The MD&A is intended to provide a narrative description of the Company's
business from management's perspective. This MD&A should be read in conjunction
with the unaudited interim Condensed Consolidated Financial Statements and
accompanying notes for the period ended June 30, 2021 ("Consolidated Financial
Statements"), which are included in Part I, Item 1 of this Quarterly Report on
Form 10-Q and the audited Consolidated Financial Statements and accompanying
notes and MD&A for the year ended December 31, 2020, which are included in Items
8 and 7, respectively, of the 2020 Annual Report on Form 10­K.

Common industry terms and abbreviations are used throughout this MD&A and are defined in the Definitions, Conversions and Conventions sections of this Quarterly Report on Form 10-Q. This MD&A includes the following sections:





  •   Executive Overview


  •   Results of Operations


  •   Liquidity and Capital Resources


  •   Non-GAAP Measures



Executive Overview

Strategy

Ovintiv is a leading North American energy producer that is focused on
developing its multi-basin portfolio of oil, NGLs and natural gas producing
plays. Ovintiv is committed to growing long-term stockholder value through a
combination of profitable growth and generating cash flows. The Company is
pursuing the key business objectives of preserving financial strength,
maximizing profitability through operational and capital efficiencies, paying
sustainable dividends, and generating cash flows through a disciplined capital
allocation strategy by investing in a limited number of core assets with high
margin liquids. To support the Company's business objectives, Ovintiv actively
monitors and manages market volatility through the diversification of price
risks, and market access risks to enhance returns and maintain a consistent cash
flow stream. In conjunction with Ovintiv's focus on preserving financial
strength, the Company is targeting a long-term debt balance, less cash and cash
equivalents held, of approximately $3.0 billion by the end of 2023.

Ovintiv is also committed to delivering results in a socially and
environmentally responsible manner. Thoughtfully developed best practices are
deployed across its assets, allowing the Company to capitalize on operational
efficiencies and decreasing emissions intensity. The Company's annual
Sustainability Report outlining its key metrics and progress achieved relating
to environmental, social and governance ("ESG") practices can be found on the
Company's website.

In executing its strategy, Ovintiv focuses on its core values of One, Agile and
Driven, which guide the organization to be flexible, responsive, innovative and
determined. The Company is committed to excellence with a passion to drive
corporate financial performance and succeed as a team.

Ovintiv continually reviews and evaluates its strategy and changing market
conditions in order to maximize cash flow generation from its top tier assets
located in some of the best plays in North America, referred to as the "Core
Assets". As at June 30, 2021, the Core Assets comprised Permian and Anadarko in
the U.S., and Montney in Canada. These Core Assets form a multi-basin portfolio
of oil, NGLs and natural gas producing plays enabling flexible and efficient
investment of capital that support the Company's strategy.

For additional information on Ovintiv's strategy, its reporting segments and the
plays in which the Company operates, refer to Items 1 and 2 of the 2020 Annual
Report on Form 10-K.



  35




--------------------------------------------------------------------------------


In evaluating its operations and assessing its leverage, Ovintiv reviews
performance-based measures such as Non­GAAP Cash Flow, Non-GAAP Cash Flow
Margin, Total Costs and debt-based metrics such as Debt to Adjusted
Capitalization and Net Debt to Adjusted EBITDA, which are non-GAAP measures and
do not have any standardized meaning under U.S. GAAP. These measures may not be
similar to measures presented by other issuers and should not be viewed as a
substitute for measures reported under U.S. GAAP. Additional information
regarding these measures, including reconciliations to the closest GAAP measure,
can be found in the Non-GAAP Measures section of this MD&A.

Highlights



During the first six months of 2021, the Company focused on executing its 2021
capital plan aimed at maximizing profitability through operational and capital
efficiencies, delivering cash from operating activities and using excess cash
flows to reduce total long-term debt. Higher upstream product revenues in the
first six months of 2021 compared to 2020 resulted from higher average realized
prices, excluding the impact of risk management activities. Increases in average
realized liquids and natural gas prices of 92 percent and 79 percent,
respectively, were primarily due to higher benchmark prices. Ovintiv continues
to focus on optimizing realized prices from the diversification of the Company's
downstream markets.

The Company continued to deliver significant cash from operating activities
while reducing its total long-term debt balance. Cash from operating activities
of $1,577 million included a net realized loss of $379 million on settlement of
risk management positions and a current income tax recovery of $156 million
primarily due to the resolution of certain tax items relating to prior taxation
years. The Company used excess cash flows to reduce its total long-term debt
balance by $1,571 million in the first six months of 2021.

Significant Developments

• On April 28, 2021, the Company closed the sale of its previously announced

Duvernay assets and recognized proceeds of approximately $239 million, after


      closing and other adjustments. The transaction had an effective date of
      January 1, 2021.

• On May 19, 2021, the Company closed the sale of its previously announced

Eagle Ford assets and received proceeds of approximately $771 million, after


      closing and other adjustments. The transaction had an effective date of
      January 1, 2021.

• On May 19, 2021, the Company announced its intention to redeem the Company's

$600 million, 5.75 percent senior notes due January 30, 2022, and its $518

million, 3.90 percent senior notes due November 15, 2021. The 2022 senior

notes were redeemed on June 18, 2021. On July 15, 2021, the Company

announced it expects to redeem the 2021 senior notes on August 16, 2021. The


      combined redemptions represent approximately $1.1 billion of debt
      repayments, resulting in expected annualized interest savings of over $50
      million.

• On July 27, 2021, Ovintiv announced an increase of about 50 percent to its

quarterly dividend payment representing an annualized dividend of $0.56 per

share of common stock as part of the Company's commitment to returning

capital to shareholders.

Financial Results

Three months ended June 30, 2021

• Reported net loss of $205 million, including net losses on risk management

in revenues of $799 million, before tax.

• Generated cash from operating activities of $750 million, Non-GAAP Cash Flow

of $733 million and Non­GAAP Cash Flow Margin of $14.51 per BOE.

• Paid dividends of $0.09375 per share of common stock totaling $25 million.




  • Reduced total long-term debt by $1,104 million.




  36




--------------------------------------------------------------------------------

Six months ended June 30, 2021

• Reported net earnings of $104 million, including net losses on risk

management in revenues of $1,226 million, before tax and a current income

tax recovery of $156 million.

• Generated cash from operating activities of $1,577 million, Non-GAAP Cash

Flow of $1,623 million and Non­GAAP Cash Flow Margin of $16.41 per BOE.

• Paid dividends of $0.1875 per share of common stock totaling $49 million.

• Had $4.4 billion in total liquidity as at June 30, 2021, which included

available credit facilities of $4.0 billion, available uncommitted demand


      lines of $281 million, and cash and cash equivalents of $122 million.


  • Reduced total long-term debt by $1,571 million.


  • Reported Net Debt to Adjusted EBITDA of 1.9 times.

Capital Investment

• Continued to execute the Company's 2021 capital plan with expenditures

totaling $733 million of which $690 million, or 94 percent, was directed to

the Core Assets.

• Focused on highly efficient capital activity and short-cycle high margin

and/or low cost projects providing flexibility to respond to fluctuations in


      commodity prices.


Production

Three months ended June 30, 2021

• Produced average liquids volumes of 286.7 Mbbls/d, which accounted for

52 percent of total production volumes. Average oil and plant condensate

volumes of 200.8 Mbbls/d, represented 70 percent of total liquids production

volumes.

• Produced average natural gas volumes of 1,607 MMcf/d, which accounted for 48

percent of total production volumes.

Six months ended June 30, 2021

• Produced average liquids volumes of 281.2 Mbbls/d, which accounted for

51 percent of total production volumes. Average oil and plant condensate

volumes of 199.4 Mbbls/d, represented 71 percent of total liquids production

volumes.

• Produced average natural gas volumes of 1,591 MMcf/d, which accounted for 49

percent of total production volumes.

Operating Expenses

• Incurred Total Costs in the first six months of 2021 of $1,277 million, or

$12.92 per BOE, an increase of $95 million and an increase of $1.20 per BOE

compared to the first six months of 2020. Total Costs is defined in the

Non-GAAP Measures section of this MD&A. Significant items in the first six

months of 2021 compared to 2020 impacting Total Costs include:




         o  Higher upstream transportation and processing expenses of $64 million,
            primarily due to higher production volumes in Montney and a higher
            U.S./Canadian dollar exchange rate;


         o  Higher production, mineral and other taxes of $54 million, primarily
            due to higher commodity prices;


         o  Higher administrative expenses, excluding long-term incentive,
            restructuring and legal costs, and current expected credit losses of
            $7 million, primarily due to higher consulting costs; and

o Lower upstream operating expenses, excluding long-term incentive costs


            of $30 million, primarily due to durable cost savings including
            workforce reductions in 2020.




  37




--------------------------------------------------------------------------------

• Total Operating Expenses in the first six months of 2021 of $3,456 million

decreased by $3,213 million, primarily due to the non-cash ceiling test

impairment of $3,527 million recognized in the first six months of 2020.

Additional information on Total Costs items and Total Operating Expenses above can be found in the Results of Operations section of this MD&A.



2021 Outlook

Industry Outlook

Oil Markets

The oil and gas industry is cyclical and commodity prices are inherently volatile. Oil prices reflect global supply and demand dynamics as well as the geopolitical and macroeconomic environment.



Oil prices during 2021 will continue to be impacted by the global containment of
the coronavirus ("COVID-19"), pace of economic recovery, OPEC+ production
levels, and the potential for higher U.S. production. The accelerating
distribution of COVID-19 vaccines continues to drive optimism and oil demand as
countries reopen their economies. Upward pressures on oil prices and the
tightening of global oil inventories during the first six months of 2021 were
mainly caused by ongoing OPEC+ production cuts and increased global demand for
oil.

