company entered into a commodity short-term hedging program using put and call options to manage risks related to volatility of commodity prices.
WTI Crude Oil Call and Put Option Contracts(1)
 
 
Type
Transaction
Term
Volume (bbls/day)

Call Price (US$bbl)

Put Price (US$bbl)

Call options
Sold
October - December 2019
17,935

59.35


Put options
Bought
October - December 2019
23,641


55.16

Put options
Sold
October - December 2019
22,283


50.40

(1) 
Prices reported are the weighted average prices for the period.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 21



Foreign Exchange Risk Management
At September 30, 2019, Cdn $4.2 billion or 69 percent of the Company’s outstanding long-term debt was denominated in U.S. dollars. The U.S. denominated long-term debt, including amounts due within one year, is exposed to changes in the Canadian/U.S. exchange rate. As at September 30, 2019, Cdn $3.2 billion of the Company’s total outstanding long-term debt has been designated as a hedge of the Company’s net investment in selected foreign operations with a U.S. dollar functional currency.
For the three and nine months ended September 30, 2019, the Company incurred an unrealized loss of $32 million and an unrealized gain of $91 million, respectively, arising from the translation of the debt, net of tax recovery of $5 million and net of tax of $12 million, respectively, which was recorded in hedge of net investment within other comprehensive income (loss).
Interest Rate Risk Management
The Company is exposed to fluctuations in short-term interest rates as Husky maintains a portion of its debt capacity in revolving and floating rate bank facilities and commercial paper and invests surplus cash in short-term debt instruments and money market instruments. The Company is also exposed to interest rate risk when fixed rate debt instruments are maturing and require refinancing or when new debt capital needs to be raised.
By maintaining a mix of both fixed and floating rate debt, the Company mitigates some of its exposure to interest rate changes. The optimal mix maintained will depend on market conditions. The Company may also enter into interest rate swaps as an additional means of managing current and future interest rate risk.
6.0            Liquidity and Capital Resources
6.1    Sources of Liquidity
Liquidity describes a company’s ability to access cash. Sources of liquidity include funds from operations, proceeds from the issuance of equity, proceeds from the issuance of short and long-term debt, availability of short and long-term credit facilities and proceeds from asset sales. Since the Company operates in the upstream oil and gas industry, it requires significant cash to fund capital programs necessary to maintain or increase production, develop reserves, acquire strategic oil and gas assets and repay maturing debt.
During times of low oil and gas prices, a portion of capital programs can generally be deferred. However, due to the long cycle times and the importance to future cash flow in maintaining the Company’s production, it may be necessary to utilize alternative sources of capital to continue the Company’s strategic investment plan during periods of low commodity prices. As a result, the Company frequently evaluates the options available with respect to sources of short and long-term capital resources. The Company believes that it has sufficient liquidity to sustain its operations, fund capital programs and meet non-cancellable contractual obligations and commitments in the short and long-term principally by cash generated from operating activities, cash on hand, the issuance of equity, the issuance of debt, borrowings under committed and uncommitted credit facilities and cash proceeds from asset sales. The Company is continually examining its options with respect to sources of long and short-term capital resources to ensure it retains financial flexibility.
At September 30, 2019, the Company had the following available credit facilities:
Credit Facilities
 
 
 
($ millions)
Available

 
Unused

Operating facilities(1)
900

 
470

Syndicated credit facilities(2)
4,000

 
3,800

Total
4,900

 
4,270

(1) 
Consists of demand credit facilities.
(2) 
Commercial paper outstanding is supported by the Company’s syndicated credit facilities.
At September 30, 2019, the Company had $4,270 million of unused credit facilities of which $3,800 million are long-term committed credit facilities and $470 million are short-term uncommitted credit facilities. A total of $430 million short-term uncommitted borrowing credit facilities was used in support of outstanding letters of credit and $200 million of long-term committed borrowing credit facilities was used in support of commercial paper. At September 30, 2019, the Company had no direct borrowing against committed credit facilities. The maturity dates for the Company's revolving syndicated credit facilities are June 19, 2022 and March 9, 2024. The Company’s ability to renew existing bank credit facilities and raise new debt is dependent upon maintaining an investment grade credit rating and the condition of capital and credit markets. Credit ratings may be affected by the Company’s level of debt, from time to time.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 22