As announced in the OPEC+ April 2021 meeting, May and June production levels
were adjusted, allowing for gradual increases in production output and in June,
OPEC+ reaffirmed commitments to adjust July production levels for similar
increases. In July, OPEC+ announced monthly production increases starting from
August until December 2021. OPEC+ will assess market developments in December
and continue to meet regularly to review the state of global oil supply, demand
and inventory levels.

Despite signs of economic recovery centered on the COVID-19 vaccine rollouts and
OPEC+ production cuts, oil markets remain volatile. The emergence of COVID-19
variants may threaten the reopening of economies in certain countries while the
gradual easing of OPEC+ oil production cuts and the potential for higher U.S.
oil production could contribute to commodity market uncertainty.

Natural Gas Markets



Natural gas prices are primarily affected by structural changes in supply and
demand as well as deviations from seasonally normal weather. In combination,
these factors contributed to increased drawdowns of natural gas inventory and
generally supported natural gas prices in the first six months of 2021. Natural
gas prices for the remainder of 2021 are expected to be impacted by the
interplay between gas production and associated gas from oil production, as well
as changes in demand from the power generation sector and changes in export
levels of liquified natural gas.

Company Outlook



The Company continues to exercise discretion and discipline to optimize capital
allocation throughout 2021 as oil demand recovers and the commodity price
environment evolves. Ovintiv pursues innovative ways to reduce upstream
operating and administrative expenses and expects to benefit from durable cost
savings and efficiencies to maximize cash flows.

Markets for crude oil and natural gas are exposed to different price risks and
are inherently volatile. While the market price for crude oil tends to move in
the same direction as the global market, regional differentials may develop.
Natural gas prices may vary between geographic regions depending on local supply
and demand conditions. To mitigate price volatility and help sustain revenues,
particularly during periods of low commodity prices, the Company enters into
derivative financial instruments. As at July 15, 2021, the Company has hedged
approximately 130.0 Mbbls/d of expected crude oil and condensate production and
1,170 MMcf/d of expected natural gas production for the remainder of the year.
In addition, Ovintiv proactively utilizes transportation contracts to diversify
the Company's sales markets, thereby reducing significant exposure to any given
market and regional pricing.

Additional information on Ovintiv's hedging program can be found in Note 19 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.





  38




--------------------------------------------------------------------------------

Capital Investment



The Company continues to execute its $1.5 billion 2021 capital investment
program, the majority of which is allocated to the Core Assets with a focus on
maximizing returns from high margin liquids to optimize cash flows. During the
first six months of 2021, the Company spent $733 million, of which $344 million
was directed to Permian, $193 million was directed to Montney, $153 million was
directed to Anadarko and the remainder was primarily directed to other upstream
assets. Ovintiv will continue to evaluate its capital investment plans as the
global economic environment evolves.

Ovintiv continually strives to improve well performance and lower costs through
innovative techniques. Initiatives such as applying Simul-Frac techniques, a
process of fracking pairs of wells at the same time instead of a single well,
increases operational efficiencies and contributes to well cost savings.
Ovintiv's large-scale cube development model utilizes multi-well pads and
advanced completion designs to maximize returns and resource recovery from its
reservoirs. The impact of Ovintiv's disciplined capital program and continuous
innovation create flexibility to allocate capital in changing commodity markets
and to maximize cash flows while preserving the long-term value of the Company's
multi-basin portfolio.

Production

Ovintiv is strategically positioned in the current environment to maintain a
flat liquids production profile while generating significant cash flows in
excess of capital expenditures. During the first six months 2021, average
liquids production volumes were 281.2 Mbbls/d, or 51 percent of total production
volumes, and average oil and plant condensate production volumes were 199.4
Mbbls/d, or 71 percent of total liquids production volumes. Average natural gas
production volumes were 1,591 MMcf/d, or 49 percent of total production volumes.
During the second quarter of 2021, the Company updated its full year 2021
guidance for oil and plant condensate production volumes to approximately 190.0
Mbbls/d to 195.0 Mbbls/d, other NGLs production volumes to approximately 80.0
Mbbls/d to 85.0 Mbbls/d and natural gas production volumes to approximately
1,550 MMcf/d to 1,575 MMcf/d. The updated guidance reflects the recently
completed divestitures.

Operating Expenses



The Company will continue to benefit from cost savings measures implemented in
2020 which included workforce reductions and operating efficiencies. Ovintiv
continues to pursue innovative ways to reduce upstream operating and
administrative expenses. With rising activity in the oil and gas industry and
the recovery of commodity prices, service and supply costs are expected to
increase. The Company strives to minimize any inflationary pressures with
efficiency improvements and effective supply chain management.

For 2021, Ovintiv has revised its expectation of Total Costs to approximately
$12.95 per BOE to $13.20 per BOE to reflect higher than expected changes in
foreign exchange rates and increased production taxes resulting from higher than
expected commodity prices. Total Costs were $12.92 per BOE in the first six
months of 2021. Total Costs is defined in the Non-GAAP Measures section of this
MD&A.

Long-Term Debt Reduction

Ovintiv remains focused on strengthening its balance sheet. Since the second
quarter of 2020, the Company has allocated $2,052 million in excess cash flows
to reduce its total long-term debt balance, which included proceeds from the
Duvernay and Eagle Ford asset divestitures. The Company is targeting a long-term
debt balance, less cash and cash equivalents held, of approximately $3.0 billion
by the end of 2023. The Company expects lower interest expense as it reaches its
debt reduction target.

In June 2021, the Company redeemed its $600 million, 5.75 percent senior notes
due January 30, 2022. The Company also expects to redeem its $518 million, 3.90
percent senior notes due November 15, 2021 in mid-August. The combined
redemptions represent approximately $1.1 billion of debt repayments, resulting
in expected annualized interest savings of over $50 million.

As at June 30, 2021, the Company had no outstanding balances under its revolving credit facilities and U.S. dollar commercial paper programs.





  39




--------------------------------------------------------------------------------


Additional information on Ovintiv's long-term debt and liquidity position can be
found in Note 10 to the Consolidated Financial Statements included in Part I,
Item 1 of this Quarterly Report on Form 10-Q and the Liquidity and Capital
Resources section of this MD&A, respectively.

Additional information on Ovintiv's 2021 Corporate Guidance can be accessed on the Company's website at www.ovintiv.com.

Environmental, Social and Governance

Ovintiv recognizes the importance of reducing its environmental footprint and
voluntarily participates in emission reduction programs. The Company has
targeted a 33 percent reduction in methane intensity which has been tied to its
annual incentive compensation program for all employees beginning in 2021.
Ovintiv is on track to meet the reduction target by the end of 2021.

Additional information on Ovintiv's ESG practices can be found in Ovintiv's annual Sustainability Report on the Company's website.







  40




--------------------------------------------------------------------------------





Results of Operations

Selected Financial Information



                                           Three months ended June 30,                Six months ended June 30,
($ millions)                                      2021                 2020                  2021              2020

Product and Service Revenues
Upstream product revenues                 $      1,723       $          673          $      3,317       $     1,824
Market optimization                                748                  348                 1,400               767
Service revenues (1)                                 2                    2                     3                 2
Total Product and Service Revenues               2,473                1,023                 4,720             2,593

Gains (Losses) on Risk Management, Net            (799 )               (314 )              (1,226 )             741
Sublease Revenues                                   18                   17                    36                35
Total Revenues                                   1,692                  726                 3,530             3,369

Total Operating Expenses (2)                     1,813                4,785                 3,456             6,669
Operating Income (Loss)                           (121 )             (4,059 )                  74            (3,300 )
Total Other (Income) Expenses                       84                   30                   146               228
Net Earnings (Loss) Before Income Tax             (205 )             (4,089 )                 (72 )          (3,528 )
Income Tax Expense (Recovery)                        -                  294                  (176 )             434

Net Earnings (Loss)                       $       (205 )     $       (4,383 )        $        104       $    (3,962 )

(1) Service revenues include amounts related to the USA and Canadian Operations.

(2) Total Operating Expenses include non-cash items such as DD&A, impairments,

accretion of asset retirement obligations and long-term incentive costs.




Revenues

Ovintiv's revenues are substantially derived from sales of oil, NGLs and natural
gas production. Increases or decreases in Ovintiv's revenue, profitability and
future production are highly dependent on the commodity prices the Company
receives. Prices are market driven and fluctuate due to factors beyond the
Company's control, such as supply and demand, seasonality and geopolitical and
economic factors. The USA Operations realized prices generally reflect WTI and
NYMEX benchmark prices, as well as other downstream oil benchmarks, including
Houston. The Canadian Operations realized prices are linked to Edmonton
Condensate and AECO, as well as other downstream natural gas benchmarks,
including Dawn. The other downstream benchmarks reflect the diversification of
the Company's markets. Recent trends in benchmark prices relevant to the Company
are shown in the table below.