The Company’s share capital is not subject to external restrictions. The Company's leverage covenant under both of its revolving syndicated credit facilities is debt to capital and calculated as total debt (long-term debt including long-term debt due within one year and short-term debt) and certain adjusting items specified in the agreement divided by total debt, shareholders’ equity and certain adjusting items specified in the agreement. This covenant is used to assess the Company's financial strength. If the Company does not comply with the covenants under the syndicated credit facilities, there is the risk that repayment could be accelerated. The Company was in compliance with the syndicated credit facility covenants at September 30, 2019, and assessed the risk of non-compliance to be low.
Working capital is the amount by which current assets exceed current liabilities. At September 30, 2019, working capital was $672 million compared to $694 million at December 31, 2018.
Sunrise Oil Sands Partnership has an unsecured demand credit facility of $10 million available for general purposes. The Company’s proportionate share is $5 million. There were no amounts drawn on this demand credit facility at September 30, 2019.
On January 29, 2018, the Company filed a universal short form base shelf prospectus (“the 2018 U.S. Shelf Prospectus”) with the Alberta Securities Commission. On January 30, 2018, the Company’s related U.S. registration statement filed with the SEC containing the 2018 U.S. Shelf Prospectus became effective which enables the Company to offer up to US$3.0 billion of debt securities, common shares, preferred shares, subscription receipts, warrants and units of the Company in the U.S. up to and including February 29, 2020. During the 25-month period that the 2018 U.S. Shelf Prospectus and the related U.S registration statement are effective, securities may be offered in amounts, at prices and on terms set forth in a prospectus supplement.
On March 15, 2019, the Company issued US$750 million senior unsecured notes. The notes bear an annual interest rate of 4.40 percent and are due on April 15, 2029. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, the repayment of certain outstanding debt securities maturing in 2019. The Company may invest funds it does not immediately require in short-term marketable debt securities.
On May 1, 2019, the Company filed a universal short form base shelf prospectus (the "2019 Canadian Shelf Prospectus") with applicable securities regulators in each of the provinces of Canada that enables the Company to offer up to $3.0 billion of common shares, preferred shares, debt securities, subscription receipts, warrants and other units in Canada up to and including June 1, 2021. The 2019 Canadian Shelf Prospectus replaced the Company's Canadian universal short form base shelf prospectus which expired on April 30, 2019. During the 25-month period that the 2019 Canadian Shelf Prospectus is in effect, securities may be offered in amounts, at prices and on terms set forth in a prospectus supplement.
On June 17, 2019, the Company repaid the maturing 6.15 percent notes. The amount paid to note holders was $402 million.
On June 27, 2019, the maturity date for one of the Company's $2.0 billion revolving syndicated credit facilities, previously set to expire on March 9, 2020, was extended to March 9, 2024.
As at September 30, 2019, the Company had $3.0 billion in unused capacity under the 2019 Canadian Shelf Prospectus and US$2.25 billion in unused capacity under the 2018 U.S. Shelf Prospectus and related U.S. registration statement. The ability of the Company to utilize the capacity under the 2019 Canadian Shelf Prospectus and the 2018 U.S. Shelf Prospectus and related U.S. registration statement is subject to market conditions at the time of sale.
6.2        Capital Structure
Capital Structure
September 30, 2019

($ millions)
Outstanding

Total debt(1)
6,228

Shareholders' equity
19,935

(1) 
Total debt is a non-GAAP measure. Refer to Section 10.3 for a reconciliation to the corresponding GAAP measure.
The Company considers its capital structure to include shareholders’ equity and debt which totalled $26.2 billion as at September 30, 2019 (December 31, 2018$25.4 billion). To maintain or adjust the capital structure, the Company may, from time to time, issue shares, raise debt and/or adjust its capital spending to manage its current and projected debt levels.
The Company monitors its capital structure and financing requirements using, among other things, non-GAAP financial metrics consisting of debt to capital employed and debt to trailing funds from operations (refer to Section 10.3). The Company’s objective is to maintain a debt to capital employed target of less than 25 percent and a debt to trailing funds from operations ratio of less than 2.0 times. At September 30, 2019, debt to capital employed was 23.8 percent (December 31, 201822.7 percent) and debt to trailing funds from operations was 1.9 times (December 31, 20181.4 times).