Benchmark Prices



                                        Three months ended June 30,               Six months ended June 30,
(average for the period)                      2021                2020                 2021               2020

Oil & NGLs
WTI ($/bbl)                          $       66.07       $       27.85         $      61.96       $      37.01
Houston ($/bbl)                              67.02               29.43                63.19              39.46
Edmonton Condensate (C$/bbl)                 81.52               30.71                77.50              46.22

Natural Gas
NYMEX ($/MMBtu)                      $        2.83       $        1.72         $       2.76       $       1.83
AECO (C$/Mcf)                                 2.85                1.91                 2.89               2.03
Dawn (C$/MMBtu)                               3.42                2.25                 3.70               2.32




  41




--------------------------------------------------------------------------------

Production Volumes and Realized Prices



                                        Three months ended June 30,                                        Six months ended June 30,
                           Production Volumes (1)            Realized Prices (2)             Production Volumes (1)            Realized Prices (2)
                               2021              2020              2021        2020              2021              2020              2021        2020

Oil (Mbbls/d, $/bbl)
USA Operations                148.2             146.0        $    63.65     $ 22.95             146.9             153.9        $    60.04     $ 33.74
Canadian Operations             0.3               0.5             60.68       11.90               0.6               0.6             54.58       28.38
Total                         148.5             146.5             63.65       22.91             147.5             154.5             60.02       33.72

NGLs - Plant Condensate
(Mbbls/d, $/bbl)
USA Operations                 10.5              11.0             55.54       12.47              10.1              10.9             53.44       23.51
Canadian Operations            41.8              40.8             64.85       20.48              41.8              41.3             61.07       32.36
Total                          52.3              51.8             62.98       18.79              51.9              52.2             59.58       30.51

NGLs - Other (Mbbls/d,
$/bbl)
USA Operations                 69.2              67.2             20.10        7.83              65.2              72.4             20.31        7.56
Canadian Operations            16.7              12.9             23.88        9.56              16.6              15.0             25.33        8.08
Total                          85.9              80.1             20.83        8.11              81.8              87.4             21.34        7.65

Total Oil & NGLs
(Mbbls/d, $/bbl)
USA Operations                227.9             224.2             50.05       17.91             222.2             237.2             48.09       25.28
Canadian Operations            58.8              54.2             53.19       17.79              59.0              56.9             50.91       25.91
Total                         286.7             278.4             50.70       17.88             281.2             294.1             48.68       25.40

Natural Gas (MMcf/d,
$/Mcf)
USA Operations                  497               536              2.60        1.33               478               552              2.78        1.37
Canadian Operations           1,110             1,014              2.81    

   1.69             1,113             1,007              2.96        1.78
Total                         1,607             1,550              2.75        1.57             1,591             1,559              2.91        1.63

Total Production
(MBOE/d, $/BOE)
USA Operations                310.8             313.4             40.87       15.09             301.8             329.2             39.80       20.52
Canadian Operations           243.8             223.2             25.67       11.99             244.7             224.8             25.79       14.50
Total                         554.6             536.6             34.20       13.80             546.5             554.0             33.54       18.08

Production Mix (%)
Oil & Plant Condensate           36                37                                              36                37
NGLs - Other                     16                15                                              15                16
Total Oil & NGLs                 52                52                                              51                53
Natural Gas                      48                48                                              49                47

Production Change
Year Over Year (%) (3)
Total Oil & NGLs                  3               (14 )                                            (4 )               6
Natural Gas                       4                (4 )                                             2                 3
Total Production                  3                (9 )                                            (1 )               4

Core Assets Production
Oil (Mbbls/d)                 115.9             107.9                                           108.8             109.6
NGLs - Plant Condensate
(Mbbls/d)                      50.1              45.9                                            48.9              46.0
NGLs - Other (Mbbls/d)         78.5              71.8                                            73.8              77.7
Total Oil & NGLs
(Mbbls/d)                     244.5             225.6                                           231.5             233.3
Natural Gas (MMcf/d)          1,500             1,392                                           1,467             1,399
Total Production
(MBOE/d)                      494.5             457.6                                           475.9             466.4
% of Total Production            89                85                                              87                84


(1) Average daily.

(2) Average per-unit prices, excluding the impact of risk management activities.

(3) Includes production impacts from acquisitions and divestitures.






  42




--------------------------------------------------------------------------------





Upstream Product Revenues

                                                             Three months ended June 30,

                                                    NGLs - Plant                             Natural
($ millions)                           Oil            Condensate        NGLs - Other             Gas         Total

2020 Upstream Product Revenues (1) $   306       $            89       $          58       $     220       $   673
Increase (decrease) due to:
Sales prices                           549                   210                  99             172         1,030
Production volumes                       4                     1                   5               9            19
2021 Upstream Product Revenues     $   859       $           300       $         162       $     401       $ 1,722

                                                              Six months ended June 30,

                                                    NGLs - Plant                             Natural
($ millions)                           Oil            Condensate        NGLs - Other             Gas         Total

2020 Upstream Product Revenues (1) $   949       $           290       $         121       $     464       $ 1,824
Increase (decrease) due to:
Sales prices                           701                   271                 202             363         1,537
Production volumes                     (48 )                  (2 )                (8 )            11           (47 )
2021 Upstream Product Revenues     $ 1,602       $           559       $    

315 $ 838 $ 3,314

(1) Revenues for the second quarter and first six months of 2021 exclude certain

other revenue and royalty adjustments with no associated production volumes

of $1 million and $3 million, respectively.

Oil Revenues

Three months ended June 30, 2021 versus June 30, 2020

Oil revenues increased $553 million compared to the second quarter of 2020 primarily due to:

• Higher average realized oil prices of $40.74 per bbl, or 178 percent,

increased revenues by $549 million. The increase reflected higher WTI and

Houston benchmark prices which were up 137 percent and 128 percent,

respectively, and the strengthening of regional pricing relative to the WTI

benchmark price in the USA Operations; and

• Higher average oil production volumes of 2.0 Mbbls/d increased revenues by $4

million. Higher volumes were primarily due to successful drilling in Permian

(9.9 Mbbls/d), production shut-ins due to the economic downturn in 2020 (9.0

Mbbls/d) and third-party gathering capacity constraints in 2020 (3.3

Mbbls/d), partially offset by natural declines surpassing incremental

production in Anadarko, Eagle Ford and Bakken (13.9 Mbbls/d), and the sale of

the Eagle Ford assets in the second quarter of 2021 (6.6 Mbbls/d).

Six months ended June 30, 2021 versus June 30, 2020

Oil revenues increased $653 million compared to the first six months of 2020 primarily due to:

• Higher average realized oil prices of $26.30 per bbl, or 78 percent,

increased revenues by $701 million. The increase reflected higher WTI and

Houston benchmark prices which were up 67 percent and 60 percent,

respectively, and the strengthening of regional pricing relative to the WTI

benchmark price in the USA Operations; and

• Lower average oil production volumes of 7.0 Mbbls/d decreased revenues by $48

million. Lower volumes were primarily due to natural declines surpassing

incremental production in Anadarko, Bakken and Eagle Ford (12.7 Mbbls/d),

severe winter weather conditions in Permian and Anadarko (3.4 Mbbls/d) and

the sale of the Eagle Ford assets in the second quarter of 2021 (3.3

Mbbls/d), partially offset by successful drilling in Permian (5.7 Mbbls/d),

production shut-ins due to the economic downturn in 2020 (4.4 Mbbls/d) and


     third-party gathering capacity constraints (1.7 Mbbls/d).




  43




--------------------------------------------------------------------------------

NGL Revenues

Three months ended June 30, 2021 versus June 30, 2020

NGL revenues increased $315 million compared to the second quarter of 2020 primarily due to:

• Higher average realized plant condensate prices of $44.19 per bbl, or 235

percent, increased revenues by $210 million. The increase reflected higher

Edmonton Condensate and WTI benchmark prices which were up 165 percent and

137 percent, respectively, as well as higher regional pricing relative to the

WTI benchmark price in the Canadian Operations;

• Higher average realized other NGL prices of $12.72 per bbl, or 157 percent,

increased revenues by $99 million reflecting higher other NGL benchmark

prices and higher regional pricing;

• Higher average other NGL production volumes of 5.8 Mbbls/d increased revenues

by $5 million. Higher volumes were primarily due to successful drilling in

Montney, Permian and Bakken (8.5 Mbbls/d) and production shut-ins due to the

economic downturn in 2020 (3.1 Mbbls/d), partially offset by natural declines

in Anadarko, Eagle Ford and Duvernay (4.5 Mbbls/d), and the sale of the Eagle

Ford assets in the second quarter of 2021 (1.7 Mbbls/d); and

• Higher average plant condensate production volumes of 0.5 Mbbls/d increased

revenues by $1 million. Higher volumes were primarily due to production

shut-ins due to the economic downturn in 2020 (2.8 Mbbls/d) and successful

drilling in Montney (2.6 Mbbls/d), partially offset by natural declines in

Duvernay and Anadarko (2.9 Mbbls/d), and the sale of the Duvernay assets in

the second quarter of 2021 (1.8 Mbbls/d).

Six months ended June 30, 2021 versus June 30, 2020

NGL revenues increased $463 million compared to the first six months of 2020 primarily due to:

• Higher average realized plant condensate prices of $29.07 per bbl, or 95

percent, increased revenues by $271 million. The increase reflected higher

Edmonton Condensate and WTI benchmark prices which were up 68 percent and 67

percent, respectively, as well as higher regional pricing relative to the WTI

benchmark price;

• Higher average realized other NGL prices of $13.69 per bbl, or 179 percent,

increased revenues by $202 million reflecting higher other NGL benchmark

prices and higher regional pricing;

• Lower average other NGL production volumes of 5.6 Mbbls/d decreased revenues

by $8 million. Lower volumes were primarily due to natural declines in

Anadarko, Eagle Ford and Duvernay (8.5 Mbbls/d), severe winter weather

conditions in Anadarko and Permian (2.3 Mbbls/d) and the sale of the Eagle

Ford assets in the second quarter of 2021 (0.9 Mbbls/d), partially offset by

successful drilling in Montney and Bakken (3.6 Mbbls/d); and

• Lower average plant condensate production volumes of 0.3 Mbbls/d decreased

revenues by $2 million. Lower volumes were primarily due to natural declines

in Duvernay and Anadarko (3.0 Mbbls/d), and the sale of the Duvernay assets

in the second quarter of 2021 (0.9 Mbbls/d), partially offset by successful

drilling in Montney (2.7 Mbbls/d).