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 23



To facilitate the management of these ratios, the Company prepares annual budgets, which are updated depending on varying factors such as general market conditions and successful capital deployment. The annual budget is approved by the Board of Directors.
6.3        Contractual Obligations, Commitments and Off-Balance Sheet Arrangements
Contractual Obligations and Other Commercial Commitments
In the normal course of business, the Company is obligated to make future payments. These obligations represent contracts and other commitments that are known and non-cancellable. Refer to the Company’s MD&A for the year ended December 31, 2018 under the caption “Liquidity and Capital Resources” which summarizes contractual obligations and other commercial commitments as at December 31, 2018. During the three months ended September 30, 2019, there were no material changes to the Company's contractual obligations or non-cancellable commitments.
Off-Balance Sheet Arrangements
The Company does not believe it has any guarantees or off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity or capital expenditures.
Standby Letters of Credit
On occasion, the Company issues letters of credit in connection with transactions in which the counterparty requires such security.
6.4        Transactions with Related Parties
The Company performs management services as the operator of the assets held by HMLP for which it recovers shared service costs. The Company is also the contractor for HMLP and constructs its assets on a cost recovery basis with certain restrictions. HMLP charges an access fee to the Company for the use of its pipeline systems in performing the Company’s blending business, and the Company also pays for transportation and storage services. These transactions are related party transactions, as the Company has a 35 percent ownership interest in HMLP and the remaining ownership interests in HMLP belong to Power Assets Holdings Limited and Cheung Kong Infrastructure Holdings Limited, which are affiliates of one of the Company’s principal shareholders. For the three and nine months ended September 30, 2019, the Company charged HMLP $108 million and $304 million, respectively, related to construction and management services. For the three and nine months ended September 30, 2019, the Company had purchases from HMLP of $51 million and $160 million, respectively, related to the use of the pipeline for the Company’s blending, transportation and storage activities. As at September 30, 2019, the Company had $143 million due from HMLP.
7.0        Critical Accounting Estimates and Key Judgments
The application of some of the Company’s accounting policies requires subjective judgment about uncertain circumstances. The potential effects of these estimates, as described in the Company’s MD&A for the year ended December 31, 2018, as well as critical areas of judgment have not changed during the current period. The emergence of new information and changed circumstances may result in changes to actual results or changes to estimated amounts that differ materially from current estimates.
8.0        Recent Accounting Standards and Changes in Accounting Policies
Recent Accounting Standards
The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Changes in Accounting Policies
Leases
In January 2016, the IASB issued IFRS 16 Leases (“IFRS 16”), which replaces the existing IFRS guidance on leases: IAS 17 Leases (“IAS 17”). Under IAS 17, lessees were required to determine if the lease is a finance or operating lease, based on specified criteria of whether the lease transferred significantly all the risks and rewards associated with ownership of the underlying asset. Finance leases are recognized on the balance sheet while operating leases are recognized in the Consolidated Statements of Income when the expense is incurred. Under IFRS 16, lessees must recognize a lease liability and a right-of-use asset for most lease contracts. The recognition of the present value of minimum lease payments for certain contracts previously classified as operating leases resulted in increases to assets, liabilities, depletion, depreciation and amortization, and finance expense, and decreases to production, operating and transportation expense, purchases of crude oil and products, and selling, general and administrative expenses.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 24



The Company has adopted IFRS 16 on January 1, 2019 using the modified retrospective approach. The modified retrospective approach does not require restatement of prior period financial information as it recognizes the cumulative effect as an adjustment to opening retained earnings and applies the standard prospectively. Accordingly, comparative information in the Company’s financial statements are not restated.
On adoption, lease liabilities were measured at the present value of the remaining lease payments discounted using the Company’s incremental borrowing rate on January 1, 2019. Right-of-use assets were measured at an amount equal to the lease liability. For leases previously classified as operating leases, the Company applied the exemption not to recognize right-of-use assets and liabilities for leases with a lease term of less than 12 months, excluded initial direct costs from measuring the right-of-use asset at the date of initial application, and applied a single discount rate to a portfolio of leases with similar characteristics. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and lease liability remain unchanged upon transition and were determined at the carrying amount immediately before the adoption date. Additionally, instead of an impairment review, the Company adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application.
No adjustments were required upon transition to IFRS 16 for leases where the Company is a lessor. Under IFRS 16, the Company is required to assess the classification of a sub-lease with reference to the right-of-use asset, not the underlying asset. On transition, the Company reassessed the classification of any sub-lease contracts previously assessed under IAS 17. No changes to sublease classification or associated accounting treatment was required.
The nature of the Company’s leasing activities includes offshore drilling rigs, vessels and associated equipment for the use of developing reserves on oil and gas properties, tanks and terminals with dedicated storage capacity, pipelines where the Company has a right to substantially all the economic benefits, dedicated rail cars, retail marketing locations, and office space.
9.0        Outstanding Share Data
Authorized:
unlimited number of common shares
unlimited number of preferred shares

Issued and outstanding: October 21, 2019:
common shares                     1,005,121,738
cumulative redeemable preferred shares, series 1            10,435,932
cumulative redeemable preferred shares, series 2             1,564,068
cumulative redeemable preferred shares, series 3            10,000,000
cumulative redeemable preferred shares, series 5             8,000,000
cumulative redeemable preferred shares, series 7             6,000,000
stock options                        19,500,839
stock options exercisable                    10,658,921
10.0        Reader Advisories
10.1        Forward-Looking Statements
Certain statements in this document are forward-looking statements and information (collectively, “forward-looking statements”), within the meaning of the applicable Canadian securities legislation, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. The forward-looking statements contained in this document are forward-looking and not historical facts.
Some of the forward-looking statements may be identified by statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “will continue”, “is anticipated”, “is targeting”, “is estimated”, “intend”, “plan”, “projection”, “could”, “aim”, “vision”, “goals”, “objective”, “target”, “schedules” and “outlook”). In particular, forward-looking statements in this document include, but are not limited to, references to:
with respect to the business, operations and results of the Company generally: the Company’s general strategic plans and growth strategies; the Company’s 2019 production guidance, including guidance for specified areas and product types; the intended use of proceeds of the US$750 million senior unsecured notes offering; and the Company’s objective of maintaining stated debt to trailing funds from operations and debt to capital employed ratio targets;


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 25



with respect to the Company's thermal developments: the expected timing of first production at the Spruce Lake Central, Spruce Lake North, Spruce Lake East, Edam Central and Dee Valley 2 projects; and the expected timing of completion of the Central Processing Facility at Spruce Lake Central;
with respect to the Company’s Western Canada resource plays, the expected timing of production at 10 Montney wells at Wembley and Karr;
with respect to the Company's Offshore business in Asia Pacific: the expected timing of installation of the upper completion of the remaining four wells, and of the control system and flow lines, at Liuhua 29-1; the expected timing of first gas production at Liuhua 29-1; the expected timing of gas production and sales from the MDA and MBH fields; and development plans for the additional MDK shallow water field;
with respect to the Company's Offshore business in the Atlantic, the expected timing of first production at the West White Rose Project;
with respect to the Company’s Infrastructure and Marketing business: expansion plans for the Saskatchewan Gathering System; the processing capacity expected to be added by the Ansell Corser Gas Plant when it comes online, and the expected timing thereof; and the expected timing of completion of construction of additional storage at the Hardisty Terminal; and
with respect to the Company's Downstream operating segment: plans to market and potentially sell the Canadian retail and commercial fuels business; the contingent payment of up to $60 million as part of the consideration for, and the expected closing date of, the sale of the Prince George Refinery; the expected timing of completion of the crude oil flexibility project at the Lima Refinery; the expected investment in the rebuild of the Superior Refinery and anticipated insurance recoveries associated therewith; and the expected timing of resumption of full operations at the Superior Refinery.
There are numerous uncertainties inherent in projecting future rates of production and the timing of development expenditures. The total amount or timing of actual future production may vary from production estimates.
Although the Company believes that the expectations reflected by the forward-looking statements presented in this document are reasonable, the Company’s forward-looking statements have been based on assumptions and factors concerning future events, including the timing of regulatory approvals, that may prove to be inaccurate. Those assumptions and factors are based on information currently available to the Company about itself and the businesses in which it operates. Information used in developing forward-looking statements has been acquired from various sources, including third party consultants, suppliers and regulators, among others.
Because actual results or outcomes could differ materially from those expressed in any forward-looking statements, investors should not place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Some of these risks, uncertainties and other factors are similar to those faced by other oil and gas companies and some are unique to the Company.
The Company’s Annual Information Form for the year ended December 31, 2018 and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com and the EDGAR website www.sec.gov) describe risks, material assumptions and other factors that could influence actual results and are incorporated herein by reference.
New factors emerge from time to time and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The impact of any one factor on a particular forward-looking statement is not determinable with certainty as such factors are dependent upon other factors, and the Company's course of action would depend upon management’s assessment of the future considering all information available to it at the relevant time. Any forward-looking statement speaks only as of the date on which such statement is made and, except as required by applicable securities laws, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 26