Natural Gas Revenues

Three months ended June 30, 2021 versus June 30, 2020

Natural gas revenues increased $181 million compared to the second quarter of 2020 primarily due to:

• Higher average realized natural gas prices of $1.18 per Mcf, or 75 percent,

increased revenues by $172 million. The increase reflected higher NYMEX, Dawn


     and AECO benchmark prices which were up 65 percent, 52 percent and 49
     percent, respectively, and higher regional pricing; and

• Higher average natural gas production volumes of 57 MMcf/d increased revenues

by $9 million primarily due to successful drilling in Montney (151 MMcf/d)

and production shut-ins due to the economic downturn in 2020 (27 MMcf/d),

partially offset by natural declines in Anadarko and Duvernay (72 MMcf/d),

the sales of the Duvernay and Eagle Ford assets in the second quarter of 2021


     (34 MMcf/d), and third-party plant issues in Montney (14 MMcf/d).




  44




--------------------------------------------------------------------------------

Six months ended June 30, 2021 versus June 30, 2020

Natural gas revenues increased $374 million compared to the first six months of 2020 primarily due to:

• Higher average realized natural gas prices of $1.28 per Mcf, or 79 percent,

increased revenues by $363 million. The increase reflected higher Dawn, NYMEX


     and AECO benchmark prices which were up 59 percent, 51 percent and 42
     percent, respectively, and higher regional pricing; and

• Higher average natural gas production volumes of 32 MMcf/d increased revenues

by $11 million primarily due to successful drilling in Montney (154 MMcf/d)

and production shut-ins due to the economic downturn in 2020 (14 MMcf/d),

partially offset by natural declines in Anadarko, Duvernay and Eagle Ford (85

MMcf/d), the sales of the Duvernay and Eagle Ford assets in the second

quarter of 2021 (17 MMcf/d), severe winter weather conditions in Anadarko and

Permian (15 MMcf/d), and third-party plant issues in Montney (14 MMcf/d).

Gains (Losses) on Risk Management, Net



As a means of managing commodity price volatility, Ovintiv enters into commodity
derivative financial instruments on a portion of its expected oil, NGL and
natural gas production volumes. The Company's commodity price mitigation program
reduces volatility and helps sustain revenues during periods of lower prices.
Additional information on the Company's commodity price positions as at June 30,
2021 can be found in Note 19 to the Consolidated Financial Statements included
in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The following tables provide the effects of the Company's risk management activities on revenues.



                                       Three months ended June 30,               Six months ended June 30,
($ millions)                                  2021               2020                  2021               2020

Realized Gains (Losses) on Risk
Management
Commodity Price (1)
Oil                                 $         (167 )     $        223         $        (284 )     $        305
NGLs - Plant Condensate                        (35 )               59                   (60 )               82
NGLs - Other                                   (20 )                7                   (39 )               12
Natural Gas                                     (2 )               73                     1                112
Other (2)                                        1                  3                     3                  5
Total                                         (223 )              365                  (379 )              516

Unrealized Gains (Losses) on Risk
Management                                    (576 )             (679 )                (847 )              225
Total Gains (Losses) on Risk
Management, Net                     $         (799 )     $       (314 )

$ (1,226 ) $ 741



                                       Three months ended June 30,               Six months ended June 30,
(Per-unit)                                    2021               2020                  2021               2020

Realized Gains (Losses) on Risk
Management
Commodity Price (1)
Oil ($/bbl)                         $       (12.38 )     $      16.79         $      (10.64 )     $      10.86
NGLs - Plant Condensate ($/bbl)     $        (7.39 )     $      12.58         $       (6.43 )     $       8.65
NGLs - Other ($/bbl)                $        (2.46 )     $       0.90         $       (2.60 )     $       0.75
Natural Gas ($/Mcf)                 $        (0.01 )     $       0.52         $           -       $       0.39
Total ($/BOE)                       $        (4.44 )     $       7.41         $       (3.86 )     $       5.07

(1) Includes realized gains and losses related to the USA and Canadian

Operations.

(2) Other primarily includes realized gains or losses from Market Optimization

and other derivative contracts with no associated production volumes.

Ovintiv recognizes fair value changes from its risk management activities each
reporting period. The changes in fair value result from new positions and
settlements that occur during each period, as well as the relationship between
contract prices and the associated forward curves. Realized gains or losses on
risk management activities related to commodity price mitigation are included in
the USA Operations, Canadian Operations and Market Optimization revenues as the
contracts are cash settled. Unrealized gains or losses on fair value changes of
unsettled contracts are included in the Corporate and Other segment.



  45




--------------------------------------------------------------------------------

Market Optimization Revenues

Market Optimization product revenues relate to activities that provide operational flexibility and cost mitigation for transportation commitments, product type, delivery points and customer diversification. Ovintiv also purchases and sells third-party volumes under marketing arrangements associated with the Company's previous divestitures.



                                         Three months ended June 30,                  Six months ended June 30,
($ millions)                                  2021                  2020                    2021                 2020

Market Optimization                  $         748         $         348         $         1,400         $        767

Three months ended June 30, 2021 versus June 30, 2020

Market Optimization product revenues increased $400 million compared to the second quarter of 2020 primarily due to:

• Higher oil and natural gas benchmark prices ($449 million) and higher sales

of third-party purchased liquids volumes primarily relating to price

optimization activities in the USA Operations ($55 million);

partially offset by:

• Lower sales of third-party purchased natural gas volumes primarily relating

to marketing arrangements for assets divested in prior years ($104 million).

Six months ended June 30, 2021 versus June 30, 2020

Market Optimization product revenues increased $633 million compared to the first six months of 2020 primarily due to:

• Higher oil and natural gas benchmark prices ($691 million) and higher sales

of third-party purchased liquids volumes primarily relating to price

optimization activities in the USA Operations ($150 million);

partially offset by:

• Lower sales of third-party purchased natural gas volumes primarily relating

to marketing arrangements for assets divested in prior years ($208 million).




Sublease Revenues

Sublease revenues primarily include amounts related to the sublease of office
space in The Bow office building recorded in the Corporate and Other segment.
Additional information on office sublease income can be found in Note 9 to the
Consolidated Financial Statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Operating Expenses

Production, Mineral and Other Taxes

Production, mineral and other taxes include production and property taxes. Production taxes are generally assessed as a percentage of oil, NGLs and natural gas production revenues. Property taxes are generally assessed based on the value of the underlying assets.



                                          Three months ended June 30,                 Six months ended June 30,
($ millions)                                   2021                  2020                  2021                 2020

USA Operations                        $          69         $          24         $         124         $         72
Canadian Operations                               4                     3                     9                    7
Total                                 $          73         $          27         $         133         $         79

                                          Three months ended June 30,                 Six months ended June 30,
($/BOE)                                        2021                  2020                  2021                 2020

USA Operations                        $        2.43         $        0.82         $        2.27         $       1.20
Canadian Operations                   $        0.17         $        0.17         $        0.19         $       0.18
Production, Mineral and Other Taxes   $        1.44         $        0.55         $        1.34         $       0.79




  46




--------------------------------------------------------------------------------

Three months ended June 30, 2021 versus June 30, 2020

Production, mineral and other taxes increased $46 million compared to the second quarter of 2020 primarily due to:

• Higher production tax in USA Operations due to higher commodity prices ($44

million).

Six months ended June 30, 2021 versus June 30, 2020

Production, mineral and other taxes increased $54 million compared to the first six months of 2020 primarily due to:

• Higher production tax in USA Operations due to higher commodity prices ($59

million).

Transportation and Processing



Transportation and processing expense includes transportation costs incurred to
move product from production points to sales points including gathering,
compression, pipeline tariffs, trucking and storage costs. Ovintiv also incurs
costs related to processing provided by third parties or through ownership
interests in processing facilities.

                                             Three months ended June 30,                 Six months ended June 30,
($ millions)                                        2021                 2020                 2021               2020

USA Operations                           $           126         $        115         $        239       $        236
Canadian Operations                                  248                  198                  472                411
Upstream Transportation and Processing               374                  313                  711                647

Market Optimization                                   44                   55                   86                117
Total                                    $           418         $        368         $        797       $        764

                                             Three months ended June 30,                 Six months ended June 30,
($/BOE)                                             2021                 2020                 2021               2020

USA Operations                           $          4.44         $       4.07         $       4.38       $       3.95
Canadian Operations                      $         11.24         $       

9.75 $ 10.68 $ 10.02 Upstream Transportation and Processing $ 7.42 $ 6.44 $ 7.20 $ 6.42






  47




--------------------------------------------------------------------------------

Three months ended June 30, 2021 versus June 30, 2020

Transportation and processing expense increased $50 million compared to the second quarter of 2020 primarily due to:

• Higher volumes in Montney ($29 million), a higher U.S./Canadian dollar

exchange rate ($26 million) and higher natural gas rates in Permian, Anadarko


     and Uinta ($10 million);


partially offset by:

• Expired contracts relating to previously divested assets and the

decommissioning of Deep Panuke ($22 million).

Six months ended June 30, 2021 versus June 30, 2020

Transportation and processing expense increased $33 million compared to the first six months of 2020 primarily due to:

• Higher volumes in Montney ($48 million), a higher U.S./Canadian dollar

exchange rate ($38 million), higher natural gas rates in Permian ($11

million) and higher costs relating to the diversification of the Company's

downstream markets ($11 million);

partially offset by:

• The expiration of certain transportation contracts in the USA Operations as

well as expired contracts relating to previously divested assets ($42

million), the decommissioning of Deep Panuke ($15 million), lower natural gas

volumes in Anadarko ($11 million) and recoveries of amounts related to

certain transportation contracts ($7 million).

Operating

Operating expense includes costs paid by the Company, net of amounts capitalized, on oil and natural gas properties in which the Company has a working interest. These costs primarily include labor, service contract fees, chemicals, fuel, water hauling, electricity and workovers.



                                         Three months ended June 30,                 Six months ended June 30,
($ millions)                                  2021                  2020                  2021                 2020

USA Operations                       $         117         $         121         $         246         $        260
Canadian Operations                             25                    25                    53                   51
Upstream Operating Expense                     142                   146                   299                  311

Market Optimization                              7                     8                    14                   10
Corporate & Other                                -                     -                     -                   (2 )
Total                                $         149         $         154         $         313         $        319

                                         Three months ended June 30,                 Six months ended June 30,
($/BOE)                                       2021                  2020                  2021                 2020

USA Operations                       $        4.16         $        4.22         $        4.51         $       4.33
Canadian Operations                  $        1.11         $        1.20         $        1.17         $       1.23
Upstream Operating Expense (1)       $        2.82         $        2.97

$ 3.02 $ 3.07

(1) Upstream Operating Expense per BOE for the second quarter and first six

months of 2021 include long-term incentive costs of $0.14/BOE and $0.15/BOE,

respectively (2020 - long-term incentive costs of $0.11/BOE and a recovery of

long-term incentive costs of $0.03/BOE, respectively).

Three months ended June 30, 2021 versus June 30, 2020

Operating expense decreased $5 million compared to the second quarter of 2020 primarily due to:

• Lower salaries and benefits due to decreased headcount resulting from

workforce reductions in the second quarter of 2020 ($16 million), and the

sales of the Eagle Ford and Duvernay assets in the second quarter of 2021 ($8


     million);


partially offset by:

• Increased activity resulting from improved commodity prices ($10 million) and


     lower capitalization of overhead costs ($10 million).




  48




--------------------------------------------------------------------------------

Six months ended June 30, 2021 versus June 30, 2020

Operating expense decreased $6 million compared to the first six months of 2020 primarily due to:

• Lower salaries and benefits due to decreased headcount resulting from

workforce reductions in the second quarter of 2020 ($41 million), cost saving

initiatives implemented at the end of the first quarter of 2020 ($13 million)

and the sales of the Eagle Ford and Duvernay assets in the second quarter of


     2021 ($8 million);


partially offset by:

• Lower capitalization of overhead costs ($31 million) and higher long-term

incentive costs resulting from an increase in the Company's share price in

the first six months of 2021 compared to a decrease in 2020 ($22 million).




Additional information on the Company's long-term incentives can be found in
Note 16 to the Consolidated Financial Statements included in Part I, Item 1 of
this Quarterly Report on Form 10-Q.

Purchased Product



Purchased product expense includes purchases of oil, NGLs and natural gas from
third parties that are used to provide operational flexibility and cost
mitigation for transportation commitments, product type, delivery points and
customer diversification. The Company also purchases and sells third-party
volumes under marketing arrangements associated with the Company's previous
divestitures.

                                        Three months ended June 30,                 Six months ended June 30,
($ millions)                                   2021                 2020                  2021                 2020

Market Optimization                    $        733         $        319       $         1,337         $        717

Three months ended June 30, 2021 versus June 30, 2020

Purchased product expense increased $414 million compared to the second quarter of 2020 primarily due to:

• Higher oil and natural gas benchmark prices ($453 million) and higher

third-party purchased liquids volumes primarily relating to price

optimization activities in the USA Operations ($53 million);

partially offset by:

• Lower third-party purchased natural gas volumes primarily relating to

marketing arrangements for assets divested in prior years ($92 million).

Six months ended June 30, 2021 versus June 30, 2020

Purchased product expense increased $620 million compared to the first six months of 2020 primarily due to:

• Higher oil and natural gas benchmark prices ($656 million) and higher

third-party purchased liquids volumes primarily relating to price

optimization activities in the USA Operations ($150 million);

partially offset by:

• Lower third-party purchased natural gas volumes primarily relating to

marketing arrangements for assets divested in prior years ($186 million).






  49




--------------------------------------------------------------------------------

Depreciation, Depletion & Amortization



Proved properties within each country cost centre are depleted using the
unit-of-production method based on proved reserves as discussed in Note 1 to the
Consolidated Financial Statements included in Item 8 of the 2020 Annual Report
on Form 10-K. Depletion rates are impacted by impairments, acquisitions,
divestitures and foreign exchange rates, as well as fluctuations in 12-month
average trailing prices which affect proved reserves volumes. Corporate assets
are carried at cost and depreciated on a straight-line basis over the estimated
service lives of the assets.

Additional information can be found under Upstream Assets and Reserve Estimates
in the Critical Accounting Estimates section of the MD&A included in Item 7 of
the 2020 Annual Report on Form 10-K.

                                          Three months ended June 30,                 Six months ended June 30,
($ millions)                                  2021                    2020                2021                2020

USA Operations                       $         220         $           375         $       428       $         793
Canadian Operations                             89                     111                 182                 220
Upstream DD&A                                  309                     486                 610               1,013

Corporate & Other                                2                       7                   9                  14
Total                                $         311         $           493         $       619       $       1,027

                                          Three months ended June 30,                 Six months ended June 30,
($/BOE)                                       2021                    2020                2021                2020

USA Operations                       $        7.79         $         13.18         $      7.84       $       13.24
Canadian Operations                  $        4.01         $          5.41         $      4.12       $        5.35
Upstream DD&A                        $        6.13         $          9.94         $      6.17       $       10.03

Three months ended June 30, 2021 versus June 30, 2020

DD&A decreased $182 million compared to the second quarter of 2020 primarily due to:

• Lower depletion rates in the USA and Canadian Operations ($152 million and

$46 million, respectively), partially offset by a higher U.S./Canadian dollar

exchange rate ($14 million) and higher production volumes in the Canadian

Operations ($11 million).




The depletion rate in the USA Operations decreased $5.39 per BOE compared to the
second quarter of 2020 primarily due to the ceiling test impairments recognized
in 2020. The depletion rate in the Canadian Operations decreased $1.40 per BOE
compared to the second quarter of 2020 primarily due to a lower depletable base.

Six months ended June 30, 2021 versus June 30, 2020

DD&A decreased $408 million compared to the first six months of 2020 primarily due to:

• Lower depletion rates and production volumes in the USA Operations ($295

million and $70 million, respectively) and lower depletion rates in the

Canadian Operations ($76 million), partially offset by a higher U.S./Canadian

dollar exchange rate ($21 million) and higher production volumes in the

Canadian Operations ($18 million).




The depletion rate in the USA Operations decreased $5.40 per BOE compared to the
first six months of 2020 primarily due to the ceiling test impairments
recognized in 2020. The depletion rate in the Canadian Operations decreased
$1.23 per BOE compared to the first six months of 2020 primarily due to a lower
depletable base.



  50




--------------------------------------------------------------------------------

Impairments



Under full cost accounting, the carrying amount of Ovintiv's oil and natural gas
properties within each country cost centre is subject to a ceiling test
performed quarterly. Ceiling test impairments are recognized when the
capitalized costs, net of accumulated depletion and the related deferred income
taxes, exceed the sum of the estimated after-tax future net cash flows from
proved reserves as calculated under SEC requirements using the 12­month average
trailing prices and discounted at 10 percent. The 12-month average trailing
price is calculated as the average of the price on the first day of each month
within the trailing 12-month period.

In the second quarter and first six months of 2021, the Company did not
recognize ceiling test impairments (2020 - $3,250 million before tax, and $3,527
million before tax, respectively, in the USA Operations). The non-cash ceiling
test impairments in 2020 primarily resulted from the decline in the 12-month
average trailing prices, which reduced proved reserves.

The 12-month average trailing prices used in the ceiling test calculations were
based on the benchmark prices below. The benchmark prices were adjusted for
basis differentials to determine local reference prices, transportation costs
and tariffs, heat content and quality.

                                              Oil & NGLs                      Natural Gas
                                                         Edmonton
                                             WTI       Condensate       Henry Hub            AECO
                                         ($/bbl)         (C$/bbl)       ($/MMBtu)      (C$/MMBtu)

12-Month Average Trailing Reserves
Pricing (1)
June 30, 2021                              49.78            62.73            2.43            2.60
December 31, 2020                          39.62            49.77            1.98            2.13
June 30, 2020                              47.47            58.46            2.07            1.70

(1) All prices were held constant in all future years when estimating net

revenues and reserves.




The Company believes that the discounted after-tax future net cash flows from
proved reserves required to be used in the ceiling test calculation are not
indicative of the fair market value of Ovintiv's oil and natural gas properties
or the future net cash flows expected to be generated from such properties. The
discounted after-tax future net cash flows do not consider the fair market value
of unamortized unproved properties, or probable or possible liquids and natural
gas reserves. In addition, there is no consideration given to the effect of
future changes in commodity prices. Ovintiv manages its business using estimates
of reserves and resources based on forecast prices and costs. Additional
information on the ceiling test calculation can be found in Note 8 to the
Consolidated Financial Statements included in Part I, Item 1 of this Quarterly
Report on Form 10-Q.



  51




--------------------------------------------------------------------------------

Administrative

Administrative expense represents costs associated with corporate functions provided by Ovintiv staff. Costs primarily include salaries and benefits, operating lease, office, information technology, restructuring and long-term incentive costs.