10.2        Cautionary Note Required by National Instrument 51-101
Unless otherwise noted: (i) projected and historical production volumes disclosed are gross, which represents, as applicable, the total or the Company’s working interest share before deduction of royalties; and (ii) all Husky working interest production volumes disclosed are before deduction of royalties.
The Company uses the term “barrels of oil equivalent” (or “boe”), which is consistent with other oil and gas companies’ disclosures, and is calculated on an energy equivalence basis applicable at the burner tip whereby one barrel of crude oil is equivalent to six thousand cubic feet of natural gas. The term boe is used to express the sum of the total company products in one unit that can be used for comparisons. Readers are cautioned that the term boe may be misleading, particularly if used in isolation. This measure is used for consistency with other oil and gas companies but does not represent value equivalency at the wellhead.
10.3    Non-GAAP Measures
Disclosure of non-GAAP Measures
The Company uses measures primarily based on IFRS and also uses some secondary non-GAAP measures. The non-GAAP measures included in this MD&A and related disclosures are funds from operations, total debt, debt to capital employed, debt to trailing funds from operations and sustaining capital. None of these measures is used to enhance the Company’s reported financial performance or position. There are no comparable measures in accordance with IFRS for debt to capital employed or debt to trailing funds from operations. These are useful complementary measures that are used by management in assessing the Company’s financial performance, efficiency and liquidity, and they may be used by the Company's investors for the same purpose. The non-GAAP measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. They are common in the reports of other companies but may differ by definition and application. All non-GAAP measures used in this MD&A and related disclosures are defined below.
Debt to Capital Employed
Debt to capital employed percentage is a non-GAAP measure and is equal to total debt divided by capital employed. Capital employed is equal to total debt and shareholders’ equity. Management believes this measure assists management and investors in evaluating the Company’s financial strength.
Debt to Trailing Funds from Operations
Debt to trailing funds from operations is a non-GAAP measure and is equal to total debt divided by the 12-month trailing funds from operations as at September 30, 2019. Trailing funds from operations is equal to cash flowoperating activities excluding change in non-cash working capital annualized using 12-month rolling figures. Management believes this measure assists management and investors in evaluating the Company’s financial strength.
The following table shows the reconciliation of debt to trailing funds from operations for the periods ended September 30, 2019, and December 31, 2018:
Debt to Trailing Funds from Operations
 
 
 
($ millions)
September 30, 2019

 
December 31, 2018

Total debt
6,228

 
5,747

Trailing funds from operations
3,365

 
4,004

Debt to trailing funds from operations
1.9

 
1.4



HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 27



Funds from Operations
Funds from operations is a non-GAAP measure which should not be considered an alternative to, or more meaningful than, “cash flow – operating activities” as determined in accordance with IFRS, as an indicator of financial performance. Funds from operations equals cash flowoperating activities excluding change in non-cash working capital. Management believes that impacts of non-cash working capital items on cash flow – operating activities may reduce comparability between periods, accordingly, funds from operations is presented in the Company’s financial reports to assist management and investors in analyzing operating performance of the Company in the stated period compared to prior periods.
The following table shows the reconciliation of net earnings to funds from operations and related per share amounts for the periods ended:
Reconciliation of Cash Flow
Three months ended
 
Sept. 30

Jun. 30

Mar. 31

Dec. 31

Sept. 30

Jun. 30

Mar. 31

Dec. 31

($ millions)
2019

2019

2019

2018

2018

2018

2018

2017

Net earnings
273

370

328

216

545

448

248

672

Items not affecting cash:
 
 
 
 
 
 
 
 
Accretion
26

26

27

25

23

25

24

28

Depletion, depreciation, amortization and impairment
703

643

630

662

672

639

618

647

Inventory write-down to net realizable value



60





Exploration and evaluation expenses

23


22


7



Deferred income taxes
22

(250
)
43

25

156

138

77

(360
)
Foreign exchange loss (gain)
(1
)
(2
)
(12
)
1

(6
)
(2
)
1

1

Stock-based compensation
(9
)
13

7

(50
)
40

33

21

25

Gain on sale of assets
(3
)

(2
)



(4
)
(13
)
Unrealized mark to market loss (gain)
4

(4
)
57

(16
)
(22
)
(26
)
(86
)
57

Share of equity investment gain
(19
)
(23
)
(22
)
(16
)
(18
)
(26
)
(9
)
(1
)
Gain on insurance recoveries for damage to property
(13
)


(253
)




Other
5

5

(9
)
2

(2
)
19

2

8

Settlement of asset retirement obligations
(73
)
(41
)
(72
)
(65
)
(45
)
(22
)
(49
)
(45
)
Deferred revenue
(7
)
(5
)
(16
)
(30
)
(25
)
(25
)
(20
)
(5
)
Distribution from equity investment
113

47





72


Change in non-cash working capital
(221
)
(42
)
(414
)
730

(35
)
(199
)
(366
)
337

Cash flow – operating activities
800

760

545

1,313

1,283

1,009

529

1,351

Change in non-cash working capital
221

42

414

(730
)
35

199

366

(337
)
Funds from operations
1,021

802

959

583

1,318

1,208

895

1,014

Funds from operations – basic
1.02

0.80

0.95

0.58

1.31

1.20

0.89

1.01

Funds from operations – diluted
1.02

0.80

0.95

0.58

1.31

1.20

0.89

1.01

Total debt
Total debt is a non-GAAP measure that equals the sum of long-term debt, long-term debt due within one year and short-term debt. Management believes this measure assists management and investors in evaluating the Company’s financial strength.
The following table shows the reconciliation of total debt for the periods ended September 30, 2019 and December 31, 2018:
Total Debt
 
 
 
($ millions)
September 30, 2019

 
December 31, 2018

Short-term debt
200

 
200

Long-term debt due within one year
1,393

 
1,433

Long-term debt
4,635

 
4,114

Total debt
6,228

 
5,747

Sustaining Capital
Sustaining capital is the additional development capital that is required by the business to maintain production and operations at existing levels. Development capital includes the cost to drill, complete, equip and tie-in wells to existing infrastructure. Sustaining capital does not have any standardized meaning and therefore should not be used to make comparisons to similar measures presented by other issuers.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 28



10.4        Additional Reader Advisories
This MD&A should be read in conjunction with the condensed interim consolidated financial statements and related notes.
Readers are encouraged to refer to the Company’s MD&A for the year ended December 31, 2018, the 2018 consolidated financial statements, the Annual Information Form dated February 26, 2019 filed with Canadian securities regulatory authorities and the 2018 Form 40-F filed with the U.S. Securities and Exchange Commission for additional information relating to the Company. These documents are available at www.sedar.com, at www.sec.gov and at www.huskyenergy.com.
Use of Pronouns and Other Terms Denoting Husky
In this MD&A, the terms “Husky” and the “Company” denote the corporate entity Husky Energy Inc. and its subsidiaries on a consolidated basis.
Standard Comparisons in this Document
Unless otherwise indicated, the discussions in this MD&A with respect to results for the three months ended September 30, 2019 and the nine months ended September 30, 2019 are compared to the results for the three months ended September 30, 2018 and the nine months ended September 30, 2018. Discussions with respect to the Company’s financial position as at September 30, 2019 are compared to its financial position as at December 31, 2018. Amounts presented within this MD&A are unaudited.
Additional Reader Guidance
The condensed interim consolidated financial statements and comparative financial information included in this MD&A have been prepared in accordance with IAS 34, “Interim Financial Reporting” as issued by the IASB.
All dollar amounts are in Canadian dollars, unless otherwise indicated.
Prices are presented before the effect of hedging.
There have been no changes to the Company’s internal controls over financial reporting (“ICFR”) for the three months ended September 30, 2019 that have materially affected, or are reasonably likely to affect, the Company’s ICFR.