                                        Three months ended June 30,               Six months ended June 30,
($ millions)                                  2021                2020                 2021               2020

Administrative, excluding
Long-Term Incentive,
Restructuring and Legal Costs, and
Current
Expected Credit Losses (1)           $          68       $          68         $        149       $        142
Long-term incentive costs                       31                  19                   66                 (7 )
Restructuring and legal costs                   25                  81                   31                 81
Current expected credit losses                  (1 )                (3 )                 (1 )                2
Total Administrative (2)             $         123       $         165         $        245       $        218

                                        Three months ended June 30,               Six months ended June 30,
($/BOE)                                       2021                2020                 2021               2020

Administrative, excluding
Long-Term Incentive,
Restructuring and Legal Costs, and
Current
Expected Credit Losses (1)           $        1.36       $        1.38         $       1.51       $       1.41
Long-term incentive costs                     0.61                0.40                 0.67              (0.07 )
Restructuring and legal costs                 0.48                1.66                 0.31               0.80
Current expected credit losses               (0.01 )             (0.06 )              (0.01 )             0.02
Total Administrative                 $        2.44       $        3.38         $       2.48       $       2.16

(1) The second quarter and first six months of 2021 include costs related to The

Bow office lease of $29 million and $58 million, respectively, (2020 - $26

million and $54 million, respectively), half of which is recovered from

sublease revenues.

(2) The second quarter and first six months of 2021 reflect a higher

U.S./Canadian dollar exchange rate of $8 million and $10 million,

respectively.

Three months ended June 30, 2021 versus June 30, 2020

Administrative expense in the second quarter of 2021 decreased $42 million compared to the second quarter of 2020 primarily due to a decrease in restructuring costs related to workforce reductions in 2020 ($76 million), partially offset by higher legal costs ($20 million) and higher long-term incentive costs resulting from an increase in the Company's share price in the second quarter of 2021 compared to 2020 ($12 million).

Six months ended June 30, 2021 versus June 30, 2020



Administrative expense in the first six months of 2021 increased $27 million
compared to the first six months of 2020 primarily due to higher long-term
incentive costs resulting from an increase in the Company's share price in the
first six months of 2021 compared to a decrease in 2020 ($73 million), higher
legal and consulting costs ($31 million), partially offset by a decrease in
restructuring costs and lower salaries and benefits related to workforce
reductions in 2020 ($70 million and $5 million, respectively).

During 2020, the Company completed workforce reductions as part of a
company-wide reorganization in response to the low commodity price environment
resulting from the global pandemic and the Company's planned reductions in
capital spending. Additional information on restructuring charges can be found
in Note 15 to the Consolidated Financial Statements included in Part I, Item 1
of this Quarterly Report on Form 10-Q.

Other (Income) Expenses



                                       Three months ended June 30,                 Six months ended June 30,
($ millions)                               2021                  2020                  2021                  2020

Interest                            $        99         $          86         $         186         $         182
Foreign exchange (gain) loss, net            (8 )                 (40 )                 (15 )                  76
Other (gains) losses, net                    (7 )                 (16 )                 (25 )                 (30 )

Total Other (Income) Expenses $ 84 $ 30


  $         146         $         228




  52




--------------------------------------------------------------------------------





Interest

Interest expense primarily includes interest on Ovintiv's long-term debt. Additional information on changes in interest can be found in Note 4 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Three months ended June 30, 2021 versus June 30, 2020



Interest expense increased $13 million compared to the second quarter of 2020
primarily due to a one-time make-whole interest payment of $19 million resulting
from the June 2021 early redemption of the Company's $600 million, 5.75 percent
senior notes due January 30, 2022, partially offset by open market repurchases
of long-term debt completed in 2020 and decreased amounts drawn from the
Company's credit facilities ($8 million).

Six months ended June 30, 2021 versus June 30, 2020



Interest expense increased $4 million compared to the first six months of 2020
primarily due to a one-time make-whole interest payment of $19 million resulting
from the June 2021 early redemption of the Company's $600 million, 5.75 percent
senior notes due January 30, 2022, partially offset by open market repurchases
of long-term debt completed in 2020 and decreased amounts drawn from the
Company's credit facilities ($13 million).

Foreign Exchange (Gain) Loss, Net



Foreign exchange gains and losses primarily result from the impact of
fluctuations in the Canadian to U.S. dollar exchange rate. Additional
information on changes in foreign exchange gains or losses can be found in Note
5 to the Consolidated Financial Statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q.

Following the completion of the corporate reorganization and U.S. domestication
in the first quarter of 2020, the U.S. dollar denominated unsecured notes issued
by Encana Corporation from Canada were assumed by Ovintiv Inc., a company
incorporated in Delaware with a U.S. dollar functional currency. Accordingly,
these U.S. dollar denominated unsecured notes, along with certain intercompany
notes, no longer attract foreign exchange translation gains or losses.

Three months ended June 30, 2021 versus June 30, 2020

Net foreign exchange gain decreased $32 million compared to the second quarter of 2020 primarily due to:

• Unrealized foreign exchange losses on the translation of U.S. dollar risk

management contracts and financing debt issued from Canada compared to gains

in 2020 ($40 million and $14 million, respectively);

partially offset by:

• Realized foreign exchange gains on the settlement of U.S. dollar risk

management contracts issued from Canada compared to losses in 2020 ($17

million).

Six months ended June 30, 2021 versus June 30, 2020

Net foreign exchange gain of $15 million compared to a loss of $76 million in the first six months of 2020 primarily due to:

• Lower unrealized foreign exchange losses on the translation of U.S. dollar

financing debt and risk management contracts issued from Canada compared to

2020 ($61 million and $11 million, respectively) and realized foreign

exchange gains on the settlement of U.S. dollar risk management contracts and

financing debt issued from Canada compared to losses in 2020 ($27 million and

$26 million, respectively);

partially offset by:

• Lower unrealized foreign exchange gains on the translation of intercompany


     notes ($27 million).




  53




--------------------------------------------------------------------------------





Other (Gains) Losses, Net

Other (gains) losses, net, primarily includes other non-recurring revenues or
expenses and may also include items such as interest income, interest received
from tax authorities, transaction costs relating to acquisitions, reclamation
charges relating to decommissioned assets, gains on debt repurchases, government
stimulus programs and adjustments related to other assets.

Other gains in the first six months of 2021 includes interest income of $13 million primarily associated with the resolution of prior year tax items.

Other gains in the second quarter and first six months of 2020 primarily included a gain of $11 million and $22 million, respectively, relating to the repurchase of the Company's fixed long-term debt on the open market.



Income Tax

                                               Three months ended June 30,                     Six months ended June 30,
($ millions)                                      2021                       2020                   2021                  2020

Current Income Tax Expense (Recovery)    $           -           $          

(1 ) $ (156 ) $ (1 ) Deferred Income Tax Expense (Recovery)

               -                        295                    (20 )                 435
Income Tax Expense (Recovery)            $           -           $            294         $         (176 )       $         434

Effective Tax Rate                                0.0%                     (7.2%)                 244.4%               (12.3%)

Income Tax Expense (Recovery)

Three months ended June 30, 2021 versus June 30, 2020



In the second quarter of 2021, Ovintiv recorded an income tax expense of nil
compared to an income tax expense of $294 million in 2020, primarily due to the
change in valuation allowances.

Six months ended June 30, 2021 versus June 30, 2020



In the first six months of 2021, Ovintiv recorded an income tax recovery of $176
million compared to an income tax expense of $434 million in 2020, primarily due
to the resolution of certain tax items relating to prior taxation years and the
change in valuation allowances.

Effective Tax Rate

Ovintiv's interim income tax expense is determined using the estimated annual
effective income tax rate applied to year­to­date net earnings before income tax
plus the effect of legislative changes and amounts in respect of prior periods.
The estimated annual effective income tax rate is impacted by expected annual
earnings, changes in valuation allowances, state taxes, income tax related to
foreign operations, the effect of legislative changes, non-taxable capital gains
and losses, and tax differences on divestitures and transactions, which can
produce interim effective tax rate fluctuations.

The Company's effective tax rate was zero percent for the second quarter of 2021, which is lower than the U.S. federal statutory tax rate of 21 percent primarily due to the change in valuation allowances recorded relating to the current year net loss before tax.



The Company's effective tax rate was 244.4 percent for the first six months of
2021, which is higher than the U.S. federal statutory tax rate of 21 percent
primarily due to the resolution of certain tax items relating to prior taxation
years and the change in valuation allowances recorded relating to the current
year net loss before tax.

The Company's effective tax rate was (7.2) percent for the second quarter and
(12.3) percent for the first six months of 2020, which were lower than the U.S.
statutory tax rate of 21 percent primarily due to valuation allowances recorded
due to net losses arising from ceiling test impairments and an increase in the
valuation allowance of $568 million in Canada related to prior year's deferred
tax assets, which was recorded as a discrete item.



  54




--------------------------------------------------------------------------------


The determination of income and other tax liabilities of the Company and its
subsidiaries requires interpretation of complex domestic and foreign tax laws
and regulations, that are subject to change. The Company's interpretation of
taxation laws may differ from the interpretation of the tax authorities. As a
result, there are tax matters under review for which the timing of resolution is
uncertain. The Company believes that the provision for income taxes is adequate.

Liquidity and Capital Resources

Sources of Liquidity



The Company has the flexibility to access cash equivalents and a range of
funding alternatives at competitive rates through committed revolving credit
facilities as well as debt and equity capital markets. Ovintiv closely monitors
the accessibility of cost-effective credit and ensures that sufficient liquidity
is in place to fund capital expenditures and dividend payments. In addition, the
Company may use cash and cash equivalents, cash from operating activities, or
proceeds from asset divestitures to fund its operations or to manage its capital
structure as discussed below. At June 30, 2021, $117 million in cash and cash
equivalents was held by Canadian subsidiaries. The cash held by Canadian
subsidiaries is accessible and may be subject to additional U.S. income taxes
and Canadian withholding taxes if repatriated.

The Company's capital structure consists of total shareholders' equity plus
long-term debt, including any current portion. The Company's objectives when
managing its capital structure are to maintain financial flexibility to preserve
Ovintiv's access to capital markets and its ability to meet financial
obligations and execute its strategy. Ovintiv has a practice of maintaining
capital discipline and strategically managing its capital structure by adjusting
capital spending, adjusting dividends paid to stockholders, issuing new shares
of common stock, purchasing shares of common stock for cancellation, issuing new
debt and repaying or repurchasing existing debt.

                                              As at June 30,
($ millions, except as indicated)              2021        2020

Cash and Cash Equivalents                   $   122     $    39
Available Credit Facilities (1)               4,000       2,750

Available Uncommitted Demand Lines (2) 281 183 Total Liquidity

$ 4,403     $ 2,972

Long-Term Debt, including current portion $ 5,314 $ 7,366 Total Shareholders' Equity

$ 3,934     $ 5,873

Debt to Capitalization (%) (3)                   57          56

Debt to Adjusted Capitalization (%) (4) 31 35

(1) Includes available credit facilities of $2.5 billion (2020 - $1.505 billion)

in the U.S. and $1.5 billion (2020 - $1.245 billion) in Canada as at June 30,

2021 (collectively, the "Credit Facilities").

(2) Includes three uncommitted demand lines totaling $342 million, net of $61

million in related undrawn letters of credit (2020 - $320 million and $137

million, respectively).

(3) Calculated as long-term debt, including the current portion, divided by

shareholders' equity plus long-term debt, including the current portion.

(4) A non-GAAP measure which is defined in the Non-GAAP Measures section of this

MD&A.




The Company has access to two committed revolving U.S. dollar denominated credit
facilities totaling $4.0 billion, which include a $2.5 billion revolving credit
facility for Ovintiv Inc. and a $1.5 billion revolving credit facility for a
Canadian subsidiary, both maturing in July 2024. The Credit Facilities provide
financial flexibility and allow the Company to fund its operations or capital
program. At June 30, 2021, there were no outstanding amounts under the revolving
credit facility for Ovintiv Inc. and for the Canadian subsidiary.

Ovintiv currently has both investment and non-investment grade credit ratings
and has full access to its Credit Facilities and U.S. commercial paper ("U.S.
CP") programs. Reductions in the Company's credit ratings could increase the
cost of short-term borrowings on the existing Credit Facilities or other sources
of liquidity and limit access to the Company's commercial paper program.

Depending on the Company's credit rating and market demand, the Company may
issue from its two U.S. CP programs, which include a $1.5 billion program for
Ovintiv Inc. and a $1.0 billion program for a Canadian subsidiary. As at June
30, 2021, the Company had no commercial paper outstanding under its U.S. CP
programs.



  55




--------------------------------------------------------------------------------


The Credit Facilities, uncommitted demand lines, and cash and cash equivalents
provide Ovintiv with total liquidity of approximately $4.4 billion. At June 30,
2021, Ovintiv also had approximately $62 million in undrawn letters of credit
issued in the normal course of business primarily as collateral security,
related to transportation arrangements and to support future abandonment
liabilities. Reductions in the Company's credit ratings could trigger additional
collateral requirements to support existing agreements and such amounts could be
material.

Ovintiv has a U.S. shelf registration statement and a Canadian shelf prospectus,
under which the Company may issue from time to time, debt securities, common
stock, preferred stock, warrants, units, share purchase contracts and share
purchase units in the U.S. and/or Canada. At June 30, 2021, $6.0 billion
remained accessible under the Canadian shelf prospectus. The ability to issue
securities under the U.S. shelf registration statement or Canadian shelf
prospectus is dependent upon market conditions and securities law requirements.

Ovintiv is currently in compliance with, and expects that it will continue to be
in compliance with, all financial covenants under the Credit Facilities.
Management monitors Debt to Adjusted Capitalization, which is a non-GAAP measure
defined in the Non-GAAP Measures section of this MD&A, as a proxy for Ovintiv's
financial covenant under the Credit Facilities, which requires Debt to Adjusted
Capitalization to be less than 60 percent. As at June 30, 2021, the Company's
Debt to Adjusted Capitalization was 31 percent. The definitions used in
the covenant under the Credit Facilities adjust capitalization for cumulative
historical ceiling test impairments recorded in conjunction with the Company's
January 1, 2012 adoption of U.S. GAAP. Ovintiv does not expect the current
COVID-19 pandemic to impact the Company's ability to remain in compliance with
its financial covenants under the Credit Facilities. Additional information on
financial covenants can be found in Note 15 to the Consolidated Financial
Statements included in Item 8 of the 2020 Annual Report on Form 10­K.



Sources and Uses of Cash

In the second quarter and first six months of 2021, Ovintiv primarily generated cash through operating activities and divestitures. The following table summarizes the sources and uses of the Company's cash and cash equivalents.



                                                        Three months ended June 30,                 Six months ended June 30,
($ millions)                      Activity Type                 2021                2020                 2021               2020

Sources of Cash, Cash
Equivalents and Restricted
Cash
Cash from operating
activities                            Operating     $            750        

$ 117 $ 1,577 $ 683 Proceeds from divestitures

            Investing                1,023                   8                1,025                 30
Net issuance of revolving
long-term debt                        Financing                    -                 408                    -                552
                                                               1,773                 533                2,602              1,265

Uses of Cash and Cash
Equivalents
Capital expenditures                  Investing                  383                 252                  733              1,042
Acquisitions                          Investing                    2                   1                    3                 18
Net repayment of revolving
long-term debt                        Financing                  490                   -                  950                  -
Repayment of long-term debt
(1)                                   Financing                  619                  26                  619                115
Dividends on shares of
common stock                          Financing                   25                  25                   49                 49
Other                       Financing/Investing                  143                 294                  138                186
                                                               1,662                 598                2,492              1,410
Foreign Exchange Gain (Loss) on Cash, Cash
Equivalents
  and Restricted Cash Held in Foreign Currency                     2                   1                    2                 (6 )
Increase (Decrease) in Cash, Cash Equivalents
and Restricted Cash                                 $            113        

$ (64 ) $ 112 $ (151 )

(1) Includes open market repurchases in 2020.

Operating Activities



Net cash from operating activities in the second quarter and first six months of
2021 was $750 million and $1,577 million, respectively, and was primarily a
reflection of the impacts from higher average realized commodity prices,
partially offset by the effects of the commodity price mitigation program and
changes in non­cash working capital.



  56




--------------------------------------------------------------------------------

Additional detail on changes in non-cash working capital can be found in Note 20 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Ovintiv expects it will continue to meet the payment terms of its suppliers.



Non-GAAP Cash Flow in the second quarter and first six months of 2021 was $733
million and $1,623 million, respectively, and was primarily impacted by the
items affecting cash from operating activities which are discussed below and in
the Results of Operations section of this MD&A.

Three months ended June 30, 2021 versus June 30, 2020

Net cash from operating activities increased $633 million compared to the second quarter of 2020 primarily due to:

• Higher realized commodity prices ($1,030 million), changes in non-cash

working capital ($141 million), lower decommissioning payments primarily

related to Deep Panuke ($59 million), lower administrative expenses,

excluding non-cash long-term incentive costs and current expected credit

losses ($55 million), higher production volumes ($19 million), and lower

operating expense, excluding non-cash long-term incentive costs ($7 million);




partially offset by:

• Realized losses on risk management in revenues compared to gains in 2020

($588 million), higher transportation and processing expense ($50 million)

and higher production, mineral and other taxes ($46 million).

Six months ended June 30, 2021 versus June 30, 2020

Net cash from operating activities increased $894 million compared to the first six months of 2020 primarily due to:

• Higher realized commodity prices ($1,537 million), a current income tax

recovery mainly due to the resolution of certain tax items relating to prior

taxation years ($156 million), lower decommissioning payments primarily

related to Deep Panuke ($97 million), lower administrative expenses,

excluding non-cash long-term incentive costs and current expected credit

losses ($35 million), lower operating expense, excluding non-cash long-term

incentive costs ($28 million) and higher interest income ($9 million);

partially offset by:

• Realized losses on risk management in revenues compared to gains in 2020

($895 million), higher production, mineral and other taxes ($54 million),

lower production volumes ($47 million) and higher transportation and

processing expense ($33 million).

Investing Activities



Cash from investing activities in the first six months of 2021 was $247 million
primarily due to proceeds from divestitures, partially offset by capital
expenditures. Capital expenditures decreased $309 million compared to the first
six months of 2020 due to the Company's reduced capital program in response to
the volatile market conditions in 2020.

Acquisitions in the first six months of 2021 were $3 million (2020 - $18 million), which primarily included property purchases with oil and liquids rich potential.



Divestitures in the first six months of 2021 were $1,025 million (2020 - $30
million), which primarily included the sale of the Eagle Ford assets in south
Texas and Duvernay assets in west central Alberta, as well as certain properties
that did not complement Ovintiv's existing portfolio of assets.

Capital expenditures and acquisition and divestiture activity are summarized in
Notes 2 and 7 to the Consolidated Financial Statements included in Part I, Item
1 of this Quarterly Report on Form 10-Q.