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 29



Terms
Asia Pacific
 
Includes Upstream oil and gas exploration and production activities located offshore China and Indonesia
Atlantic
 
Includes Upstream oil and gas exploration and production activities located offshore Newfoundland and Labrador
Bitumen
 
Bitumen is a naturally occurring solid or semi-solid hydrocarbon consisting mainly of heavier hydrocarbons, with a viscosity greater than 10,000 millipascal-seconds or 10,000 centipoise measured at the hydrocarbon’s original temperature in the reservoir and at atmospheric pressure on a gas-free basis, and that is not primarily recoverable at economic rates through a well without the implementation of enhanced recovery methods
Capital employed
 
Long-term debt, long-term debt due within one year, short-term debt and shareholders’ equity
Capital expenditures
 
Includes capitalized administrative expenses but does not include asset retirement obligations or capitalized interest
Capital program
 
Capital expenditures not including capitalized administrative expenses or capitalized interest
Debt to capital employed
 
Long-term debt, long-term debt due within one year and short-term debt divided by capital employed
Debt to trailing funds from operations
 
Long-term debt, long-term debt due within one year and short-term debt divided by trailing funds from operations
Diluent
 
A lighter gravity liquid hydrocarbon, usually condensate or synthetic oil, added to heavy oil and bitumen to facilitate transmissibility of the oil through a pipeline
Feedstock
 
Raw materials which are processed into petroleum products
Funds from operations
 
Cash flow - operating activities excluding change in non-cash working capital
Gross/net wells
 
Gross refers to the total number of wells in which a working interest is owned. Net refers to the sum of the fractional working interests owned by a company
Gross reserves/production
 
A company’s working interest share of reserves/production before deduction of royalties
Heavy crude oil
 
Crude oil with a relative density greater than 10 degrees API gravity and less than or equal to 22.3 degrees API gravity
Light crude oil
 
Crude oil with a relative density greater than 31.1 degrees API gravity
Medium crude oil
 
Crude oil with a relative density that is greater than 22.3 degrees API gravity and less than or equal to 31.1 degrees API gravity
Net revenue
 
Gross revenues less royalties
NOVA Inventory Transfer (NIT)
 
Exchange or transfer of title of gas that has been received into the NOVA pipeline system but not yet delivered to a connecting pipeline
Oil sands
 
Sands and other rock materials that contain crude bitumen and include all other mineral substances in association therewith
Seismic survey
 
A method by which the physical attributes in the outer rock shell of the earth are determined by measuring, with a seismograph, the rate of transmission of shock waves through the various rock formations
Shareholders’ equity
 
Common shares, preferred shares, contributed surplus, retained earnings, accumulated other comprehensive income and non-controlling interest
Stratigraphic test well
 
A geologically directed test well to obtain information. These wells are usually drilled without the intention of being completed for production
Sustaining capital
 
The additional development capital that is required by the business to maintain production and operations at existing levels. Development capital includes the cost to drill, complete, equip and tie-in wells to existing infrastructure.
Synthetic oil
 
A mixture of hydrocarbons derived by upgrading heavy crude oils, including bitumen, through a process that reduces the carbon content and increases the hydrogen content
Thermal
 
Use of steam injection into the reservoir in order to enable heavy oil and bitumen to flow to the well bore.
Total debt
 
Long-term debt including long-term debt due within one year and short-term debt
Turnaround
 
Performance of scheduled plant or facility maintenance requiring the complete or partial shutdown of the plant or facility operations
Western Canada
 
Includes Upstream oil and gas exploration and development activities located in Alberta, Saskatchewan and British Columbia
Units of Measure
bbls
barrels
 
mboe/day
thousand barrels of oil equivalent per day
bbls/day
barrels per day
 
mcf
thousand cubic feet
boe
barrels of oil equivalent
 
mmbbls
million barrels
boe/day
barrels of oil equivalent per day
 
mmboe
million barrels of oil equivalent
GJ
gigajoule
 
mmbtu
million British Thermal Units
mbbls
thousand barrels
 
mmcf
million cubic feet
mbbls/day
thousand barrels per day
 
mmcf/day
million cubic feet per day
mboe
thousand barrels of oil equivalent
 
 
 


HUSKY ENERGY INC. | Q3 | Management's Discussion and Analysis | 30
GRAPHIC 5 huskylogoblackvectora02.jpg begin 644 huskylogoblackvectora02.jpg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end