  57




--------------------------------------------------------------------------------

Financing Activities

Net cash used in financing activities has been impacted by the Company's strategy to enhance liquidity, strengthen its balance sheet by repaying or repurchasing existing debt, and returning value to stockholders by paying dividends.



Net cash used in financing activities in the first six months of 2021 was $1,714
million compared to net cash from financing activities of $344 million in 2020.
The change was primarily due to a net repayment of revolving long-term debt in
2021 of $950 million compared to a net issuance in 2020 of $552 million and
higher repayment of long-term debt ($504 million) associated with the early
redemption of the Company's 2022 senior notes as discussed below.

From time to time, Ovintiv may seek to retire or purchase the Company's
outstanding debt through cash purchases and/or exchanges for other debt or
equity securities, in open market purchases, privately negotiated transactions
or otherwise. Such repurchases or exchanges, if any, will depend on prevailing
market conditions, the Company's liquidity requirements, contractual
restrictions and other factors.

The Company's long-term debt, including the current portion of $518 million,
totaled $5,314 million at June 30, 2021. The Company's long-term debt at
December 31, 2020 totaled $6,885 million, which included the current portion of
$518 million. As at June 30, 2021, over 90 percent of the Company's fixed rate
long-term debt is not due until 2024 and beyond. Since the second quarter of
2020, the Company has allocated $2,052 million in excess cash flows to reduce
its total long-term debt balances, which included proceeds from the Duvernay and
Eagle Ford asset divestitures. The Company is targeting a long-term debt
balance, less cash and cash equivalents held, of approximately $3.0 billion by
the end of 2023.

In June 2021, the Company redeemed its $600 million, 5.75 percent senior notes
due January 30, 2022. The Company also expects to redeem its $518 million, 3.90
percent senior notes due November 15, 2021 in mid-August. The combined
redemptions represent approximately $1.1 billion of debt repayments, resulting
in expected annualized interest savings of over $50 million.

For additional information on long-term debt, refer to Note 10 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.



Dividends

Ovintiv pays quarterly dividends to common stockholders at the discretion of the Board of Directors.



                                      Three months ended June 30,                 Six months ended June 30,
($ millions, except as indicated)              2021              2020                  2021                2020

Dividend Payments                     $          25       $        25         $          49       $          49
Dividend Payments ($/share)           $     0.09375       $   0.09375

$ 0.1875 $ 0.1875




On July 27, 2021, the Board of Directors declared a dividend of $0.14 per share
of common stock payable on September 30, 2021 to common stockholders of record
as of September 15, 2021. This represents an increase of about 50 percent to the
annualized dividend payment.

Off-Balance Sheet Arrangements



For information on off-balance sheet arrangements and transactions, refer to the
Off-Balance Sheet Arrangements section of the MD&A included in Item 7 of the
2020 Annual Report on Form 10-K.

Commitments and Contingencies

For information on commitments and contingencies, refer to Note 21 to the Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.





  58




--------------------------------------------------------------------------------

Non-GAAP Measures



Certain measures in this document do not have any standardized meaning as
prescribed by U.S. GAAP and, therefore, are considered non-GAAP measures. These
measures may not be comparable to similar measures presented by other issuers
and should not be viewed as a substitute for measures reported under U.S. GAAP.
These measures are commonly used in the oil and gas industry and by Ovintiv to
provide shareholders and potential investors with additional information
regarding the Company's liquidity and its ability to generate funds to finance
its operations. Non-GAAP measures include: Non-GAAP Cash Flow, Non-GAAP Cash
Flow Margin, Total Costs, Debt to Adjusted Capitalization and Net Debt to
Adjusted EBITDA. Management's use of these measures is discussed further below.

Non-GAAP Cash Flow and Non-GAAP Cash Flow Margin

Non-GAAP Cash Flow is a non-GAAP measure defined as cash from (used in) operating activities excluding net change in other assets and liabilities, net change in non-cash working capital and current tax on sale of assets.

Non-GAAP Cash Flow Margin is a non-GAAP measure defined as Non-GAAP Cash Flow per BOE of production.



Management believes these measures are useful to the Company and its investors
as a measure of operating and financial performance across periods and against
other companies in the industry, and are an indication of the Company's ability
to generate cash to finance capital programs, to service debt and to meet other
financial obligations. These measures are used, along with other measures, in
the calculation of certain performance targets for the Company's management and
employees.

                                         Three months ended June 30,                 Six months ended June 30,
($ millions, except as indicated)               2021                 2020                 2021               2020

Cash From (Used in) Operating
Activities                           $           750         $        117         $      1,577       $        683
(Add back) deduct:
Net change in other assets and
liabilities                                       (5 )                (68 )                (11 )             (120 )
Net change in non-cash working
capital                                           22                 (119 )                (35 )              (36 )
Current tax on sale of assets                      -                    -                    -                  -
Non-GAAP Cash Flow (1)               $           733         $        304         $      1,623       $        839
Divided by:
Production Volumes (MMBOE)                      50.5                 48.8                 98.9              100.8

Non-GAAP Cash Flow Margin ($/BOE) $ 14.51 $ 6.23

$ 16.41 $ 8.32

(1) The second quarter and first six months of 2021 include restructuring costs


    of $5 million and $11 million, respectively (2020 - $81 million and $81
    million, respectively).




  59




--------------------------------------------------------------------------------

Total Costs



Total Costs is a non-GAAP measure which includes the summation of production,
mineral and other taxes, upstream transportation and processing expense,
upstream operating expense and administrative expense, excluding the impact of
long-term incentive, restructuring and legal costs, and current expected credit
losses. It is calculated as total operating expenses excluding non-upstream
operating costs and non-cash items which include operating expenses from the
Market Optimization and Corporate and Other segments, depreciation, depletion
and amortization, impairments, accretion of asset retirement obligation,
long-term incentive, restructuring and legal costs, and current expected credit
losses. When presented on a per BOE basis, Total Costs is divided by production
volumes. Management believes this measure is useful to the Company and its
investors as a measure of operational efficiency across periods.

                                        Three months ended June 30,               Six months ended June 30,
($ millions, except as indicated)             2021                2020                 2021               2020

Total Operating Expenses             $       1,813       $       4,785         $      3,456       $      6,669
Deduct (add back):
Market optimization operating
expenses                                       784                 382                1,437                844
Corporate & other operating
expenses                                         -                   -                    -                 (2 )
Depreciation, depletion and
amortization                                   311                 493                  619              1,027
Impairments                                      -               3,250                    -              3,527
Accretion of asset retirement
obligation                                       6                   9                   12                 18
Long-term incentive costs                       39                  25                   81                (10 )
Restructuring and legal costs                   25                  81                   31                 81
Current expected credit losses                  (1 )                (3 )                 (1 )                2
Total Costs                          $         649       $         548         $      1,277       $      1,182
Divided by:
Production Volumes (MMBOE)                    50.5                48.8                 98.9              100.8
Total Costs ($/BOE) (1)              $       12.90       $       11.23         $      12.92       $      11.72

(1) Calculated using whole dollars and volumes.

Debt to Adjusted Capitalization



Debt to Adjusted Capitalization is a non-GAAP measure which adjusts
capitalization for historical ceiling test impairments that were recorded as at
December 31, 2011. Management monitors Debt to Adjusted Capitalization as a
proxy for the Company's financial covenant under the Credit Facilities which
require debt to adjusted capitalization to be less than 60 percent. Adjusted
Capitalization includes debt, total shareholders' equity and an equity
adjustment for cumulative historical ceiling test impairments recorded as at
December 31, 2011 in conjunction with the Company's January 1, 2012 adoption of
U.S. GAAP.

($ millions, except as indicated)                          June 30, 2021

December 31, 2020



Long-Term Debt, including current portion                $         5,314     $             6,885
Total Shareholders' Equity                                         3,934                   3,837
Equity Adjustment for Impairments at December 31, 2011             7,746                   7,746
Adjusted Capitalization                                  $        16,994     $            18,468
Debt to Adjusted Capitalization                                      31%                     37%




  60




--------------------------------------------------------------------------------





Net Debt to Adjusted EBITDA

Net Debt to Adjusted EBITDA is a non-GAAP measure whereby Net Debt is defined as
long-term debt, including the current portion, less cash and cash equivalents
and Adjusted EBITDA is defined as trailing 12-month net earnings (loss) before
income taxes, depreciation, depletion and amortization, impairments, accretion
of asset retirement obligation, interest, unrealized gains/losses on risk
management, foreign exchange gains/losses, gains/losses on divestitures and
other gains/losses.

Management believes this measure is useful to the Company and its investors as a
measure of financial leverage and the Company's ability to service its debt and
other financial obligations. This measure is used, along with other measures, in
the calculation of certain financial performance targets for the Company's
management and employees.

($ millions, except as indicated)                      June 30, 2021

December 31, 2020



Long-Term Debt, including current portion            $         5,314     $             6,885
Less:
Cash and cash equivalents                                        122                      10
Net Debt                                                       5,192                   6,875

Net Earnings (Loss)                                           (2,031 )                (6,097 )
Add back (deduct):
Depreciation, depletion and amortization                       1,426                   1,834
Impairments                                                    2,053                   5,580
Accretion of asset retirement obligation                          23                      29
Interest                                                         375                     371
Unrealized (gains) losses on risk management                   1,276                     204
Foreign exchange (gain) loss, net                                (74 )                    17
(Gain) loss on divestitures, net                                   -                       -
Other (gains) losses, net                                        (50 )                   (55 )
Income tax expense (recovery)                                   (243 )                   367
Adjusted EBITDA (trailing 12-month)                  $         2,755     $             2,250
Net Debt to Adjusted EBITDA (times)                              1.9                     3.1






  61



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses