Exhibit 99.1
Cenovus Energy Inc.
Annual Information Form
For the Year Ended December 31, 2025
February 18, 2026
(Canadian Dollars)
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Annual Information Form | |
For the year ended December 31, 2025 |
In this Annual Information Form (“AIF”), dated February 18, 2026, unless otherwise specified or the context otherwise requires, references to “the Company”, “the Corporation”, “Cenovus”, “we”, “us”, or “our”, means Cenovus Energy Inc., and the subsidiaries of, joint arrangements, and partnership interests held directly or indirectly by, Cenovus Energy Inc. All of the information and statements contained in this AIF are made as at February 18, 2026. This AIF contains forward-looking information about our current expectations, estimates, projections and assumptions. See the Forward-looking Information section of this document for further information on the risk factors that could cause actual results to differ materially and the assumptions underlying our forward-looking information.
For a full discussion of the Company’s material risk factors, see the Risk Management and Risk Factors section in the Company’s 2025 Management’s Discussion and Analysis (“annual 2025 MD&A”). This section of the annual 2025 MD&A is incorporated by reference in this AIF, as well as the risk factors as described in other documents the Company files with securities regulatory authorities in Canada and the United States (“U.S.”) from time to time. Additional information about Cenovus, including our December 31, 2025 audited Consolidated Financial Statements (“Consolidated Financial Statements”), annual 2025 MD&A, annual report and Form 40-F, are available on SEDAR+ at sedarplus.ca, with the U.S. Securities and Exchange Commission on EDGAR at sec.gov, and on the Company’s website at cenovus.com. Information on or connected to the Company’s website at cenovus.com, or otherwise referred to in this AIF, does not form part of this AIF unless expressly incorporated by reference herein.
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Cenovus Energy Inc. – 2025 Annual Information Form | 2 |
Cenovus was formed under the Canada Business Corporations Act (“CBCA”) on November 30, 2009, pursuant to a plan of arrangement under the CBCA. On January 1, 2021, Cenovus and Husky Energy Inc. (“Husky”) closed a transaction to combine the two companies through a plan of arrangement (the “Husky Arrangement”) under the Business Corporations Act (Alberta). In connection with the Husky Arrangement, Cenovus amended its articles on December 30, 2020, to create eight series of cumulative redeemable preferred shares. On March 31, 2021, and December 30, 2021, Cenovus amalgamated with its wholly-owned subsidiaries, Husky and Husky Oil Operations Limited, respectively, by way of vertical short-form amalgamation. On November 13, 2025, Cenovus closed the acquisition of MEG Energy Corp. (“MEG”) through a plan of arrangement (the “MEG Acquisition”) under the Business Corporations Act (Alberta), pursuant to which MEG became a wholly-owned subsidiary of Cenovus.
The Company’s head and registered office is located at 4100, 225 – 6 Avenue S.W., Calgary, Alberta, Canada T2P 1N2.
Intercorporate Relationships
Cenovus’s material subsidiaries and partnerships as at December 31, 2025, are as follows:
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| Percentage Owned (1) | Jurisdiction of Incorporation, Continuance, Formation or Organization |
FCCL Partnership (“FCCL”) | 100 | Alberta |
Sunrise Oil Sands Partnership | 100 | Alberta |
Husky Oil Limited Partnership | 100 | Alberta |
MEG Energy Corp. (2) | 100 | Alberta |
Husky Marketing and Supply Company | 100 | Delaware |
Husky Energy Marketing Partnership | 100 | Alberta |
Cenovus Energy Marketing Services Ltd. | 100 | Alberta |
Lima Refining Company | 100 | Delaware |
Ohio Refining Company LLC | 100 | Delaware |
(1)Reflects all voting securities of all subsidiaries and partnerships beneficially owned or controlled or directed, directly or indirectly, by Cenovus.
(2)On January 1, 2026, Cenovus amalgamated with its wholly-owned subsidiary MEG by way of vertical short-form amalgamation.
WRB Refining LP (“WRB”) was considered a material subsidiary prior to its divestiture on September 30, 2025.
The Company’s remaining subsidiaries and partnerships each account for (i) less than 10 percent of the Company’s consolidated assets as at December 31, 2025, and (ii) less than 10 percent of the Company’s consolidated revenues for the year ended December 31, 2025. In aggregate, Cenovus’s subsidiaries and partnerships not listed above did not exceed 20 percent of the Company’s total consolidated assets as at December 31, 2025, or total consolidated revenues for the year ended December 31, 2025.
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GENERAL DEVELOPMENT OF THE BUSINESS |
Overview
We are a Canadian-based integrated energy company headquartered in Calgary, Alberta. Our common shares are listed on the Toronto Stock Exchange (“TSX”) and New York Stock Exchange (“NYSE”). Our cumulative redeemable preferred shares series 1 and 2 are listed on the TSX. We are one of the largest Canadian-based crude oil and natural gas producers, with upstream operations in Canada and the Asia Pacific region, and one of the largest Canadian-based refiners and upgraders, with downstream operations in Canada and the U.S.
Our upstream operations include oil sands projects in northern Alberta; thermal and conventional crude oil, natural gas and natural gas liquids (“NGLs”) projects across Western Canada; crude oil production offshore Newfoundland and Labrador; and natural gas and NGLs production offshore China and Indonesia. Our downstream operations include upgrading and refining operations in Canada and the U.S., and commercial fuel operations across Canada.
Our operations involve activities across the full value chain to develop, produce, refine, transport and market crude oil, natural gas and refined petroleum products in North America and internationally. Our physically and economically integrated upstream and downstream operations help us mitigate the impact of volatility in light-heavy crude oil price differentials and contribute to our net earnings by capturing value from crude oil, natural gas and NGLs production through to the sale of finished products such as transportation fuels. See the Business Segments section of this AIF for a description of our operations.
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Cenovus Energy Inc. – 2025 Annual Information Form | 3 |
Three Year History
The following describes significant events and conditions that have influenced the development of Cenovus’s business during the last three financial years:
2023
•Jonathan M. McKenzie appointed President & Chief Executive Officer and elected as Director. Effective April 26, 2023, Jonathan M. McKenzie became Cenovus’s President & Chief Executive Officer and was elected as a director. On the same date, Alexander J. Pourbaix was appointed as Executive Chair of the Board of Directors (the “Board”) and Claude Mongeau was appointed Lead Independent Director.
•Toledo Refinery acquisition. On February 28, 2023, Cenovus closed the acquisition of the remaining 50 percent interest in the Toledo Refinery for net proceeds of US$378 million (C$514 million), providing Cenovus with full ownership and operatorship of the refinery and further integrating Cenovus’s heavy oil production and refining capabilities.
•Safe restart of the Toledo and Superior refineries. Following an incident in September 2022 at the Toledo Refinery which resulted in a temporary shut down, it was safely returned to full operations in June 2023. At the Superior Refinery, the Company safely made significant progress towards a return to full operations. The Company introduced crude oil in the first quarter of 2023 and safely restarted the fluid catalytic cracking unit in early October.
•Increased base dividend. On April 26, 2023, Cenovus increased the Company’s base dividend per common share from $0.105 to $0.140, or $0.560 annually, starting in the second quarter of 2023.
•Warrant purchase. On June 14, 2023, Cenovus purchased and cancelled 45.5 million of the common share purchase warrants (“Cenovus Warrants”), for a total of $711 million.
•Debt reduction. Cenovus purchased US$1.0 billion in principal of certain unsecured notes due between 2029 and 2047.
•Renewal of NCIB. On November 7, 2023, the Company received approval from the TSX to renew the Company’s normal course issuer bid (“NCIB”) program to purchase up to 133.2 million common shares from November 9, 2023, to November 8, 2024. For the year ended December 31, 2023, the Company purchased and cancelled 43.6 million common shares.
2024
•Growth projects.
◦SeaRose floating production, storage and offloading unit (“FPSO”). Retrofit work on the SeaRose FPSO, which commenced early in 2024, was completed. The vessel returned to the field and was reconnected in the fourth quarter of 2024.
◦West White Rose. Cenovus achieved mechanical completion of the topsides and the concrete gravity structure.
◦Narrows Lake tie-back. Cenovus reached mechanical completion on the Narrows Lake pipeline to Christina Lake.
•Achieved credit rating target. In the first quarter of 2024, the Company achieved its mid-BBB credit rating target with all agencies reflecting Cenovus’s debt reduction and financial policy track record.
•Achieved Net Debt target. On achieving our Net Debt target of $4.0 billion in the third quarter of 2024, Cenovus increased target returns to shareholders, stewarding to 100 percent of Excess Free Funds Flow over time.
•Increased base dividend. On May 1, 2024, Cenovus increased the Company’s base dividend per common share from $0.140 to $0.180, or $0.720 annually, starting in the second quarter of 2024.
•Variable dividend. On May 1, 2024, in addition to the Company’s base dividend, the Board declared a variable dividend of $0.135 per common share. The variable dividend was paid on May 31, 2024.
•Renewal of NCIB. On November 7, 2024, the Company received approval from the TSX to renew the Company’s NCIB program to purchase up to 127.5 million common shares during the period from November 11, 2024, to November 10, 2025. For the year ended December 31, 2024, the Company purchased and cancelled 55.9 million common shares.
•Preferred share redemption. On December 31, 2024, the Company exercised the right to redeem all 10.0 million of its series 3 first preferred shares at a price of $25.00 per share for a total of $250 million.
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Cenovus Energy Inc. – 2025 Annual Information Form | 4 |
2025
•MEG Acquisition. On November 13, 2025, Cenovus completed the acquisition of MEG. Purchase consideration for the MEG Acquisition included $3.4 billion in cash partially funded through the receipt of a $2.7 billion term loan facility, and the issuance of 143.9 million Cenovus common shares with a fair value of $3.7 billion. The MEG Acquisition provides Cenovus with additional oil sands assets directly adjacent to the Company’s Christina Lake asset and are reported under our Christina Lake results.
•Growth projects.
◦West White Rose. Topsides were placed atop the concrete gravity structure and the Company completed subsea tie-ins to its existing production system at the SeaRose FPSO. Hookup and commissioning of the platform continued to progress and was substantially completed in the fourth quarter of 2025.
◦Narrows Lake tie-back. Cenovus completed commissioning of the Narrows Lake tie-back to Christina Lake and achieved first oil in the third quarter of 2025.
◦Foster Creek optimization. All major process units at the Foster Creek optimization project were brought online and the project was completed ahead of schedule.
•Divestiture of interest in WRB. On September 30, 2025, the Company divested its entire 50 percent interest in the jointly-owned Wood River and Borger refineries held through WRB (the “WRB Divestiture”) for proceeds of US$1.3 billion (C$1.9 billion) after closing adjustments.
•Debt issuances and repayments.
◦Term loan facility. The Company obtained a $2.7 billion term loan to fund a portion of the cash consideration of the MEG Acquisition. The term loan matures on February 28, 2029.
◦Senior notes offerings. On November 20, 2025, in connection with the closing of the MEG Acquisition and upcoming debt maturities, the Company closed public offerings in Canada and the U.S. of $2.6 billion of senior unsecured notes. The proceeds of the offerings were used to fund the redemption of select senior unsecured notes and for general corporate purposes.
◦Senior note repayment and redemptions. The Company repaid US$133 million in principal of senior unsecured notes due in 2025, in full, and redeemed US$973 million in principal of senior unsecured notes due in 2027 and 2029, in full, including the senior unsecured notes assumed in the MEG Acquisition. The Company also redeemed $750 million in principal of senior unsecured notes due in 2027, in full.
•Increased base dividend. On May 7, 2025, Cenovus increased the base dividend per common share from $0.180 to $0.200, or $0.800 annually, starting in the second quarter of 2025.
•Preferred share redemptions. On March 31, 2025, and June 30, 2025, Cenovus exercised its right to redeem all 8.0 million of the Company's series 5 preferred shares and all 6.0 million of the Company's series 7 preferred shares, respectively, in each case at a price of $25.00 per share, for a total of $350 million.
•Renewal of NCIB. On November 7, 2025, the Company received approval from the TSX to renew the Company’s NCIB program to purchase up to 120.3 million common shares during the period from November 11, 2025, to November 10, 2026. For the year ended December 31, 2025, the Company purchased and cancelled 89.4 million common shares.
•Update to shareholder returns framework. Upon closing of the MEG Acquisition, Cenovus adjusted its shareholder returns framework. While Net Debt is above $6.0 billion, the Company will target to return approximately 50 percent of Excess Free Funds Flow to shareholders. While Net Debt is between $6.0 billion and $4.0 billion, Cenovus will target to return approximately 75 percent of Excess Free Funds Flow to shareholders. The remainder will be allocated toward deleveraging under either scenario. The allocation of Excess Free Funds Flow to shareholder returns may be accelerated, deferred or reallocated between quarters at Management’s discretion.
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Cenovus Energy Inc. – 2025 Annual Information Form | 5 |
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DESCRIPTION OF THE BUSINESS |
BUSINESS SEGMENTS
As at December 31, 2025, the Company’s reportable segments were as follows:
Upstream Segments
•Oil Sands, includes the development and production of bitumen and heavy oil in northern Alberta and Saskatchewan. Cenovus’s oil sands assets include Foster Creek, Sunrise, Lloydminster thermal and Lloydminster conventional heavy oil assets, as well as Christina Lake, which includes the results of the MEG Acquisition completed in November 2025. Cenovus jointly owns and operates pipeline gathering systems and terminals through the equity-accounted investment in Husky Midstream Limited Partnership (“HMLP”). The sale and transportation of Cenovus’s production and third-party commodity trading volumes are managed and marketed through access to capacity on third-party pipelines and storage facilities in both Canada and the U.S. to optimize product mix, delivery points, transportation commitments and customer diversification.
•Conventional, includes assets rich in NGLs and natural gas in Alberta and British Columbia in the Edson, Clearwater and Rainbow Lake operating areas, in addition to the Northern Corridor, which includes Elmworth and Wapiti. The segment also includes interests in numerous natural gas processing facilities. Cenovus’s NGLs and natural gas production is marketed and transported, with additional third-party commodity trading volumes, through access to capacity on third-party pipelines, export terminals and storage facilities. These provide flexibility for market access to optimize product mix, delivery points, transportation commitments and customer diversification.
•Offshore, includes offshore operations, exploration and development activities in the east coast of Canada and the Asia Pacific region, representing China and the equity-accounted investment in Husky-CNOOC Madura Limited (“HCML”), which is engaged in the exploration for, and production of, NGLs and natural gas in offshore Indonesia.
Downstream Segments
•Canadian Refining, includes the owned and operated Lloydminster upgrading and asphalt refining complex, which converts heavy oil and bitumen into synthetic crude oil, diesel, asphalt and other ancillary products. Cenovus also owns and operates the Bruderheim crude-by-rail terminal and two ethanol plants. The Company’s commercial fuels business across Canada is included in this segment. Cenovus markets its production and third-party commodity trading volumes in an effort to use its integrated network of assets to maximize value.
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Cenovus Energy Inc. – 2025 Annual Information Form | 6 |
•U.S. Refining, includes the refining of crude oil to produce gasoline, diesel, jet fuel, asphalt and other products at the wholly-owned Lima, Superior and Toledo refineries. On September 30, 2025, Cenovus divested its entire 50 percent interest in the jointly-owned Wood River and Borger refineries held through WRB with operator Phillips 66. The U.S. Refining segment included the WRB results up to the date of divestiture. Cenovus markets its own and third-party refined products.
Corporate and Eliminations
Corporate and Eliminations, primarily includes Cenovus-wide costs for general and administrative, financing activities, gains and losses on risk management for corporate-related derivative instruments and foreign exchange. Eliminations include adjustments for feedstock and internal usage of crude oil, natural gas, condensate, other NGLs and refined products between segments; transloading services provided to the Oil Sands segment by the Company’s crude-by-rail terminal; the sale of condensate extracted from blended crude oil production in the Canadian Refining segment and sold to the Oil Sands segment; and unrealized profits in inventory. Eliminations are recorded based on market prices.
For the year ended December 31, 2025, consolidated gross sales were $52.8 billion (2024 – $57.7 billion). The following table summarizes products with external sales that exceeded 15 percent of total external sales.
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| 2025 | | 2024 |
| External Sales ($ millions) | | Percent of External Sales (percent) | | External Sales ($ millions) | | Percent of External Sales (percent) |
Crude Oil | 20,831 | | | 39 | | | 21,711 | | | 38 | |
Gasoline | 11,874 | | | 23 | | | 14,221 | | | 25 | |
Distillates (1) | 10,592 | | | 20 | | | 12,116 | | | 21 | |
(1)Includes diesel and jet fuel.
Principal markets for Cenovus’s crude oil production from the Oil Sands and Conventional segments includes its refining operations in Lloydminster in Alberta and Saskatchewan; Toledo and Lima in Ohio; and Superior in Wisconsin, in addition to sales at the Hardisty and Edmonton terminals in Alberta, the Burnaby terminal in British Columbia, the U.S. Gulf Coast (“USGC”) and the U.S. Midwest Petroleum Administration of Defense District (“PADD II”). The Company’s distillates and gasoline production is largely produced in its U.S. Refining segment. Principal markets include the Ohio Valley and the Upper U.S. Midwest.
Crude oil production from Cenovus’s Oil Sands and Conventional segments is distributed through long-term contracts on third-party pipelines to its refinery operations in Lloydminster; through the Edmonton, Hardisty and PADD II terminals for distribution to its U.S. refineries; and through the Flanagan South Pipeline, Keystone Pipeline, Trans Mountain Pipeline expansion project and various other pipelines to third-parties at PADD II, the USGC and Canada’s West Coast. See the U.S. Refining section below for details on the distribution of the Company’s distillates and gasoline production.
Physical and Economic Integration
Cenovus’s integrated upstream and downstream operations help to mitigate the impact of volatility in light-heavy crude oil differentials and contribute to the Company’s net earnings by capturing value from crude oil, natural gas and NGLs production through to the sale of finished products such as transportation fuels.
Bitumen production at the Company’s Oil Sands assets is blended with condensate and butane and used as crude oil feedstock by Cenovus’s refining operations. In addition, condensate is extracted from the blended crude oil in the Company’s Canadian Refining segment and sold back to the Oil Sands operations. Cenovus’s U.S. Refining operations have the capability to process heavy crude oil from its Oil Sands segment and Husky Synthetic Blend (“HSB”) produced at the Lloydminster Upgrader.
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Cenovus Energy Inc. – 2025 Annual Information Form | 7 |
UPSTREAM
Oil Sands
As at December 31, 2025, Cenovus held bitumen and heavy oil rights of approximately 1.8 million gross acres (1.7 million net acres), and other petroleum and natural gas rights of approximately 3.2 million gross acres (2.9 million net acres) within the Athabasca and Cold Lake regions of northern Alberta and Saskatchewan, as well as the exclusive rights to lease an additional 603 thousand gross acres on the Cold Lake Air Weapons Range, an active military base.
Development Approach
Cenovus uses steam-assisted gravity drainage (“SAGD”) technology to recover bitumen. The Company does not employ mining techniques for extraction and none of its bitumen reserves are suitable for extraction using mining techniques. SAGD involves injecting steam into the reservoir to enable bitumen to be pumped to the surface.
At Cenovus’s Lloydminster conventional heavy oil assets, the Company employs a combination of production techniques including cold heavy oil production with sand (“CHOPS”), horizontal and multilateral wells, and enhanced oil recovery (“EOR”). EOR is defined as the increased recovery from a crude oil pool achieved by artificial means, or by the application of energy extrinsic to the pool.
Production by Asset
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| 2025 | | 2024 | | | | |
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Bitumen and Heavy Oil Production by Asset (Mbbls/d) | | | | | | | |
Foster Creek | 206.1 | | | 196.0 | | | | | |
Christina Lake | 254.3 | | | 234.2 | | | | | |
Sunrise | 53.8 | | | 49.6 | | | | | |
Lloydminster Thermal | 102.6 | | | 111.5 | | | | | |
Lloydminster Conventional Heavy Oil | 25.1 | | | 17.6 | | | | | |
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Natural Gas Production by Asset (MMcf/d) | | | | | | | |
Foster Creek | 2.1 | | 2.2 | | | | | |
Lloydminster Conventional Heavy Oil | 11.7 | | 8.9 | | | | |
Foster Creek
Cenovus has a 100 percent working interest in Foster Creek, located on the Cold Lake Air Weapons Range, which is 72 kilometres northwest of Cold Lake, Alberta. Foster Creek produces from the McMurray formation, with a reservoir depth of up to 550 metres, using SAGD technology.
Cenovus operates a 100-megawatt natural gas-fired cogeneration facility at Foster Creek. The steam and power generated by the facility is used within the SAGD operations. Any excess power generated is sold into the Alberta power pool.
Christina Lake
Cenovus has a 100 percent working interest in Christina Lake, which is located approximately 150 kilometres southeast of Fort McMurray, Alberta. Christina Lake produces from the McMurray formation, with a reservoir depth of up to 430 metres, using SAGD technology.
During the year ended December 31, 2025, Cenovus completed the MEG Acquisition. Results include the impact of the MEG Acquisition effective November 13, 2025.
Cenovus operates one 100-megawatt and two 85-megawatt natural gas-fired cogeneration facilities at Christina Lake. The steam and power generated by these facilities is used within the SAGD operations. Any excess power generated is sold into the Alberta power pool.
Cenovus has a 100 percent working interest in Narrows Lake, which is located adjacent to Christina Lake, and has a reservoir depth of up to 400 metres. Cenovus completed the commissioning of the Narrows Lake tie-back and achieved first oil in the third quarter of 2025 from Narrows Lake, providing sustaining pad locations for production into the Christina Lake plant.
Sunrise
Cenovus has a 100 percent working interest in Sunrise, located approximately 60 kilometres northeast of Fort McMurray, Alberta. Sunrise produces from the McMurray formation, with a reservoir depth of up to 250 metres, using SAGD technology.
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Cenovus Energy Inc. – 2025 Annual Information Form | 8 |
Lloydminster Thermal
Lloydminster thermal consists of 11 producing thermal plants, which are 100 percent owned by Cenovus and produce bitumen. The plants are located in the Lloydminster region of Saskatchewan. Each plant has a number of production pads and uses SAGD technology.
Lloydminster Conventional Heavy Oil
Lloydminster conventional heavy oil uses a combination of production techniques including CHOPS, horizontal and multilateral wells, and EOR in the Lloydminster region of Alberta and Saskatchewan.
Husky Midstream Limited Partnership
The Company jointly owns and is the operator of HMLP, which owns midstream assets including pipeline, storage and other ancillary infrastructure assets in Alberta and Saskatchewan. The Company holds a 35 percent interest in HMLP, with Power Assets Holdings Limited holding a 49 percent interest and CK Infrastructure Holdings Limited holding a 16 percent interest. HMLP has its own board of directors and independent financing that supports both growth projects under construction and planned future expansions.
HMLP has approximately 2,300 kilometres of pipeline in the Lloydminster region and 5.9 million barrels of storage capacity at Hardisty and Lloydminster. The assets play an integral role in the transportation of heavy oil production to end markets by providing connections to the Lloydminster Upgrader and the Lloydminster Refinery, third-party terminals and pipelines through the Hardisty terminal.
The Lloydminster terminal, with a total storage capacity of 1.0 million barrels, serves as a hub for the gathering systems. The pipeline systems transport blended heavy crude oil to the Lloydminster terminal for delivery to the Company’s Lloydminster Upgrader and Lloydminster Refinery. Blended heavy crude oil from the field and synthetic crude oil from the upgrading operations are transported south to Hardisty, Alberta to a connection with the major third-party owned export pipelines.
The Hardisty terminal acts as the exclusive blending hub for WCS with a total storage capacity of 4.9 million barrels. The Hardisty terminal is the largest heavy oil benchmark pricing point in North America.
In addition, HMLP owns and Cenovus operates the Ansell Corser gas processing plant located in west-central Alberta. The gas processing plant has a capacity of 120 MMcf per day and supports the Conventional segment.
Conventional
Production by Product
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| 2025 | | 2024 |
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Production by Product (1) | | | |
Light Crude Oil (2) (Mbbls/d) | 5.0 | | | 5.5 |
NGLs (Mbbls/d) | 21.2 | | | 21.1 |
Conventional Natural Gas (MMcf/d) | 579.3 | | | 565.1 |
(1)Includes values attributable to Cenovus’s 30 percent equity interest in the jointly-controlled Duvernay Energy Corporation (“Duvernay”) joint venture.
(2)Light crude oil corresponds to light crude oil and medium crude oil combined as defined by National Instrument 51-101 “Standards of Disclosure for Oil and Gas Activities” (“NI 51-101”). Cenovus does not produce medium crude oil.
Cenovus’s Conventional assets include approximately 3.9 million net acres in Alberta and British Columbia with an average working interest of 79 percent. Operating areas include the Edson, Clearwater, Rainbow Lake and the Northern Corridor, which includes Elmworth and Wapiti, with reservoir depths ranging from 1,000 to 3,200 metres targeting formations within the Cretaceous, Jurassic, Triassic and Devonian geological periods. Horizontal drilling is primarily used to unlock the vast resource potential in these areas. Cenovus has processing capacity through various operated and non-operated natural gas facilities, in addition to a 100 percent working interest in a 90-megawatt natural-gas fired cogeneration facility along with multiple field facilities, compressor stations and pipelines.
Cenovus holds a 30 percent equity interest in Duvernay with the remaining interest held by Athabasca Oil Corporation.
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Cenovus Energy Inc. – 2025 Annual Information Form | 9 |
Offshore
Production by Product
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| 2025 | | 2024 |
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Production by Product | | | |
Atlantic | | | |
Terra Nova — Light Crude Oil (1) (Mbbls/d) | 7.6 | | | 8.0 | |
White Rose — Light Crude Oil (1) (Mbbls/d) | 5.6 | | | — | |
China | | | |
NGLs (Mbbls/d) | 6.3 | | | 9.3 | |
Conventional Natural Gas (MMcf/d) | 191.8 | | | 199.5 | |
Indonesia (2) | | | |
NGLs (Mbbls/d) | 1.3 | | | 1.7 | |
Conventional Natural Gas (MMcf/d) | 87.5 | | | 85.8 | |
(1)Light crude oil corresponds to light crude oil and medium crude oil combined as defined by NI 51-101. Cenovus does not produce medium crude oil.
(2)Includes values attributable to Cenovus’s 40 percent equity interest in HCML.
Asia Pacific
China
Liwan Gas Project
The Liwan Gas project is a deepwater natural gas development located approximately 300 kilometers southeast of Hong Kong in the Pearl River Mouth basin of the South China Sea. It includes the Liwan 3-1 and Liuhua 34-2 fields with a 49 percent working interest, and the Liuhua 29-1 field with a 75 percent working interest, with the remainder owned by China National Offshore Oil Corporation (“CNOOC”) through subsidiaries.
The three fields share a subsea production system, subsea pipeline transportation and onshore gas processing infrastructure. Cenovus operates the deepwater infrastructure, while CNOOC operates the shallow water facilities including the central platform, the Gaolan Onshore Gas Plant (“OSGP”) and a pipeline from the central platform. The OSGP extracts and compresses NGLs to transport the natural gas to commercial markets in mainland China.
Block 29/34 and Block 15/33
Cenovus holds the production sharing contract (“PSC”) for exploration Block 29/34, which is adjacent to the Liuhua 34-2 Production Area, located in the South China Sea.
During the exploration phase, Cenovus operates Block 29/34 with a 100 percent working interest. Upon commercial discovery, CNOOC may acquire up to a 51 percent working interest during the development and production phases by funding its proportionate share of all development costs. As at December 31, 2025, Block 29/34 was in the exploration phase and under evaluation.
Cenovus held the PSC for exploration block 15/33, located in the Pearl River Mouth Basin of the South China Sea and was the operator of Block 15/33 with a 100 percent working interest as at December 31, 2025. On January 12, 2026, Cenovus divested its entire interest in Block 15/33.
Block DW-1, Taiwan Area
The Company and CPC Corporation have rights to Block DW-1 through a joint agreement. The block covers approximately 7,700 square kilometres and is located offshore of the southwest Taiwan Area. Cenovus holds a 75 percent working interest during exploration. CPC Corporation may participate in future development programs up to a 50 percent working interest by funding its proportionate share of all development costs. The current exploration period expires on December 17, 2027.
Indonesia
Madura Strait
The Company has a 40 percent equity interest in HCML, which holds the Madura Strait PSC covering approximately 2,500 square kilometres in the Madura Strait area, located off the coast of East Java, Indonesia.
The Madura Strait PSC operates four producing shallow water fields, namely BD, MDA, MBH and MAC, and contains shallow water MDK and MBF fields, which may be developed in the future depending on gas demand and project economics.
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Cenovus Energy Inc. – 2025 Annual Information Form | 10 |
Liman
Located onshore in East Java, Indonesia, the Company holds a 100 percent working interest in the Liman contract area during the exploration phase. In December 2025, Cenovus sent a letter of relinquishment to the Government of Indonesia with plans to relinquish the contract area.
Atlantic Canada
Terra Nova Field
Located approximately 350 kilometres southeast of St. John’s, Newfoundland and Labrador in the Jeanne d’Arc Basin, the Terra Nova field is divided into three areas: Graben, East Flank and Far East. Cenovus has a 34 percent working interest and Suncor Energy Inc. is the operator.
White Rose Field and Satellite Extensions
Located 350 kilometres offshore Newfoundland and Labrador on the eastern flank of the Jeanne d’Arc Basin, Cenovus operates the main White Rose field and satellite tiebacks including the North Amethyst, West White Rose and South White Rose extensions. Cenovus has a working interest of 60 percent in the main field and 56.375 percent in the satellite extensions. The North Amethyst and South White Rose extensions were developed via subsea tie-back infrastructure which produce back to the SeaRose FPSO.
The West White Rose project is designed to use a drilling and wellhead platform to access resources to the west of the main field that will produce back to the SeaRose FPSO. The West White Rose project is anticipated to have peak production of 80.0 thousand barrels per day (Cenovus’s working interest share — 45.0 thousand barrels per day).
In 2025, the topsides were placed atop the concrete gravity structure and the subsea tie-ins to the existing production system were completed. The remainder of the platform hookup and commissioning work was substantially completed in the fourth quarter of 2025.
East Coast Exploration
The Company holds working interests ranging from six percent to 100 percent in multiple discovery areas. As at December 31, 2025, Cenovus held a 72.5 percent working interest in an exploration licence within the Jeanne d’Arc Basin that expired in January 2026.
DOWNSTREAM
Canadian Refining
The following table summarizes key operational results at the Lloydminster Upgrader and Lloydminster Refinery:
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| 2025 | | 2024 |
Operable Capacity (Mbbls/d) | 108.0 | | | 108.0 | |
Total Processed Inputs (1) (Mbbls/d) | 119.4 | | | 96.6 | |
Crude Oil Unit Throughput (Mbbls/d) | 110.7 | | | 90.5 | |
Crude Unit Utilization (percent) | 103 | | | 84 | |
Total Production (2) (Mbbls/d) | 127.3 | | 103.1 |
Synthetic Crude Oil | 52.0 | | 41.0 |
| Asphalt | 17.9 | | | 15.7 | |
| Diesel | 15.2 | | 10.8 |
| Other | 37.2 | | 30.8 |
Ethanol | 5.0 | | | 4.8 | |
(1)Total processed inputs include crude oil and other feedstocks. Blending is excluded.
(2)Results reflect operations at the Lloydminster Upgrader, Lloydminster Refinery and the ethanol plants.
Lloydminster Upgrader
The Lloydminster Upgrader, located in Lloydminster, Saskatchewan, processes blended heavy crude oil feedstock (including bitumen). The feedstocks are received via the Saskatchewan Gathering System and the Cold Lake Gathering System, both of which are owned by HMLP, as well as via the Border Pipeline System owned by Cenovus. The Lloydminster Upgrader produces synthetic crude oil HSB, ultra-low sulphur diesel and other ancillary products. Diesel is transported via railcar and truck, and HSB is sold via pipeline into the primary markets in Canada. Synthetic crude oil is sold into the Alberta market or used as refinery feedstock in the U.S. Refining segment. In addition, the Lloydminster Upgrader recovers condensate from the feedstock for reuse in the Company’s Oil Sands segment and is transported back to field sites via the gathering systems.
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Cenovus Energy Inc. – 2025 Annual Information Form | 11 |
Lloydminster Refinery
The Lloydminster Refinery, located in Lloydminster, Alberta, processes blended heavy crude oil into asphalt products used in road construction and maintenance, bulk distillates and industrial products. The feedstocks are received via the Saskatchewan Gathering System. The refined products are transported via railcar and truck to primary markets in Western Canada, the U.S. Upper-Midwest, Rocky Mountain Region and the West Coast. Condensate is recovered from the feedstock for reuse in the Company’s Oil Sands segment and is transported to field sites via the gathering system. Distillates are sold directly as industrial products or transferred to the Lloydminster Upgrader and further refined into diesel or the HSB stream. Industrial products are a blend of medium and light distillate, and vacuum gas oil, which are typically sold directly to customers as refinery feedstock, drilling and well-fracturing fluids, or used in asphalt cutbacks and emulsions.
Due to the seasonal demand for asphalt products, many asphalt refineries typically operate at full capacity only during the paving season in Canada and the northern U.S. The Company has implemented various strategies to increase refinery throughput outside of the paving season such as increasing storage capacity and developing U.S. markets for asphalt products. This allows the Lloydminster Refinery to run at, or near, full capacity throughout the year. The Lloydminster Refinery has a working tank capacity of 1.5 million barrels.
In addition to sales directly from the Lloydminster Refinery and export sales to the U.S., the Company owns an asphalt distribution network composed of the following four asphalt terminals:
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Location | Storage Capacity (Mbbls) |
Winnipeg, Manitoba | 115.0 |
Yorkton, Saskatchewan | 60.0 |
Kamloops, British Columbia | 45.0 |
Edmonton, Alberta | 35.0 |
The Company also owns an emulsion plant located in Saskatoon, Saskatchewan (storage capacity – 5.0 thousand barrels).
Bruderheim Crude-by-Rail Terminal
The Company owns a crude-by-rail loading facility near Edmonton, Alberta. The Bruderheim crude-by-rail terminal has a storage tank capacity of 240.0 thousand barrels and a loading capacity of 120.0 thousand barrels per day. The crude-by-rail terminal is part of the Company’s strategy to create additional transportation options for our products and is designed to help us capture global prices for our crude oil production. The Company has hired a third-party service provider to assist in operating the rail terminal. The Company leases a fleet of coiled and insulated rail cars to safely transport our products to market.
Total volumes loaded at the Bruderheim Terminal averaged 13.4 thousand barrels per day in 2025 (2024 – 12.5 thousand barrels per day) including crude oil volumes from our Oil Sands segment.
Ethanol Plants
The Company owns and operates two ethanol plants, located in Lloydminster, Saskatchewan and Minnedosa, Manitoba. Fuel grade ethanol is produced from grain-based feedstock. Each ethanol plant has an annual name plate capacity of 130.0 million litres.
The Lloydminster ethanol plant captures carbon dioxide for use in the Company’s Lloydminster conventional heavy oil assets. Ethanol produced at the plant has a low carbon intensity designation. The Company continues to evaluate the viability of a carbon capture and sequestration project to achieve lower carbon intensity ethanol production at the Minnedosa ethanol plant.
Commercial Fuels Business
Cenovus’s commercial operating model is balanced by corporate owned/dealer operated and branded dealer owned-and-operated sites. The network consists of travel centres and cardlocks serving urban and rural markets across Canada, and bulk distributors offering direct sales to commercial and agricultural markets.
The following table shows the number of locations by province as at December 31, 2025:
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| British Columbia | Alberta | Saskatchewan | Manitoba | Ontario | Quebec | Nova Scotia | Total |
Cardlocks | 17 | | 21 | | 2 | | 6 | | 16 | | 1 | | 1 | | 64 | |
Bulk Plants | 3 | | 6 | | 2 | | 1 | | — | | — | | — | | 12 | |
Travel Centres | 12 | | 15 | | 3 | | 3 | | 19 | | — | | — | | 52 | |
Total | 32 | | 42 | | 7 | | 10 | | 35 | | 1 | | 1 | | 128 | |
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Cenovus Energy Inc. – 2025 Annual Information Form | 12 |
U.S. Refining
The following table summarizes key operational results for the U.S. Refining segment:
| | | | | | | | | | | |
| 2025 | | 2024 |
| | | |
Operable Capacity (1) (Mbbls/d) | 549.9 | | | 612.3 | |
Total Processed Inputs (2) (Mbbls/d) | 548.1 | | | 581.4 | |
Crude Oil Unit Throughput (Mbbls/d) | 515.9 | | | 556.4 | |
Heavy Crude Oil | 197.9 | | | 219.6 | |
Light/Medium Crude Oil | 318.0 | | | 336.8 | |
Crude Unit Utilization (1) (percent) | 94 | | 91 |
Total Production (Mbbls/d) | 559.9 | | | 590.0 | |
| Gasoline | 266.7 | | 280.5 |
Distillates (3) | 195.3 | | 209.1 |
| Asphalt | 23.9 | | 28.3 |
Other | 74.0 | | 72.1 |
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(1)For the year ended December 31, 2025, reported operable capacity and crude unit utilization reflects the weighted average impact of the WRB Divestiture, which closed on September 30, 2025.
(2)Total processed inputs include crude oil and other feedstocks. Blending is excluded.
(3)Includes diesel and jet fuel.
Lima Refinery
The Lima Refinery is located in Lima, Ohio, approximately 150 kilometres northwest of Columbus, Ohio. The refinery processes heavy, light and synthetic crude oil, and has the capability to process HSB produced at the Lloydminster Upgrader and Cold Lake Blend (“CLB”) produced at Foster Creek. Crude oil feedstocks are received via the Mid-Valley and Marathon Pipelines. The Lima Refinery produces low-sulphur gasoline, gasoline blend stocks, ultra-low sulphur diesel, jet fuel, petrochemical feedstock and other by-products. Refined products are transported via the Buckeye, Inland and Energy Transfer Partners pipeline systems, and by railcar to markets in various U.S. states.
Toledo Refinery
The Toledo Refinery is located near Toledo, Ohio, approximately 210 kilometres north of Columbus, Ohio. The refinery processes heavy, light and high total acid number (“high TAN”) crude oil, and has the capability to process Western Canada Dilbit Blend (“WDB”) produced at Sunrise, Christina Dilbit Blend (“CDB”) and Access Western Blend (“AWB”) produced at Christina Lake and CLB produced at Foster Creek, in addition to other third-party high TAN crude oil. The refinery also processes HSB produced at the Lloydminster Upgrader. Crude oil feedstocks are received via the Mid-Valley, Marathon and Enbridge Mainline Pipelines. The refinery produces gasoline, diesel, jet fuel and other products. Refined products are transported via the Buckeye, Inland and Energy Transfer Partners pipeline systems, and by barge and railcar to markets in various U.S. states and Canada.
Various amounts of feedstocks, intermediates and finished products can be transferred between the Lima and Toledo refineries, allowing for better optimization of both assets.
Superior Refinery
The Superior Refinery is located in Superior, Wisconsin, approximately 250 kilometres northeast of Minneapolis, Minnesota. The refinery processes heavy, light and synthetic crude oil, including HSB produced at the Lloydminster Upgrader, and has the capability to process various crudes such as CDB, Lloyd Blend (“LLB”) and CLB. The crude oil feedstocks are received via Enbridge’s Canadian mainline systems from Alberta, and the U.S. pipeline system from the Bakken region in North Dakota, arriving at the Enbridge Superior Terminal adjacent to the Superior Refinery. The refinery produces various grades of asphalt, low-sulphur gasoline, low-sulphur diesel, gasoline blendstocks and other by-products. Refined products are transported via the Magellan Pipeline system south to the Minneapolis region and to local areas via trucks that are loaded at the Superior Terminal and Duluth Products Terminal. Asphalt is loaded at the Superior rail and truck loading facilities, and transported to markets in various U.S. states.
Non-Operated Wood River and Borger Refineries
On September 30, 2025, Cenovus closed the WRB Divestiture, selling its 50 percent interest in WRB, which held the Wood River and Borger refineries.
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Cenovus Energy Inc. – 2025 Annual Information Form | 13 |
Storage and Distribution Network
The Company has refined product storage and an asphalt distribution network composed of five terminals. The Superior Products Terminal in Superior, Wisconsin (where refined products are unloaded) and the following:
| | | | | | | | |
Terminal | Location | Storage Capacity (Mbbls) |
Duluth Products | Duluth/Esko, Minnesota | 180.0 |
Rhinelander Asphalt | Rhinelander, Wisconsin | 157.0 |
Crookston Asphalt | Crookston, Minnesota | 136.0 |
Duluth Marine | Duluth, Minnesota | 14.0 |
The Superior Refinery controls the maintenance and performance of these five terminals and has a working tank capacity of 2.5 million barrels. The Company also markets fuels, asphalt and marine fuel from independently operated terminals located in the states of Minnesota, Wisconsin, Ohio and Colorado.
COMPETITIVE CONDITIONS
All aspects of the energy industry are highly competitive. For further information on the competitive conditions affecting Cenovus, refer to the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
ENVIRONMENTAL PROTECTION
All phases of our upstream and downstream operations, including the marketing of Cenovus’s production and third-party commodity traded volumes, are subject to environmental regulation pursuant to a variety of federal, provincial, territorial, state and regional laws and regulations in the jurisdictions in which Cenovus operates. For further information on the environmental regulations affecting Cenovus, refer to the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
CODE OF BUSINESS CONDUCT AND ETHICS
Cenovus’s Code of Business Conduct & Ethics (the “Code”) is an expression of the Company’s purpose and values and is endorsed by the Board, Cenovus’s highest level of governance. It has been designed to provide staff (i.e., employees and contractors) with the tools and principles needed to conduct business in a safe, legal and ethical manner, and helps the Company integrate sustainability considerations into its business plans. The Code applies to everyone working on behalf of Cenovus in all locations where the Company conducts business. Each year all staff are asked to review the Code, confirm they understand their responsibilities and commit to the Code requirements. Cenovus suppliers should review the Code and align with the principles and guidance it provides.
The Code uses plain language, includes a message from Cenovus’s President & Chief Executive Officer and provides examples to address the expectations of the Code. The Code is readily accessible on Cenovus’s intranet and on the Company’s website at cenovus.com.
In addition to their review and commitment of the Code, Cenovus’s directors and staff are regularly required to review and commit to other key policies and standards. Ethics and compliance training is delivered to staff based on role, and others as needed. Stakeholders and staff are encouraged to report any business conduct concerns, including violations of applicable laws or any Cenovus policy, through the Company’s anonymous Integrity Helpline. Staff may also report any such concerns to their supervisor, a human resources business partner or a member of Cenovus’s Ethics & Compliance team, Legal team or Investigations Committee.
Additional Policy Information
In addition to the Code, Cenovus has established other policies, including the Sustainability, Human Rights and Indigenous Relations policies, and practices that relate to environmental or social aspects of Cenovus’s business.
The Sustainability Policy addresses business conduct to help ensure the Company’s activities are undertaken in a responsible, transparent and respectful manner, and in compliance with all applicable laws, regulations and industry standards in the jurisdictions in which Cenovus operates. The Sustainability Policy specifically references governance and leadership, people, environment, stakeholder engagement, Indigenous reconciliation, and community involvement and investment. It sets the frameworks for Cenovus’s commitment to providing a safe and inclusive workplace, investing in and partnering with local and Indigenous communities, continuously improving operating practices, investing in technology and collaborating with third parties to find innovative solutions to minimize Cenovus’s environmental impact and maximize business value.
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Cenovus Energy Inc. – 2025 Annual Information Form | 14 |
The Human Rights Policy formalizes our commitment to human rights, guided by the principles of the United Nations Universal Declaration of Human Rights, reflects our values and behaviours and further supports the sustainable operation of our business. This policy outlines the Company’s commitment to fostering an environment where human rights are upheld and individual dignity is preserved. It also highlights the Company’s recognition of the fundamental importance of human rights for its employees, stakeholders and communities in which Cenovus operates.
The Indigenous Relations Policy aims to ensure Indigenous relations across the Company are supported by a consistent approach based on respect, honesty and integrity. This policy outlines our commitment to the inclusion of Indigenous peoples in our business, in line with our commitment to reconciliation and the principles of the United Nations Declaration on the Rights of Indigenous Peoples.
Cenovus’s directors, management and staff are periodically required to complete policy training and review and commit to the Sustainability, Human Rights and Indigenous Relations policies and other key policies and standards. The aforementioned policies are accessible on the Company’s website at cenovus.com as is Cenovus’s annual Corporate Social Responsibility (“CSR”) report. The CSR report outlines the progress Cenovus has made towards Indigenous reconciliation, and acceptance and belonging goals, as well as information about safety performance and approach to governance.
The CSR report differs from previous Environmental, Social and Governance reports published by the Company in that it does not include information regarding Cenovus’s environmental performance and plans due to changes to Canada’s Competition Act in June 2024.
EMPLOYEES
The following table summarizes Cenovus’s full-time equivalent (“FTE”) employees:
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As at December 31, | 2025 |
Upstream Operations | 3,163 |
Downstream Operations | 2,286 |
Corporate (1) | 1,762 |
Total FTE Employees | 7,211 |
(1) Includes employees within Corporate and Operations Services, Finance and Risk, People Services, Strategy and Corporate Planning, Legal, and Sustainability and Stakeholder Engagement.
Cenovus also engages contractors and service providers. For further information on employee and other workforce related risks affecting Cenovus, refer to the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
A discussion of risk factors can be found in the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
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RESERVES DATA AND OTHER OIL AND GAS INFORMATION |
As a Canadian issuer, Cenovus is subject to the reporting requirements of Canadian securities regulatory authorities, including the reporting of the Company’s reserves in accordance with NI 51-101.
As at December 31, 2025, the Company’s reserves were located in Canada, China and Indonesia. Cenovus retained two independent qualified reserves evaluators (“IQREs”), McDaniel & Associates Consultants Ltd. (“McDaniel”) and GLJ Ltd. (“GLJ”), to evaluate and prepare reports on 100 percent of its bitumen, heavy crude oil, light crude oil and medium crude oil combined (“light and medium oil”), NGLs, conventional natural gas and shale gas proved and probable reserves. McDaniel evaluated approximately 95 percent of Cenovus’s total proved reserves located in Canada (in Alberta, Saskatchewan, and Newfoundland and Labrador), China and Indonesia. GLJ evaluated approximately five percent of the Company’s total proved reserves, located in Alberta and British Columbia, Canada.
The Safety, Sustainability and Reserves Committee (“SSR”) composed entirely of independent directors reviews, among other things, the qualifications and appointment of the IQREs, the procedures for providing information to the IQREs and the procedures relating to the disclosure of information with respect to oil and gas activities. The SSR meets independently with the management of Cenovus and each IQRE to determine whether any restrictions affected the ability of the IQREs to report on the reserves data without reservation. In addition, the SSR reviews the reserves data and the report of the IQREs and provides a recommendation regarding approval of the reserves disclosure to the Board.
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Cenovus Energy Inc. – 2025 Annual Information Form | 15 |
Classifications of reserves as proved or probable are only attempts to define the degree of certainty associated with the estimates. There are numerous uncertainties inherent in estimating quantities of petroleum reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. The reserves estimates provided herein are estimates only, and there is no guarantee that the estimated reserves will be recovered. Actual reserves may be greater than, or less than, the estimates disclosed. Readers should review the definitions and information contained in Additional Notes to Data Tables and Other Oil and Gas Information, Definitions and Pricing Assumptions sections in conjunction with the reserves disclosure. For additional information, see the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
Cenovus’s reserves data and other oil and gas information contained in this AIF is dated February 17, 2026, with an effective date of December 31, 2025. McDaniel’s and GLJ’s preparation dates of the information are January 19, 2026, and January 6, 2026, respectively.
Disclosure of Reserves Data
The reserves data presented summarizes the Company’s bitumen, heavy crude oil, light and medium oil, NGLs, conventional natural gas, shale gas and total reserves, as well as the net present value (“NPV”) and future net revenue (“FNR”) for these reserves. Estimates of FNR have been presented on a before and after income tax basis.
Additional Notes to Data Tables and Other Oil and Gas Information
•All reserves and FNR were evaluated using forecast prices and costs.
•The estimates of FNR presented do not represent fair market value.
•FNR from reserves excludes provisions for interest and general and administrative expenses.
•FNR from reserves excludes cash flows related to Cenovus’s risk management activities.
•For disclosure purposes, Cenovus includes heavy crude oil with bitumen and shale gas with conventional natural gas, as the reserves of heavy crude oil and shale gas are not material (heavy crude oil represents less than one percent of bitumen on a gross total proved plus probable basis and shale gas represents less than one percent of conventional natural gas on a gross total proved plus probable basis).
•Unless otherwise indicated, Canada includes values attributable to Cenovus’s 30 percent equity interest in Duvernay and Indonesia includes values attributable to Cenovus’s 40 percent equity interest in HCML. Cenovus’s proportionate share of Duvernay reserves accounts for less than one percent of gross total proved plus probable reserves.
•In accordance with NI 51-101, NPV and FNR amounts presented include all of Cenovus’s existing estimated abandonment and reclamation costs, plus all forecast estimates of abandonment and reclamation costs attributable to future development activity associated with the reserves.
•Reserves data tables may not sum due to rounding.
Definitions
Gross means: (a) in relation to production and reserves, the interest (operated or non-operated) held by Cenovus before deduction of royalties and excludes royalty interests; (b) in relation to wells, the total number of wells in which Cenovus has an interest; and (c) in relation to properties, the total acreage of properties in which Cenovus has an interest.
Net means: (a) in relation to production and reserves, the interest (operated or non-operated) held by Cenovus after deduction of royalties and includes royalty interests; (b) in relation to wells, the number of wells obtained by aggregating Cenovus’s interest (operated or non-operated) in each of its wells; and (c) in relation to properties, the total acreage obtained by aggregating Cenovus’s interest (operated or non-operated) in each of its properties.
Future net revenue is a forecast of revenue, estimated using forecast prices and costs, from the development and production of reserves minus the associated royalties, operating costs, development costs, and abandonment and reclamation costs. It does not include costs related to interest, general and administrative expenses or risk management activities. Future net revenue is presented on a before and after income tax basis.
Reserves are estimated remaining quantities of crude oil and natural gas and related substances anticipated to be recoverable from known accumulations, as at a given date, based on analysis of drilling, geological, geophysical and engineering data, the use of established technology and specified economic conditions, which are generally accepted as being reasonable, and are disclosed later in this AIF.
Reserves are classified according to the degree of certainty associated with the estimates:
Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.
Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.
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Cenovus Energy Inc. – 2025 Annual Information Form | 16 |
Each of the reserves categories may be divided into developed and undeveloped categories:
Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (e.g. when compared with the cost of drilling a well) to put the reserves on production. The developed category may be subdivided as follows:
Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.
Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut-in and the date of resumption of production is unknown.
Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g. when compared with the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable) to which they are assigned.
Pricing Assumptions
Except as noted below, the forecast of prices, inflation and exchange rate provided in the table below is computed using the average of forecasts by McDaniel, GLJ and Sproule ERCE and is used to estimate FNR associated with the reserves disclosed herein. This forecast is dated January 1, 2026. The inflation forecast was applied uniformly to prices beyond the forecast interval and to all future costs. For historical prices realized during the year ended December 31, 2025, see the Production History and Per-Unit Results section in this AIF.
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| Crude Oil and NGLs | | Natural Gas | | | |
Year | WTI Cushing Oklahoma (US$/bbl) | Edmonton Par Price 40 API (C$/bbl) | Western Canadian Select (C$/bbl) | Edmonton C5+ (C$/bbl) | Brent (US$/bbl) | | AECO (C$/MMBtu) | China (1) (US$/Mcf) | Indonesia (1) (US$/Mcf) | | Inflation Rate (%/year) | Exchange Rate (US$/C$) |
2026 | 59.92 | 77.54 | 65.13 | 80.01 | 63.92 | | 3.00 | 8.52 | 7.34 | | 0.0 | 0.7275 |
2027 | 65.10 | 83.60 | 70.43 | 86.19 | 69.13 | | 3.30 | 8.89 | 7.44 | | 2.0 | 0.7367 |
2028 | 70.28 | 90.17 | 76.90 | 92.83 | 74.36 | | 3.49 | 9.03 | 7.57 | | 2.0 | 0.7400 |
2029 | 71.93 | 92.32 | 78.71 | 95.04 | 76.10 | | 3.58 | 8.99 | 7.70 | | 2.0 | 0.7400 |
2030 | 73.37 | 94.17 | 80.29 | 96.94 | 77.62 | | 3.65 | 8.81 | 7.83 | | 2.0 | 0.7400 |
2031 | 74.84 | 96.06 | 81.90 | 98.89 | 79.17 | | 3.72 | 8.97 | 7.97 | | 2.0 | 0.7400 |
2032 | 76.34 | 97.98 | 83.53 | 100.86 | 80.76 | | 3.80 | 9.43 | 8.04 | | 2.0 | 0.7400 |
2033 | 77.87 | 99.93 | 85.20 | 102.88 | 82.37 | | 3.88 | 9.70 | — | | 2.0 | 0.7400 |
2034 | 79.42 | 101.93 | 86.91 | 104.94 | 84.02 | | 3.95 | — | — | | 2.0 | 0.7400 |
2035 | 81.01 | 103.97 | 88.65 | 107.04 | 85.70 | | 4.03 | — | — | | 2.0 | 0.7400 |
2036 | 82.63 | 106.05 | 90.42 | 109.18 | 87.41 | | 4.11 | — | — | | 2.0 | 0.7400 |
2037+ | +2%/yr | +2%/yr | +2%/yr | +2%/yr | +2%/yr | | +2%/yr | — | — | | 2.0 | 0.7400 |
(1)Prices derived from natural gas sales agreements are used to estimate the FNR related to conventional natural gas reserves in China and Indonesia.
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Cenovus Energy Inc. – 2025 Annual Information Form | 17 |
Summary of Oil and Gas Reserves as at December 31, 2025
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Gross Reserves | Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) | | | | |
Canada | | | | |
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Proved | | | | | | | | | | | | | |
Developed Producing | 1,143 | | 21 | | 39 | | 1,071 | | 1,381 | | | | |
Developed Non-Producing | 23 | | 1 | | 1 | | 31 | | 31 | | | | |
Undeveloped | 4,531 | | 65 | | 10 | | 339 | | 4,662 | | | | |
Total Proved | 5,697 | | 87 | | 50 | | 1,441 | | 6,074 | | | | |
Probable | 3,227 | | 71 | | 24 | | 754 | | 3,448 | | | | |
Total Proved Plus Probable | 8,924 | | 158 | | 74 | | 2,196 | | 9,522 | | | | |
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China | | | | | | | | | | | | | |
Proved | | | | | | | | | | | | | |
Developed Producing | — | | — | | 8 | | 195 | | 41 | | | | |
Developed Non-Producing | — | | — | | — | | — | | — | | | | |
Undeveloped | — | | — | | — | | — | | — | | | | |
Total Proved | — | | — | | 8 | | 195 | | 41 | | | | |
Probable | — | | — | | 3 | | 72 | | 15 | | | | |
Total Proved Plus Probable | — | | — | | 11 | | 267 | | 55 | | | | |
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Indonesia | | | | | | | | | | | | | |
Proved | | | | | | | | | | | | | |
Developed Producing | — | | — | | 1 | | 109 | | 19 | | | | |
Developed Non-Producing | — | | — | | — | | — | | — | | | | |
Undeveloped | — | | — | | — | | — | | — | | | | |
Total Proved | — | | — | | 1 | | 109 | | 19 | | | | |
Probable | — | | — | | 1 | | 51 | | 9 | | | | |
Total Proved Plus Probable | — | | — | | 2 | | 160 | | 29 | | | | |
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Total Company | | | | | | | | | | | | | |
Proved | | | | | | | | | | | | | |
Developed Producing | 1,143 | | 21 | | 48 | | 1,375 | | 1,441 | | | | |
Developed Non-Producing | 23 | | 1 | | 1 | | 31 | | 31 | | | | |
Undeveloped | 4,531 | | 65 | | 10 | | 339 | | 4,662 | | | | |
Total Proved | 5,697 | | 87 | | 59 | | 1,745 | | 6,135 | | | | |
Probable | 3,227 | | 71 | | 28 | | 878 | | 3,472 | | | | |
Total Proved Plus Probable | 8,924 | | 158 | | 87 | | 2,622 | | 9,607 | | | | |
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 18 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Reserves | Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
Canada | | | | |
| |
| |
|
Proved | | | | | | | | | |
Developed Producing | 892 | | 20 | | 34 | | 1,004 | | 1,113 |
Developed Non-Producing | 18 | | 1 | | 1 | | 29 | | 25 |
Undeveloped | 3,524 | | 63 | | 8 | | 312 | | 3,646 |
Total Proved | 4,434 | | 83 | | 43 | | 1,345 | | 4,784 |
Probable | 2,353 | | 61 | | 20 | | 689 | | 2,548 |
Total Proved Plus Probable | 6,787 | | 144 | | 63 | | 2,033 | | 7,333 |
| | | | | | | | | |
China | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | — | | — | | 7 | | 184 | | 38 |
Developed Non-Producing | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — |
Total Proved | — | | — | | 7 | | 184 | | 38 |
Probable | — | | — | | 2 | | 68 | | 14 |
Total Proved Plus Probable | — | | — | | 9 | | 253 | | 52 |
| | | | | | | | | |
Indonesia | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | — | | — | | 1 | | 78 | | 14 |
Developed Non-Producing | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — |
Total Proved | — | | — | | 1 | | 78 | | 14 |
Probable | — | | — | | — | | 29 | | 5 |
Total Proved Plus Probable | — | | — | | 1 | | 106 | | 19 |
| | | | | | | | | |
Total Company | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | 892 | | 20 | | 42 | | 1,266 | | 1,165 |
Developed Non-Producing | 18 | | 1 | | 1 | | 29 | | 25 |
Undeveloped | 3,524 | | 63 | | 8 | | 312 | | 3,646 |
Total Proved | 4,434 | | 83 | | 51 | | 1,607 | | 4,836 |
Probable | 2,353 | | 61 | | 22 | | 786 | | 2,567 |
Total Proved Plus Probable | 6,787 | | 144 | | 74 | | 2,392 | | 7,403 |
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 19 |
Summary of Net Present Value of Future Net Revenue as at December 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discounted at % per year | | Unit Value Discounted at 10% (1) |
Before Income Taxes ($ millions) | 0% | | 5% | | 10% | | 15% | | 20% | | $/BOE |
Canada | | | | | | | | | | | |
Proved | | | | | | | | | | | |
Developed Producing | 24,298 | | 25,654 | | 23,783 | | 21,762 | | 19,966 | | 21.37 |
Developed Non-Producing | 835 | | 697 | | 593 | | 515 | | 453 | | 24.01 |
Undeveloped | 138,450 | | 64,256 | | 35,381 | | 21,954 | | 14,762 | | 9.70 |
Total Proved | 163,584 | | 90,607 | | 59,757 | | 44,231 | | 35,181 | | 12.49 |
Probable | 146,848 | | 45,141 | | 21,170 | | 13,200 | | 9,583 | | 8.31 |
Total Proved Plus Probable | 310,432 | | 135,748 | | 80,927 | | 57,432 | | 44,763 | | 11.04 |
| | | | | | | | | | | |
China | | | | | | | | | | | |
Proved | | | | | | | | | | | |
Developed Producing | 1,977 | | 1,800 | | 1,653 | | 1,529 | | 1,425 | | 43.57 |
Developed Non-Producing | — | | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — | | — |
Total Proved | 1,977 | | 1,800 | | 1,653 | | 1,529 | | 1,425 | | 43.57 |
Probable | 857 | | 707 | | 594 | | 506 | | 438 | | 43.52 |
Total Proved Plus Probable | 2,834 | | 2,507 | | 2,246 | | 2,036 | | 1,862 | | 43.55 |
| | | | | | | | | | | |
Indonesia | | | | | | | | | | | |
Proved | | | | | | | | | | | |
Developed Producing | 324 | | 294 | | 269 | | 248 | | 230 | | 19.32 |
Developed Non-Producing | — | | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — | | — |
Total Proved | 324 | | 294 | | 269 | | 248 | | 230 | | 19.32 |
Probable | 239 | | 196 | | 164 | | 139 | | 120 | | 32.17 |
Total Proved Plus Probable | 563 | | 490 | | 433 | | 387 | | 349 | | 22.77 |
| | | | | | | | | | | |
Total Company | | | | | | | | | | | |
Proved | | | | | | | | | | | |
Developed Producing | 26,600 | | 27,748 | | 25,705 | | 23,539 | | 21,620 | | 22.07 |
Developed Non-Producing | 835 | | 697 | | 593 | | 515 | | 453 | | 24.01 |
Undeveloped | 138,450 | | 64,256 | | 35,381 | | 21,954 | | 14,762 | | 9.70 |
Total Proved | 165,885 | | 92,701 | | 61,679 | | 46,008 | | 36,835 | | 12.75 |
Probable | 147,944 | | 46,044 | | 21,928 | | 13,846 | | 10,140 | | 8.54 |
Total Proved Plus Probable | 313,829 | | 138,745 | | 83,607 | | 59,854 | | 46,975 | | 11.29 |
(1)Unit values have been calculated using Cenovus’s net reserves.
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 20 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Discounted at % per year |
After Income Taxes (1) ($ millions) | 0% | | 5% | | 10% | | 15% | | 20% |
Canada | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | 19,263 | | 21,246 | | 19,837 | | 18,181 | | 16,680 |
Developed Non-Producing | 686 | | 567 | | 479 | | 412 | | 361 |
Undeveloped | 106,654 | | 48,776 | | 26,417 | | 16,101 | | 10,620 |
Total Proved | 126,602 | | 70,588 | | 46,732 | | 34,694 | | 27,660 |
Probable | 112,479 | | 34,247 | | 16,011 | | 9,979 | | 7,242 |
Total Proved Plus Probable | 239,081 | | 104,835 | | 62,743 | | 44,673 | | 34,902 |
| | | | | | | | | |
China | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | 1,546 | | 1,405 | | 1,288 | | 1,189 | | 1,106 |
Developed Non-Producing | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — |
Total Proved | 1,546 | | 1,405 | | 1,288 | | 1,189 | | 1,106 |
Probable | 652 | | 537 | | 450 | | 383 | | 330 |
Total Proved Plus Probable | 2,198 | | 1,941 | | 1,737 | | 1,572 | | 1,436 |
| | | | | | | | | |
Indonesia | | | | | | | | | |
Proved | | | | | | | | | |
Developed Producing | 214 | | 194 | | 178 | | 164 | | 152 |
Developed Non-Producing | — | | — | | — | | — | | — |
Undeveloped | — | | — | | — | | — | | — |
Total Proved | 214 | | 194 | | 178 | | 164 | | 152 |
Probable | 153 | | 126 | | 106 | | 90 | | 78 |
Total Proved Plus Probable | 367 | | 320 | | 284 | | 254 | | 230 |
| | | | | | | | | |
Total Company | | | | | | | | | |
Developed Producing | 21,023 | | 22,845 | | 21,302 | | 19,534 | | 17,938 |
Developed Non-Producing | 686 | | 567 | | 479 | | 412 | | 361 |
Undeveloped | 106,654 | | 48,776 | | 26,417 | | 16,101 | | 10,620 |
Total Proved | 128,362 | | 72,187 | | 48,197 | | 36,047 | | 28,918 |
Probable | 113,284 | | 34,910 | | 16,566 | | 10,452 | | 7,650 |
Total Proved Plus Probable | 241,646 | | 107,096 | | 64,763 | | 46,499 | | 36,568 |
(1)Values are calculated by considering existing tax pools and tax circumstances for Cenovus in the consolidated evaluation of Cenovus’s oil and gas properties and taking into account current tax regulations. Values do not represent an estimate of the value at the legal entity level, which may be significantly different. For information about existing tax pools, please see Cenovus’s Consolidated Financial Statements for the year ended December 31, 2025.
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 21 |
Total Undiscounted Future Net Revenue as at December 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Revenue | | Royalties | | Operating Costs | | Development Costs | | Total Abandonment and Reclamation Costs (1) | | Future Net Revenue Before Income Taxes | | Income Taxes | | Future Net Revenue After Income Taxes |
Canada | | | | | | | | | | | | | | | |
Total Proved | 462,382 | | 102,452 | | 131,968 | | 51,119 | | 13,260 | | 163,584 | | 36,981 | | 126,602 | |
Total Proved Plus Probable | 814,922 | | 194,998 | | 209,248 | | 85,641 | | 14,603 | | 310,432 | | 71,351 | | 239,081 |
| | | | | | | | | | | | | | | |
China | | | | | | | | | | | | | | | |
Total Proved | 3,011 | | 231 | | 673 | | 79 | | 51 | | 1,977 | | 431 | | 1,546 | |
Total Proved Plus Probable | 4,105 | | 315 | | 820 | | 85 | | 52 | | 2,834 | | 636 | | 2,198 |
| | | | | | | | | | | | | | | |
Indonesia | | | | | | | | | | | | | | | |
Total Proved | 1,237 | | 348 | | 530 | | — | | 35 | | 324 | | 110 | | 214 | |
Total Proved Plus Probable | 1,873 | | 649 | | 626 | | — | | 36 | | 563 | | 196 | | 367 |
| | | | | | | | | | | | | | | |
Total Company | | | | | | | | | | | | | | | |
Total Proved | 466,630 | | 103,031 | | 133,170 | | 51,199 | | 13,346 | | 165,885 | | 37,523 | | 128,362 | |
Total Proved Plus Probable | 820,900 | | 195,962 | | 210,693 | | 85,726 | | 14,691 | | 313,829 | | 72,183 | | 241,646 |
(1)Total abandonment and reclamation costs included for all wells, facilities and other liabilities, known and existing, and to be incurred as a result of future development activity.
Future Net Revenue by Product Type as at December 31, 2025
| | | | | | | | | | | | | | |
Reserves Category | Product Types | Future Net Revenue Before Income Taxes Discounted at 10% per Year ($ millions) | | Unit Value Discounted at 10% per Year (1) ($/BOE) |
Total Proved | Bitumen | 58,272 | | 13.14 |
| Light and Medium Oil (2) | 1,165 | | 10.30 |
| Conventional Natural Gas (3) | 2,242 | | 7.75 |
| Total | 61,679 | | 12.75 |
Total Proved Plus | Bitumen | 76,102 | | 11.21 |
Probable | Light and Medium Oil (2) | 3,837 | | 20.63 |
| Conventional Natural Gas (3) | 3,668 | | 8.52 |
| Total | 83,607 | | 11.29 |
(1)Unit values have been calculated using Cenovus’s net reserves.
(2)Includes solution gas and other byproducts, which includes NGLs.
(3)Includes other byproducts, which includes NGLs, but excludes solution gas.
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 22 |
Future Development Costs
The following table outlines undiscounted future development costs deducted in the estimation of FNR by reserves category:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | Remainder | | Total |
Canada | | | | | | | | | | | | | |
Total Proved | 2,896 | | 2,827 | | 2,363 | | 2,432 | | 2,131 | | 38,472 | | 51,119 |
Total Proved Plus Probable | 3,025 | | 2,950 | | 2,690 | | 2,370 | | 2,284 | | 72,322 | | 85,641 |
| | | | | | | | | | | | | |
China | | | | | | | | | | | | | |
Total Proved | 55 | | 14 | | 5 | | 5 | | — | | — | | 79 |
Total Proved Plus Probable | 55 | | 14 | | 5 | | 5 | | 6 | | — | | 85 |
| | | | | | | | | | | | | |
Indonesia | | | | | | | | | | | | | |
Total Proved | — | | — | | — | | — | | — | | — | | — |
Total Proved Plus Probable | — | | — | | — | | — | | — | | — | | — |
| | | | | | | | | | | | | |
Total Company | | | | | | | | | | | | | |
Total Proved | 2,951 | | 2,840 | | 2,368 | | 2,437 | | 2,131 | | 38,472 | | 51,199 |
Total Proved Plus Probable | 3,080 | | 2,963 | | 2,696 | | 2,376 | | 2,289 | | 72,322 | | 85,726 |
Cenovus believes that existing cash and cash equivalents balances, internally generated cash flows, existing credit facilities, management of its asset portfolio and access to capital markets will be sufficient to fund the Company’s future development costs. However, there can be no guarantee that the necessary funds will be available or that Cenovus will allocate funding to develop all of its reserves. Failure to develop those reserves would have a negative impact on the Company’s FNR.
The interest or other costs of external funding are not included in the reserves and FNR estimates and would reduce FNR depending upon the funding sources utilized. Cenovus does not believe that interest or other funding costs would make development of any property uneconomic.
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 23 |
Reserves Reconciliation as at December 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross Reserves, Total Proved | Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
Canada | | | | | | | | | |
As at December 31, 2024 | 5,179 | | | 91 | | | 57 | | | 1,560 | | | 5,587 | |
Extensions and Improved Recovery | 277 | | | 5 | | | 6 | | | 206 | | | 321 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (177) | | | (1) | | | (4) | | | (98) | | | (200) | |
Economic Factors | (1) | | | (1) | | | (1) | | | (14) | | | (5) | |
Acquisitions | 678 | | | — | | | — | | | 5 | | | 679 | |
Dispositions | (24) | | | — | | | — | | | — | | | (24) | |
Production (1) | (234) | | | (7) | | | (8) | | | (217) | | | (285) | |
As at December 31, 2025 | 5,697 | | | 87 | | | 50 | | | 1,441 | | | 6,074 | |
| | | | | | | | | |
China | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 9 | | | 236 | | | 49 | |
Extensions and Improved Recovery | — | | | — | | | — | | | — | | | — | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | 1 | | | 28 | | | 6 | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | (2) | | | (70) | | | (14) | |
As at December 31, 2025 | — | | | — | | | 8 | | | 195 | | | 41 | |
| | | | | | | | | |
Indonesia | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 3 | | | 154 | | | 29 | |
Extensions and Improved Recovery | — | | | — | | | — | | | 5 | | | 1 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | (2) | | | (18) | | | (5) | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | — | | | (32) | | | (6) | |
As at December 31, 2025 | — | | | — | | | 1 | | | 109 | | | 19 | |
| | | | | | | | | |
Total Company | | | | | | | | | |
As at December 31, 2024 | 5,179 | | | 91 | | | 69 | | | 1,950 | | | 5,664 | |
Extensions and Improved Recovery | 277 | | | 5 | | | 6 | | | 211 | | | 322 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (177) | | | (1) | | | (5) | | | (88) | | | (198) | |
Economic Factors | (1) | | | (1) | | | (1) | | | (14) | | | (5) | |
Acquisitions | 678 | | | — | | | — | | | 5 | | | 679 | |
Dispositions | (24) | | | — | | | — | | | — | | | (24) | |
Production (1) | (234) | | | (7) | | | (11) | | | (319) | | | (305) | |
As at December 31, 2025 | 5,697 | | | 87 | | | 59 | | | 1,745 | | | 6,135 | |
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 24 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross Reserves, Probable | Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
Canada | | | | | | | | | |
As at December 31, 2024 | 2,500 | | | 77 | | | 34 | | | 942 | | | 2,767 | |
Extensions and Improved Recovery | (22) | | | 2 | | | 3 | | | 128 | | | 4 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (46) | | | (7) | | | (12) | | | (313) | | | (118) | |
Economic Factors | — | | | — | | | — | | | (3) | | | (1) | |
Acquisitions | 804 | | | — | | | — | | | 1 | | | 804 | |
Dispositions | (9) | | | — | | | — | | | — | | | (9) | |
Production (1) | — | | | — | | | — | | | — | | | — | |
As at December 31, 2025 | 3,227 | | | 71 | | | 24 | | | 754 | | | 3,448 | |
| | | | | | | | | |
China | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 3 | | | 83 | | | 17 | |
Extensions and Improved Recovery | — | | | — | | | — | | | — | | | — | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | — | | | (11) | | | (2) | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | — | | | — | | | — | |
As at December 31, 2025 | — | | | — | | | 3 | | | 72 | | | 15 | |
| | | | | | | | | |
Indonesia | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 1 | | | 47 | | | 9 | |
Extensions and Improved Recovery | — | | | — | | | — | | | 4 | | | 1 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | — | | | 1 | | | — | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | — | | | — | | | — | |
As at December 31, 2025 | — | | | — | | | 1 | | | 51 | | | 9 | |
| | | | | | | | | |
Total Company | | | | | | | | | |
As at December 31, 2024 | 2,500 | | | 77 | | | 37 | | | 1,071 | | | 2,793 | |
Extensions and Improved Recovery | (22) | | | 2 | | | 3 | | | 131 | | | 4 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (46) | | | (7) | | | (12) | | | (323) | | | (120) | |
Economic Factors | — | | | — | | | — | | | (3) | | | (1) | |
Acquisitions | 804 | | | — | | | — | | | 1 | | | 804 | |
Dispositions | (9) | | | — | | | — | | | — | | | (9) | |
Production (1) | — | | | — | | | — | | | — | | | — | |
As at December 31, 2025 | 3,227 | | | 71 | | | 28 | | | 878 | | | 3,472 | |
| | | | | |
Cenovus Energy Inc. – 2025 Annual Information Form | 25 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross Reserves, Total Proved Plus Probable | Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
Canada | | | | | | | | | |
As at December 31, 2024 | 7,679 | | | 168 | | | 90 | | | 2,501 | | | 8,354 | |
Extensions and Improved Recovery | 255 | | | 6 | | | 9 | | | 333 | | | 325 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (223) | | | (9) | | | (17) | | | (411) | | | (318) | |
Economic Factors | (1) | | | — | | | (1) | | | (17) | | | (5) | |
Acquisitions | 1,482 | | | — | | | — | | | 6 | | | 1,483 | |
Dispositions | (32) | | | — | | | — | | | — | | | (32) | |
Production (1) | (234) | | | (7) | | | (8) | | | (217) | | | (285) | |
As at December 31, 2025 | 8,924 | | 158 | | 74 | | 2,196 | | 9,522 | |
| | | | | | | | | |
China | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 12 | | | 319 | | | 65 | |
Extensions and Improved Recovery | — | | | — | | | — | | | — | | | — | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | 1 | | | 18 | | | 4 | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | (2) | | | (70) | | | (14) | |
As at December 31, 2025 | — | | | — | | | 11 | | 267 | | 55 | |
| | | | | | | | | |
Indonesia | | | | | | | | | |
As at December 31, 2024 | — | | | — | | | 4 | | | 200 | | | 38 | |
Extensions and Improved Recovery | — | | | — | | | — | | | 9 | | | 1 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | — | | | — | | | (2) | | | (17) | | | (4) | |
Economic Factors | — | | | — | | | — | | | — | | | — | |
Acquisitions | — | | | — | | | — | | | — | | | — | |
Dispositions | — | | | — | | | — | | | — | | | — | |
Production | — | | | — | | | — | | | (32) | | | (6) | |
As at December 31, 2025 | — | | | — | | | 2 | | 160 | | 29 | |
| | | | | | | | | |
Total Company | | | | | | | | | |
As at December 31, 2024 | 7,679 | | | 168 | | | 107 | | | 3,021 | | | 8,457 | |
Extensions and Improved Recovery | 255 | | | 6 | | | 9 | | | 342 | | | 327 | |
Discoveries | — | | | — | | | — | | | — | | | — | |
Technical Revisions | (223) | | | (9) | | | (17) | | | (410) | | | (318) | |
Economic Factors | (1) | | | — | | | (1) | | | (17) | | | (5) | |
Acquisitions | 1,482 | | | — | | | — | | | 6 | | | 1,483 | |
Dispositions | (32) | | | — | | | — | | | — | | | (32) | |
Production (1) | (234) | | | (7) | | | (11) | | | (319) | | | (305) | |
As at December 31, 2025 | 8,924 | | | 158 | | | 87 | | | 2,622 | | | 9,607 | |
(1)Production used for the reserves reconciliation differs from publicly reported production. In accordance with NI 51-101, gross production used for the reserves reconciliation above includes Cenovus’s share of its conventional natural gas production provided to FCCL for steam generation, but does not include royalty interest production.
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Cenovus Energy Inc. – 2025 Annual Information Form | 26 |
The following developments occurred in 2025 compared with 2024:
•Bitumen gross total proved and gross total proved plus probable reserves increased by 518 million barrels and 1,245 million barrels, respectively. The changes were due to the MEG Acquisition, extensions due to continuing development of, and updates to development plans for the Oil Sands segment, and technical revisions due to improvements to recovery performance at Sunrise and Lloydminster thermal. These increases were partially offset by current year production and negative technical revisions resulting from recovery factor changes at Christina Lake and Foster Creek, and a minor disposition at Lloydminster thermal.
•Light and medium oil gross total proved and gross total proved plus probable reserves decreased by four million barrels and 10 million barrels, respectively. The changes were due to current year production and negative technical revisions due to updates to the Conventional segment development plans. These decreases were partially offset by extensions due to updates to the Conventional segment development plans.
•NGLs gross total proved and gross total proved plus probable reserves decreased by 10 million barrels and 20 million barrels, respectively. The changes were due to current year production, negative technical revisions due to updates to the Conventional segment development plans and negative technical revisions due to reductions to recovery performance in Indonesia. These reductions were partially offset by extensions due to updates to the Conventional segment development plans and technical revisions due to improvements to recovery performance in China.
•Conventional natural gas gross total proved and gross total proved plus probable reserves decreased by 205 billion cubic feet and 399 billion cubic feet, respectively. The changes were due to current year production, negative technical revisions due to updates to the Conventional segment development plans and negative technical revisions due to reductions to recovery performance in Indonesia. These reductions were partially offset by extensions due to updates to the Conventional segment development plans, technical revisions due to increases to original natural gas in place volumes in China and minor acquisitions in the Conventional segment.
Undeveloped Reserves
Proved and probable undeveloped reserves have been estimated by the IQREs in accordance with procedures and standards contained in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the “COGE Handbook”). Undeveloped reserves are scheduled to be produced within the next 50 years.
The undeveloped tables presented here reflect Cenovus’s gross reserves and the product type groups reported above.
Proved Undeveloped (Gross Reserves)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
| First Attributed | Total | | First Attributed | Total | | First Attributed | Total | | First Attributed | Total | | First Attributed | Total |
2023 | 105 | | 4,316 | | | 1 | | 5 | | | 2 | | 12 | | | 64 | | 347 | | | 119 | | 4,390 | |
2024 | 94 | | 4,237 | | | 61 | | 63 | | | 3 | | 12 | | | 101 | | 371 | | | 175 | | 4,374 | |
2025 | 660 | | 4,531 | | | 3 | | 65 | | | 4 | | 10 | | | 156 | | 339 | | | 693 | | 4,662 | |
Probable Undeveloped (Gross Reserves)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bitumen (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (Bcf) | | Total (MMBOE) |
| First Attributed | Total | | First Attributed | Total | | First Attributed | Total | | First Attributed | Total | | First Attributed | Total |
2023 | 84 | | 2,320 | | | 4 | | 119 | | | 4 | | 21 | | | 106 | | 561 | | | 109 | | 2,553 | |
2024 | 100 | | 2,330 | | | 6 | | 70 | | | 6 | | 20 | | | 187 | | 569 | | | 143 | | 2,515 | |
2025 | 774 | | 3,012 | | | 2 | | 64 | | | 5 | | 15 | | | 185 | | 492 | | | 812 | | 3,173 | |
Development of Proved and Probable Undeveloped Reserves
Bitumen
Cenovus’s bitumen reserves are entirely within the Oil Sands segment. Gross proved undeveloped bitumen reserves of 4,531 million barrels account for approximately 80 percent of the Company’s total gross proved bitumen reserves. Of Cenovus’s 3,227 million barrels of gross probable bitumen reserves, 3,012 million barrels, or approximately 93 percent, are undeveloped. Based on the evaluation of these reserves, Cenovus anticipates that the reserves will be recovered using SAGD, except for the heavy crude oil, which is not material.
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Cenovus Energy Inc. – 2025 Annual Information Form | 27 |
Typical SAGD project development involves the initial installation of a steam generation facility, at a cost much greater than drilling a production/injection well pair, and then progressively drilling sufficient SAGD well pairs to fully utilize the available steam.
Bitumen reserves can be classified as proved when there is sufficient stratigraphic drilling to demonstrate, with a high degree of certainty, the presence of bitumen in commercially recoverable volumes. McDaniel’s standard for sufficient drilling in a fluvial SAGD formation is a minimum of eight stratigraphic wells per section with 3D seismic or 16 stratigraphic wells per section with no seismic. Additionally, operator funding approvals must be in place, a reasonable development timetable must be established and all requisite legal and regulatory approvals must have been obtained. Proved developed bitumen reserves are differentiated from proved undeveloped bitumen reserves by the presence of drilled production/injection well pairs at the reserves estimation effective date. Because a steam generation facility has a long life relative to well pairs, in the early stages of a SAGD project, only a small portion of proved reserves will be developed as the number of well pairs drilled will be limited by the available steam capacity.
Recognition of probable reserves requires sufficient drilling of stratigraphic wells to establish reservoir suitability for SAGD. McDaniel’s standard for probable reserves is a minimum of four stratigraphic wells per section. Reserves will be classified by McDaniel as probable if the number of stratigraphic wells drilled falls between their proved reserves and probable reserves requirements. In Alberta, if the reserves are located outside of an approved development area, but within an approved project area, they will be classified as probable reserves as long as they exceed the minimum stratigraphic well requirement. If reserves lie outside an approved development area, approval to include those reserves in the development area must be obtained before development drilling of SAGD well pairs can commence.
Development of the Christina Lake, Foster Creek, Lloydminster thermal and Sunrise proved and probable undeveloped reserves will take place in an orderly manner as additional well pairs are drilled to utilize the available steam capacity when existing well pairs reach the end of their steam injection phase. The forecasted production of Cenovus’s proved and proved plus probable SAGD bitumen reserves extends approximately 41 years and 50 years, respectively. Production of the current proved developed portion is estimated to take approximately 21 years.
Light and Medium Oil, NGLs and Conventional Natural Gas
Cenovus’s Conventional segment gross proved undeveloped and gross proved plus probable undeveloped reserves of light and medium oil, NGLs and conventional natural gas are approximately one percent and two percent, respectively, of the Company’s gross total proved and gross total proved plus probable reserves. Cenovus plans to develop the Conventional segment’s proved and proved plus probable undeveloped reserves over the next five years and 10 years, respectively. Decisions on the priority and timing of developing the various proved and probable undeveloped reserves, including decisions to defer development of proved and probable undeveloped reserves beyond two years, are based on various factors including strategic considerations, changing economic conditions, changes to government regulations including the setting of production limits, technical performance, development plan optimization, facility capacity, pipeline constraints and the size of the development program. The development opportunities are advanced at a pace dependent on capital availability and its allocation in accordance with Cenovus’s business plans.
Cenovus’s Offshore segment gross proved plus probable undeveloped reserves of light and medium oil, NGLs and conventional natural gas are approximately one percent of the Company’s gross total proved plus probable reserves. The proved and probable undeveloped reserves attributed to the West White Rose project are currently scheduled to be on stream in 2026.
Significant Factors or Uncertainties Affecting Reserves Data
The evaluation of reserves is a continuous process that can be significantly impacted by a variety of internal and external influences. Revisions are often required resulting from changes in pricing, costs, economic conditions, regulatory changes, historical performance and other factors. While these factors can be considered and potentially anticipated, certain judgments and assumptions are always required. As new information becomes available, these areas are reviewed and revised accordingly. For a discussion of the risk factors and uncertainties affecting Cenovus’s reserves data, see the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
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Cenovus Energy Inc. – 2025 Annual Information Form | 28 |
Other Oil and Gas Information
Oil and Gas Properties and Wells
The following tables summarizes producing and non-producing wells in which Cenovus has a working interest, as at December 31, 2025:
Producing Wells
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Crude Oil | | Natural Gas | | Total |
| Gross | Net | | Gross | Net | | Gross | Net |
Canada | | | | | | | | |
Oil Sands (1) | 3,055 | | 2,928 | | | 341 | | 290 | | | 3,396 | | 3,218 | |
Conventional (2) | 597 | | 428 | | | 3,745 | | 2,928 | | | 4,342 | | 3,356 | |
Offshore – Atlantic (3) | 38 | | 18 | | | — | | — | | | 38 | | 18 | |
| 3,690 | | 3,374 | | | 4,086 | | 3,218 | | | 7,776 | | 6,592 | |
International (4) | | | | | | | | |
Offshore – China | — | | — | | | 17 | | 10 | | | 17 | | 10 | |
Offshore – Indonesia | — | | — | | | 13 | | 5 | | | 13 | | 5 | |
| — | | — | | | 30 | | 15 | | | 30 | | 15 | |
Total | 3,690 | | 3,374 | | | 4,116 | | 3,233 | | | 7,806 | | 6,607 | |
(1)Includes 2,193 gross producing wells (2,052 net producing wells) located in Alberta and 1,203 gross producing wells (1,166 net producing wells) located in Saskatchewan.
(2)Includes 3,857 gross producing wells (2,941 net producing wells) located in Alberta and 485 gross producing wells (415 net producing wells) located in British Columbia.
(3)Atlantic wells are located in Newfoundland and Labrador.
(4)China wells are located in the South China Sea. Indonesia wells are located in the Madura Strait BD, MDA, MBH and MAC fields.
Non-Producing Wells (1)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Crude Oil | | Natural Gas | | Total |
| Gross | Net | | Gross | Net | | Gross | Net |
Canada | | | | | | | | |
Oil Sands (2) | 7,886 | | 7,163 | | | 932 | | 809 | | | 8,818 | | 7,972 | |
Conventional (3) | 537 | | 467 | | | 1,483 | | 1,173 | | | 2,020 | | 1,640 | |
Offshore – Atlantic (4) | 3 | | 2 | | | — | | — | | | 3 | | 2 | |
| 8,426 | | 7,632 | | | 2,415 | | 1,982 | | | 10,841 | | 9,614 | |
International | | | | | | | | |
Offshore – China | — | | — | | | — | | — | | | — | | — | |
Offshore – Indonesia (5) | — | | — | | | 1 | | — | | | 1 | | — | |
| — | | — | | | 1 | | — | | | 1 | | — | |
Total | 8,426 | | 7,632 | | | 2,416 | | 1,982 | | | 10,842 | | 9,614 | |
(1)Non-producing wells include wells that are capable of producing, but which are currently not producing. Non-producing wells do not include other types of wells such as stratigraphic test wells, service wells or wells that have been abandoned.
(2)Includes 3,405 gross non-producing wells (2,986 net non-producing wells) located in Alberta and 5,413 gross non-producing wells (4,986 net non-producing wells) located in Saskatchewan.
(3)Includes 1,886 gross non-producing wells (1,539 net non-producing wells) located in Alberta, 97 gross non-producing wells (69 net non-producing wells) located in British Columbia, 36 gross non-producing wells (31 net non-producing wells) located in Saskatchewan and 1 gross non-producing wells (1 net non-producing wells) in Manitoba.
(4)Atlantic wells are located in Newfoundland and Labrador.
(5)Indonesia wells are located in the Madura Strait BD field.
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Cenovus Energy Inc. – 2025 Annual Information Form | 29 |
Exploration and Development Activity
The following tables summarizes Cenovus’s gross and net interest in wells drilled in 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Offshore (1) | | | |
| Oil Sands (2) (3) | | Conventional (1) (2) | | Atlantic (2) | | China | | Indonesia | | Total |
| Gross | Net | | Gross | Net | | Gross | Net | | Gross | Net | | Gross | Net | | Gross | Net |
Crude Oil | 419 | | 419 | | | 24 | | 20 | | | — | | — | | | — | | — | | | — | | — | | | 443 | | 439 | |
Natural Gas | — | | — | | | 36 | | 33 | | | — | | — | | | — | | — | | | — | | — | | | 36 | | 33 | |
| | | | | | | | | | | | | | | | | |
Total | 419 | | 419 | | | 60 | | 53 | | | — | | — | | | — | | — | | | — | | — | | | 479 | | 472 | |
(1)No exploration wells were drilled in the Conventional and Offshore segments.
(2)Oil Sands, Conventional and Atlantic consist only of wells located in Canada.
(3)Includes 63 exploration wells drilled in the Oil Sands segment.
During the year ended December 31, 2025, the Company drilled 144 gross stratigraphic test wells (144 net wells), 91 gross observation wells (91 net wells) and 88 gross conventional heavy oil wells (88 net wells) in the Oil Sands segment. SAGD well pairs are counted as a single oil producing well in the table above. During the year ended December 31, 2025, 96 gross SAGD well pairs were drilled (96 net well pairs).
During the year ended December 31, 2025, six service wells were drilled in the Oil Sands segment. No service wells or stratigraphic test wells were drilled in the Conventional segment in 2025. No dry holes were drilled in the Oil Sands, Conventional and Offshore segments in 2025.
For all types of wells except stratigraphic test and observation wells, the calculation of the number of wells is based on the number of surface locations. For stratigraphic test and observation wells, the calculation is based on the number of bottomhole locations.
Development activities were focused on sustaining bitumen production across the Oil Sands segment and the production and de-risking of resource potential for the Conventional segment properties.
Properties With No Attributed Reserves
The following table summarizes Cenovus’s unproved acreage as at December 31, 2025:
| | | | | | | | | | | |
(thousands of acres) | Gross | | Net |
| | | |
Canada | 9,222 | | | 7,961 | |
China | 1,923 | | | 1,440 | |
Indonesia | 616 | | | 246 | |
Total | 11,761 | | | 9,647 | |
For lands in which Cenovus holds multiple leases under the same surface area, both gross areas and net areas have been counted for each lease.
Cenovus has rights to explore, develop and exploit approximately 326,054 unproved net acres in Canada that may expire by December 31, 2026, which relate entirely to Crown and freehold properties. The Oil Sands and Conventional segments include 188,579 unproved net acres and the remaining 137,475 unproved net acres relate to an exploration licence in the Offshore segment, which expired in January 2026. There are no expiries for China or Indonesia within the next year.
The Company has a liability of approximately $3 million related to exploration licences in the Atlantic region. The Company has commitments totalling approximately $34 million related to exploration to be completed in China on timelines to be agreed with CNOOC.
Properties with no attributed reserves include Crown lands where bitumen contingent and prospective resources have been identified and Crown lands where exploration activities to date have not identified potential reserves in commercial quantities. The Company regularly reviews the economic viability of these unproved properties on the basis of product pricing, capital availability and level of related infrastructure development. From this process, some properties are selected for future development activity while others are retained as inactive, sold, swapped or relinquished back to the mineral rights owner.
Additional Information Concerning Abandonment and Reclamation Costs
The estimated total future abandonment and reclamation costs for surface and subsea existing wells, facilities, and infrastructure is based on management’s estimate of costs to remediate, reclaim, and abandon wells and facilities having regard to Cenovus’s working interest and the estimated timing of the costs to be incurred in future periods. Cenovus has developed a process to calculate these estimates, which considers applicable regulations, actual and anticipated costs, type and size of the well or facility and the geographic location.
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Cenovus Energy Inc. – 2025 Annual Information Form | 30 |
Cenovus has estimated undiscounted and uninflated future abandonment and reclamation costs for its existing upstream assets of approximately $7.7 billion (approximately $3.2 billion, discounted at 10 percent) as at December 31, 2025, of which the Company expects to pay $590 million in the next three years. Estimated future abandonment and reclamation costs and payment excludes values attributed to Cenovus’s 30 percent equity interest in Duvernay and 40 percent equity interest in HCML as such values are immaterial.
The Company deposits cash into restricted accounts that will be used to fund decommissioning liabilities in offshore China in accordance with the provisions of the regulations of the People’s Republic of China. As at December 31, 2025, $256 million (December 31, 2024 – $241 million) was deposited in restricted accounts in the Company’s Consolidated Financial Statements.
Of the undiscounted future abandonment and reclamation costs to be incurred over the life of Cenovus’s total proved reserves, approximately $13.3 billion has been deducted in estimating the FNR, which represents the Company’s total existing estimated abandonment and reclamation costs, plus all forecast estimates of abandonment and reclamation costs attributable to future development activity associated with the reserves.
Tax Outlook
Consistent with 2026 guidance dated December 10, 2025, and available on the Company’s website at cenovus.com, the Company expects to pay cash taxes of $1.0 billion to $1.3 billion in 2026. This estimate could vary significantly if underlying assumptions change with respect to commodity prices, capital spending levels, and acquisition and disposition transactions.
Costs Incurred
| | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Canada | | China | | Indonesia | | 2025 |
Acquisitions | | | | | | | |
Unproved | 174 | | | — | | | — | | | 174 | |
Proved | 9,990 | | | — | | | — | | | 9,990 | |
Total Acquisitions | 10,164 | | | — | | | — | | | 10,164 | |
Exploration Costs | 87 | | | — | | | — | | | 87 | |
Development Costs | 4,179 | | | 86 | | | — | | | 4,265 | |
Total Costs Incurred | 14,430 | | | 86 | | | — | | | 14,516 | |
| | | | | | | | | | | | | | | | | | | | | | | |
($ millions) | Canada | | China | | Indonesia | | 2024 |
Acquisitions | | | | | | | |
Unproved | 7 | | | — | | | — | | | 7 | |
Proved | 15 | | | — | | | — | | | 15 | |
Total Acquisitions | 22 | | | — | | | — | | | 22 | |
Exploration Costs | 27 | | | 38 | | | — | | | 65 | |
Development Costs | 4,205 | | | 30 | | | (5) | | | 4,230 | |
Total Costs Incurred | 4,254 | | | 68 | | | (5) | | | 4,317 | |
Forward Contracts
Cenovus may use financial derivatives to manage its exposure to fluctuations in commodity prices, foreign exchange and interest rates. The Company may also enter into arrangements, such as renewable power contracts or power swaps, to manage exposure to future carbon compliance costs, power prices, energy costs associated with the production, transportation and refining of crude oil, or to offset select carbon emissions. A description of such instruments is provided in the notes to the Company’s Consolidated Financial Statements for the year ended December 31, 2025.
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Cenovus Energy Inc. – 2025 Annual Information Form | 31 |
Production Estimates
The following table summarizes the 2026 estimated gross production of Cenovus’s gross reserves for all properties held on December 31, 2025, using forecast prices and costs, which will be produced in Canada, China and Indonesia. These estimates assume certain activities take place, such as the development of undeveloped reserves and that there are no acquisitions or divestitures.
| | | | | | | | | | | |
| Total Proved | | Total Proved Plus Probable |
Canada | | | |
Bitumen (1) (Mbbls/d) | 745.6 | | | 775.6 | |
Light and Medium Oil (Mbbls/d) | 29.9 | | | 35.5 | |
NGLs (Mbbls/d) | 19.4 | | | 20.8 | |
Conventional Natural Gas (MMcf/d) | 556.4 | | | 597.3 | |
Total (MBOE/d) | 887.7 | | | 931.5 | |
| | | |
China | | | |
| | | |
| | | |
NGLs (Mbbls/d) | 7.9 | | | 8.6 | |
Conventional Natural Gas (MMcf/d) | 168.0 | | | 182.6 | |
Total (MBOE/d) | 35.9 | | | 39.0 | |
| | | |
Indonesia | | | |
| | | |
| | | |
NGLs (Mbbls/d) | 0.8 | | | 1.1 | |
Conventional Natural Gas (MMcf/d) | 76.8 | | | 83.0 | |
Total (MBOE/d) | 13.6 | | | 14.9 | |
| | | |
Total Company | | | |
Bitumen (1) (Mbbls/d) | 745.6 | | | 775.6 | |
Light and Medium Oil (Mbbls/d) | 29.9 | | | 35.5 | |
NGLs (Mbbls/d) | 28.2 | | | 30.5 | |
Conventional Natural Gas (MMcf/d) | 801.2 | | | 862.8 | |
Total (1) (MBOE/d) | 937.2 | | | 985.4 | |
(1)Includes Foster Creek production of 217.6 thousand barrels per day for total proved and 224.2 thousand barrels per day for total proved plus probable, and Christina Lake production of 354.1 thousand barrels per day for total proved and 365.1 thousand barrels per day for total proved plus probable.
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Cenovus Energy Inc. – 2025 Annual Information Form | 32 |
Production History and Per-Unit Results
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2025 | | Q4 | | Q3 | | Q2 | | Q1 |
Canada | | | | | | | | | |
Bitumen | | | | | | | | | |
| | | | | | | | | |
Foster Creek | 206.1 | | | 220.1 | | | 215.4 | | | 186.1 | | | 202.7 | |
Christina Lake | 254.3 | | | 308.9 | | | 251.7 | | | 217.9 | | | 237.8 | |
Sunrise | 53.8 | | | 60.3 | | | 52.4 | | | 50.3 | | | 52.1 | |
Lloydminster Thermal | 102.6 | | | 106.9 | | | 95.7 | | | 97.8 | | | 109.9 | |
Lloydminster Conventional Heavy Oil | 25.1 | | | 28.1 | | | 25.4 | | | 25.0 | | | 21.8 | |
Total Bitumen (1) (Mbbls/d) | 641.9 | | | 724.3 | | | 640.6 | | | 577.1 | | | 624.3 | |
| | | | | | | | | |
Light and Medium Oil (Mbbls/d) | 18.1 | | | 22.3 | | | 16.3 | | | 17.0 | | | 16.8 | |
NGLs (Mbbls/d) | 21.2 | | | 20.8 | | | 23.0 | | | 20.4 | | | 20.5 | |
Conventional Natural Gas (MMcf/d) | 593.1 | | | 579.0 | | | 606.9 | | | 585.7 | | | 600.7 | |
Total (MBOE/d) | 780.0 | | | 863.9 | | | 781.0 | | | 712.1 | | | 761.7 | |
| | | | | | | | | |
China | | | | | | | | | |
NGLs (Mbbls/d) | 6.3 | | | 5.8 | | | 3.1 | | | 7.9 | | | 8.8 | |
Conventional Natural Gas (MMcf/d) | 191.8 | | | 195.8 | | | 192.5 | | | 179.7 | | | 199.0 | |
Total (MBOE/d) | 38.3 | | | 38.4 | | | 35.2 | | | 37.9 | | | 42.0 | |
| | | | | | | | | |
Indonesia | | | | | | | | | |
NGLs (Mbbls/d) | 1.3 | | | 1.3 | | | 1.7 | | | 1.6 | | | 0.5 | |
Conventional Natural Gas (MMcf/d) | 87.5 | | | 85.6 | | | 90.1 | | | 86.0 | | | 88.2 | |
Total (MBOE/d) | 15.9 | | | 15.6 | | | 16.7 | | | 15.9 | | | 15.2 | |
| | | | | | | | | |
Total Company | | | | | | | | | |
Bitumen (1) (Mbbls/d) | 641.9 | | | 724.3 | | | 640.6 | | | 577.1 | | | 624.3 | |
| | | | | | | | | |
Light and Medium Oil (Mbbls/d) | 18.1 | | | 22.3 | | | 16.3 | | | 17.0 | | | 16.8 | |
NGLs (Mbbls/d) | 28.8 | | | 27.9 | | | 27.8 | | | 29.9 | | | 29.8 | |
Conventional Natural Gas (MMcf/d) | 872.4 | | | 860.4 | | | 889.5 | | | 851.4 | | | 887.9 | |
Total (1) (MBOE/d) | 834.2 | | | 917.9 | | | 832.9 | | | 765.9 | | | 818.9 | |
(1)Includes bitumen and heavy crude oil.
Netbacks
Netback is a non-GAAP financial measure commonly used in the oil and gas industry to assist in measuring operating performance. Our Netback calculation is substantially aligned with the definition found in the COGE Handbook. Netback is defined as gross sales less royalties, transportation and blending, and operating expenses. Netbacks do not reflect non-cash write-downs or reversals of product inventory until it is realized when the product is sold and exclude risk management activities. Condensate or butane (diluent) is blended with crude oil to transport it to market. Netback per barrel of oil equivalent contains a non-GAAP measure. Netbacks per barrel of oil equivalent reflect our margin on a per-barrel of oil equivalent basis. Per-unit measures are divided by sales volumes.
Realized Sales Price contains a non-GAAP measure. It includes our gross sales, purchased diluent costs and profit from optimization activities, such as cogeneration, third-party processing and trading. Conventional, Offshore and Asia Pacific Per-Unit Operating Expenses contain non-GAAP measures.
These Netbacks have been described and presented in this AIF to comply with the requirements of NI 51-101. This measure should not be considered in isolation or as a substitute for measures prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (the “IFRS Accounting Standards”). For further information on these measures, readers should refer to the section entitled Specified Financial Measures Advisory located in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
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Cenovus Energy Inc. – 2025 Annual Information Form | 33 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Canada | 2025 | | Q4 | | Q3 | | Q2 | | Q1 |
Foster Creek Bitumen ($/bbl) | | | | | | | | | |
Sales Price | 78.21 | | | 68.76 | | | 79.46 | | | 77.96 | | | 87.26 | |
Royalties | 14.40 | | | 11.04 | | | 16.86 | | | 12.23 | | | 17.40 | |
Transportation and Blending | 14.36 | | | 10.90 | | | 13.13 | | | 18.41 | | | 15.85 | |
Operating Expenses | 9.76 | | | 8.77 | | | 8.57 | | | 12.34 | | | 9.82 | |
Netback | 39.69 | | | 38.05 | | | 40.90 | | | 34.98 | | | 44.19 | |
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Christina Lake Bitumen ($/bbl) | | | | | | | | | |
Sales Price | 67.23 | | | 60.39 | | | 69.92 | | | 65.51 | | | 75.07 | |
Royalties | 15.21 | | | 11.63 | | | 17.49 | | | 14.19 | | | 18.48 | |
Transportation and Blending | 6.86 | | | 7.71 | | | 7.14 | | | 6.07 | | | 6.12 | |
Operating Expenses | 8.21 | | | 8.73 | | | 6.61 | | | 8.70 | | | 8.76 | |
Netback | 36.95 | | | 32.32 | | | 38.68 | | | 36.55 | | | 41.71 | |
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Sunrise Bitumen ($/bbl) | | | | | | | | | |
Sales Price | 75.79 | | | 67.88 | | | 79.50 | | | 70.07 | | | 87.30 | |
Royalties | 3.75 | | | 3.62 | | | 3.41 | | | 3.47 | | | 4.56 | |
Transportation and Blending | 15.42 | | | 13.81 | | | 14.97 | | | 15.28 | | | 18.07 | |
Operating Expenses | 17.53 | | | 15.36 | | | 17.45 | | | 20.26 | | | 17.55 | |
Netback | 39.09 | | | 35.09 | | | 43.67 | | | 31.06 | | | 47.12 | |
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Lloydminster Bitumen (1) ($/bbl) | | | | | | | | | |
Sales Price | 70.17 | | | 61.69 | | | 71.04 | | | 69.69 | | | 78.93 | |
Royalties | 8.18 | | | 7.37 | | | 8.06 | | | 8.74 | | | 8.61 | |
Transportation and Blending | 3.23 | | | 2.99 | | | 3.24 | | | 3.28 | | | 3.42 | |
Operating Expenses | 20.01 | | | 18.16 | | | 22.57 | | | 21.12 | | | 18.46 | |
Netback | 38.75 | | | 33.17 | | | 37.17 | | | 36.55 | | | 48.44 | |
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Total Bitumen (1) ($/bbl) | | | | | | | | | |
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Sales Price | 72.07 | | | 63.82 | | | 74.07 | | | 70.78 | | | 80.99 | |
Royalties | 12.61 | | | 10.02 | | | 14.28 | | | 11.43 | | | 15.03 | |
Transportation and Blending | 9.28 | | | 8.33 | | | 9.02 | | | 10.18 | | | 9.85 | |
Operating Expenses | 11.81 | | | 11.00 | | | 11.21 | | | 13.60 | | | 11.77 | |
Netback | 38.37 | | | 34.47 | | | 39.56 | | | 35.57 | | | 44.34 | |
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Light and Medium Oil ($/bbl) | | | | | | | | | |
Sales Price | 91.39 | | | 79.87 | | | 90.52 | | | 92.09 | | | 99.30 | |
Royalties | 5.73 | | | 5.81 | | | 5.13 | | | 6.95 | | | 5.49 | |
Transportation and Blending | 5.94 | | | 4.93 | | | 6.51 | | | 6.04 | | | 6.02 | |
Operating Expenses | 40.46 | | | 35.35 | | | 46.56 | | | 42.70 | | | 36.90 | |
Netback | 39.26 | | | 33.78 | | | 32.32 | | | 36.40 | | | 50.89 | |
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Conventional Natural Gas (2) ($/Mcf) | | | | | | | | | |
Sales Price | 3.13 | | | 3.69 | | | 2.01 | | | 2.77 | | | 4.11 | |
Royalties | 0.04 | | | 0.09 | | | — | | | 0.04 | | | 0.05 | |
Transportation and Blending | 0.65 | | | 0.64 | | | 0.68 | | | 0.69 | | | 0.60 | |
Operating Expenses | 1.64 | | | 1.35 | | | 1.72 | | | 1.66 | | | 1.82 | |
Netback | 0.80 | | | 1.61 | | | (0.39) | | | 0.38 | | | 1.64 | |
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NGLs (3) ($/bbl) | | | | | | | | | |
Sales Price | 51.83 | | | 50.40 | | | 45.44 | | | 47.56 | | | 64.91 | |
Royalties | 2.39 | | | 0.82 | | | 2.12 | | | 2.02 | | | 4.70 | |
Transportation and Blending | 11.27 | | | 12.71 | | | 9.85 | | | 9.69 | | | 13.00 | |
Operating Expenses | 9.82 | | | 8.11 | | | 10.31 | | | 9.93 | | | 10.92 | |
Netback | 28.35 | | | 28.76 | | | 23.16 | | | 25.92 | | | 36.29 | |
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(1)Includes bitumen and heavy crude oil.
(2)Includes natural gas volumes used for internal consumption by the Oil Sands segment.
(3)Includes butane and condensate used for internal consumption by the Oil Sands segment.
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Cenovus Energy Inc. – 2025 Annual Information Form | 34 |
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China | 2025 | | Q4 | | Q3 | | Q2 | | Q1 |
Conventional Natural Gas ($/Mcf) | | | | | | | | | |
Sales Price | 12.52 | | | 12.71 | | | 12.28 | | | 12.29 | | | 12.79 | |
Royalties | 0.66 | | | 0.67 | | | 0.65 | | | 0.65 | | | 0.68 | |
Transportation and Blending | — | | | — | | | — | | | — | | | — | |
Operating Expenses | 1.36 | | | 1.62 | | | 1.38 | | | 1.45 | | | 1.00 | |
Netback | 10.5 | | 10.42 | | | 10.25 | | | 10.19 | | | 11.11 | |
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NGLs ($/bbl) | | | | | | | | | |
Sales Price | 91.30 | | | 87.06 | | | 93.57 | | | 86.96 | | | 97.29 | |
Royalties | 12.71 | | | 13.83 | | | 5.38 | | | 13.39 | | | 13.96 | |
Transportation and Blending | — | | | — | | | — | | | — | | | — | |
Operating Expenses | 8.10 | | | 10.33 | | | 8.21 | | | 8.72 | | | 6.00 | |
Netback | 70.49 | | | 62.90 | | | 79.98 | | | 64.85 | | | 77.33 | |
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Indonesia | 2025 | | Q4 | | Q3 | | Q2 | | Q1 |
Conventional Natural Gas ($/Mcf) | | | | | | | | | |
Sales Price | 9.34 | | | 9.18 | | | 8.57 | | | 9.19 | | | 10.45 | |
Royalties | 2.09 | | | 1.35 | | | 1.83 | | | 2.07 | | | 3.11 | |
Transportation and Blending | — | | | — | | | — | | | — | | | — | |
Operating Expenses | 1.90 | | | 2.60 | | | 1.48 | | | 1.78 | | | 1.79 | |
Netback | 5.35 | | 5.23 | | | 5.26 | | | 5.34 | | | 5.55 | |
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NGLs ($/bbl) | | | | | | | | | |
Sales Price | 96.59 | | | 95.97 | | | 93.23 | | | 93.70 | | | 117.54 | |
Royalties | 34.99 | | | 28.44 | | | 39.01 | | | 34.14 | | | 40.97 | |
Transportation and Blending | — | | | — | | | — | | | — | | | — | |
Operating Expenses | 11.00 | | | 16.15 | | | 9.27 | | | 9.28 | | | 9.07 | |
Netback | 50.60 | | | 51.38 | | | 44.95 | | | 50.28 | | | 67.50 | |
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Cenovus Energy Inc. – 2025 Annual Information Form | 35 |
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Total Company | 2025 | | Q4 | | Q3 | | Q2 | | Q1 |
Bitumen (1) ($/bbl) | | | | | | | | | |
Sales Price | 72.07 | | | 63.82 | | | 74.07 | | | 70.78 | | | 80.99 | |
Royalties | 12.61 | | | 10.02 | | | 14.28 | | | 11.43 | | | 15.03 | |
Transportation and Blending | 9.28 | | | 8.33 | | | 9.02 | | | 10.18 | | | 9.85 | |
Operating Expenses | 11.81 | | | 11.00 | | | 11.21 | | | 13.60 | | | 11.77 | |
Netback | 38.37 | | | 34.47 | | | 39.56 | | | 35.57 | | | 44.34 | |
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Light and Medium Oil ($/bbl) | | | | | | | | | |
Sales Price | 91.39 | | | 79.87 | | | 90.52 | | | 92.09 | | | 99.30 | |
Royalties | 5.73 | | | 5.81 | | | 5.13 | | | 6.95 | | | 5.49 | |
Transportation and Blending | 5.94 | | | 4.93 | | | 6.51 | | | 6.04 | | | 6.02 | |
Operating Expenses | 40.46 | | | 35.35 | | | 46.56 | | | 42.70 | | | 36.90 | |
Netback | 39.26 | | | 33.78 | | | 32.32 | | | 36.40 | | | 50.89 | |
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Conventional Natural Gas (2) ($/Mcf) | | | | | | | | | |
Sales Price | 5.86 | | | 6.33 | | | 4.94 | | | 5.48 | | | 6.72 | |
Royalties | 0.39 | | | 0.35 | | | 0.33 | | | 0.38 | | | 0.50 | |
Transportation and Blending | 0.44 | | | 0.43 | | | 0.46 | | | 0.47 | | | 0.40 | |
Operating Expenses | 1.61 | | | 1.54 | | | 1.62 | | | 1.63 | | | 1.63 | |
Netback | 3.42 | | | 4.01 | | | 2.53 | | | 3.00 | | | 4.19 | |
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NGLs (3) ($/bbl) | | | | | | | | | |
Sales Price | 62.50 | | | 60.09 | | | 53.61 | | | 60.44 | | | 75.36 | |
Royalties | 6.11 | | | 4.79 | | | 4.68 | | | 6.76 | | | 8.07 | |
Transportation and Blending | 8.29 | | | 9.49 | | | 8.18 | | | 6.62 | | | 8.95 | |
Operating Expenses | 9.49 | | | 8.94 | | | 10.01 | | | 9.58 | | | 9.44 | |
Netback | 38.61 | | | 36.87 | | | 30.74 | | | 37.48 | | | 48.90 | |
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(1)Includes bitumen and heavy crude oil.
(2)Includes natural gas volumes used for internal consumption by the Oil Sands segment.
(3)Includes butane and condensate used for internal consumption by the Oil Sands segment.
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Cenovus Energy Inc. – 2025 Annual Information Form | 36 |
The declaration of dividends on common shares (base and variable) and preferred shares is at the sole discretion of the Board and is considered quarterly. The Board has the ability to declare common share dividends in common shares, cash or other property. If a dividend is not paid in full on any preferred shares on any dividend payment date, then a common share dividend restriction shall apply. The preferred share dividends are cumulative.
On February 18, 2026, the Board declared a first quarter base dividend of $0.200 per common share, payable on March 31, 2026, to common shareholders of record as at March 13, 2026.
On February 18, 2026, the Board declared first quarter preferred share dividends of $2 million, payable on March 31, 2026, to preferred shareholders of record as at March 13, 2026.
Cenovus declared and paid the following dividends on common shares over the last three years ended December 31:
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($ per share) | 2025 | 2024 | 2023 |
Base Dividends | 0.780 | | 0.680 | | 0.525 | |
Variable Dividends | — | | 0.135 | | — | |
Cenovus declared the following dividends on the first preferred shares over the last three years ended December 31:
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($ per share) | 2025 | 2024 | 2023 (1) | |
Series 1 First Preferred Shares | 0.644 | | 0.644 | | 0.644 | | |
Series 2 First Preferred Shares | 1.158 | | 1.626 | | 1.584 | | |
Series 3 First Preferred Shares (2) | — | | 1.172 | | 1.172 | | |
Series 5 First Preferred Shares (2) | 0.287 | | 1.148 | | 1.148 | | |
Series 7 First Preferred Shares (2) | 0.492 | | 0.984 | | 0.984 | | |
(1)The preferred share dividends declared on November 1, 2023, were paid on January 2, 2024.
(2)On March 31, 2025 and June 30, 2025, the Company exercised its right to redeem all series 5 and series 7 preferred shares, respectively. On December 31, 2024, the Company exercised its right to redeem all series 3 preferred shares.
For additional information, readers should also refer to the section entitled Risk Management and Risk Factors and in particular the section entitled Risk Management and Risk Factors — Dividend Payment and Purchase of Securities in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
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DESCRIPTION OF CAPITAL STRUCTURE |
Cenovus is authorized to issue an unlimited number of common shares, and first and second preferred shares not exceeding, in aggregate, 20 percent of the number of issued and outstanding common shares. The first and second preferred shares may be issued in one or more series with rights and conditions to be determined by the Board prior to issuance and subject to the Company’s articles. Cenovus has authorized the issuance of series 1, 2, 3, 4, 5, 6, 7 and 8 first preferred shares.
There are no series 3, 4, 5, 6, 7 or 8 first preferred shares outstanding and no second preferred shares outstanding. As at December 31, 2025, the Company had the following common shares, Cenovus Warrants and first preferred shares outstanding:
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| Units Outstanding (thousands) |
Common Shares | 1,883,400 | |
Cenovus Warrants (1) | 1,172 | |
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Series 1 First Preferred Shares | 10,740 | |
Series 2 First Preferred Shares | 1,260 | |
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(1)The Cenovus Warrants expired on January 1, 2026.
Common Shares
The holders of common shares are entitled to (i) receive dividends if, as and when declared by Cenovus’s Board, (ii) receive notice of, to attend, and to vote on the basis of one vote per common share held, at all meetings of shareholders, and (iii) participate in any distribution of the Company’s assets in the event of liquidation, dissolution or winding up or other distribution of its assets among its shareholders for the purpose of winding up its affairs.
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Cenovus Energy Inc. – 2025 Annual Information Form | 37 |
Normal Course Issuer Bid
On November 7, 2025, the Company received approval from the TSX to renew the Company’s NCIB program to purchase up to 120.3 million common shares during the period from November 11, 2025, to November 10, 2026.
For the year ended December 31, 2025, the Company purchased and cancelled 89.4 million common shares (2024 – 55.9 million) through the NCIB. The common shares were purchased at a volume weighted average price of $21.87 per common share (December 31, 2024 – $25.38) for a total of $2.0 billion (December 31, 2024 – $1.4 billion).
From January 1, 2026, to February 13, 2026, the Company purchased an additional 5.0 million common shares for $126 million. As at February 13, 2026, the Company can further purchase up to 107.9 million common shares under the NCIB.
Preferred Shares
Cenovus may issue preferred shares in one or more series. Cenovus’s Board may determine the designation, rights, privileges, restrictions and conditions attached to each series of preferred shares before the issue of such series. Holders of preferred shares are not entitled to vote at any meeting of shareholders but may be entitled to vote if the Company fails to pay dividends on that series of preferred shares. The first preferred shares are entitled to priority over the second preferred shares and the common shares with respect to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of Cenovus’s affairs. The aggregate number of preferred shares issued by the Company may not exceed 20 percent of the aggregate number of the then-outstanding common shares.
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As at December 31, 2025 | Dividend Reset Date | | Dividend Rate (percent) | | Number of Preferred Shares (thousands) |
Series 1 First Preferred Shares | March 31, 2026 | | 2.58 | | | 10,740 |
Series 2 First Preferred Shares (1) | Quarterly | | 3.95 | | | 1,260 |
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(1)The floating-rate dividend was 5.21 percent from December 31, 2024, to March 30, 2025, 4.57 percent from March 31, 2025, to June 29, 2025, 4.37 percent from June 30, 2025, to September 29, 2025 and 4.39 percent from September 30, 2025, to December 30, 2025.
Every five years, subject to certain conditions, the holders of first preferred shares will have the right, at their option, to convert their shares into a specified series of first preferred shares should the Company elect to not redeem the shares. On March 31, 2026, and on March 31 every five years thereafter, holders of series 1 and series 2 first preferred shares (if any) will have such option to convert their shares into the other series. On March 31, 2025 and June 30, 2025, the Company exercised its right to redeem all series 5 and series 7 first preferred shares, respectively.
Each series of outstanding first preferred shares are entitled to receive a cumulative quarterly dividend, payable on the last day of March, June, September and December in each year, if, as and when declared by Cenovus’s Board. For the series 1 first preferred shares, such dividend rate resets every five years at the rate equal to the sum of the five-year Government of Canada bond yield on the applicable calculation date plus 1.73 percent. For the series 2 first preferred shares, such dividend rate resets every quarter at the rate equal to the sum of the 90-day Government of Canada Treasury Bill yield on the applicable calculation date plus 1.73 percent.
Every five years, subject to certain conditions, on the applicable conversion date Cenovus may, at its option, redeem all or any number of the then-outstanding series of first preferred shares by payment of an amount in cash for each share to be redeemed equal to $25.00. In addition, subject to certain conditions, on any other date Cenovus may, at its option, redeem all or any number of the then-outstanding series 2 first preferred shares, by payment of an amount in cash for each share to be redeemed equal to $25.50. In each case, such payment shall also include all accrued and unpaid dividends thereon to, but excluding the date fixed for redemption (less any tax or other amount required to be deducted and withheld).
Second Preferred Shares
There were no second preferred shares outstanding as at December 31, 2025.
Cenovus Warrants
The Cenovus Warrants were created and issued pursuant to the terms of the warrant indenture dated January 1, 2021 (the “Warrant Indenture”). Any Cenovus Warrants that remained outstanding as at January 1, 2026, expired as of such date in accordance with their terms. As of the date of this document there are no Cenovus Warrants outstanding.
Base Shelf Prospectus
On November 28, 2025, the Company filed a short form base shelf prospectus under Part 9B of National Instrument 44-102 “Shelf Distributions” (“NI 44-102”). The base shelf prospectus allows Cenovus to offer, from time to time, debt securities, common shares, preferred shares, subscription receipts, warrants, share purchase contracts and units in Canada, the U.S. and elsewhere as permitted by law. The base shelf prospectus will expire in December 2028. Offerings under the base shelf prospectus are subject to market conditions on terms set forth in one or more prospectus supplements.
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Cenovus Energy Inc. – 2025 Annual Information Form | 38 |
The Company has determined that it satisfies the conditions of subsection 9B.2(1) of NI 44-102 and is a “well-known seasoned issuer” (“WKSI”). Cenovus is therefore eligible to file a WKSI base shelf prospectus in accordance with NI 44-102.
Shareholder Rights Plan
Cenovus has a shareholder rights plan (the “Shareholder Rights Plan”) which was adopted in 2009 and creates a right that attaches to each issued common share. Until the separation time, which typically occurs at the time of an unsolicited take-over bid, whereby a person acquires or attempts to acquire 20 percent or more of Cenovus’s common shares, the rights are not separable from the common shares, are not exercisable and no separate rights certificates are issued. Each right entitles the holder, other than the 20 percent acquiror, from and after the separation time (unless delayed by Cenovus’s Board) and before certain expiration times, to acquire common shares at 50 percent of the market price at the time of exercise. In connection with the Husky Arrangement, the Company’s shareholders approved certain amendments to the Shareholder Rights Plan to ensure that an acquisition by any person of common shares or of rights to acquire common shares pursuant to (i) the Husky Arrangement, (ii) the Cenovus Warrants, including the exercise thereof, or (iii) any exercise of pre-emptive rights, including pursuant to any follow-on offering, under any Husky Arrangement Pre-Emptive Rights Agreement (as defined below in the Material Contracts section of this AIF) does not and will not result in the occurrence of a “Flip-In Event” or the “Separation Time” (as those terms are defined in the Shareholder Rights Plan). The Shareholder Rights Plan was amended and reconfirmed at the 2024 annual meeting of shareholders and must be reconfirmed by the Company’s shareholders every three years. Shareholders will be asked to reconfirm, and if applicable, approve certain amendments to the Shareholder Rights Plan at the 2027 annual meeting of shareholders. If the Shareholder Rights Plan is not reconfirmed by Cenovus shareholders every three years, the Shareholder Rights Plan will terminate. A copy of the Shareholder Rights Plan was filed on SEDAR+ on May 1, 2024, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
Dividend Reinvestment Plan
Cenovus has a dividend reinvestment plan which permits holders of common shares to automatically reinvest all or any portion of the cash dividends paid on their common shares in additional common shares. At the discretion of the Company, the additional common shares may be issued from treasury at the volume weighted average price of the common shares (denominated in the currency in which the common shares trade on the applicable stock exchange) traded on the TSX during the last five trading days preceding the relevant dividend payment date or purchased on the market.
Credit Ratings
The following information relating to Cenovus’s credit ratings is provided as it relates to the Company’s financing costs and liquidity. Specifically, credit ratings affect Cenovus’s ability to obtain short-term and long-term financing and the cost of such financing. A reduction in the current rating on Cenovus’s debt by the Company’s rating agencies, or a negative change in its ratings outlook could adversely affect Cenovus’s cost of financing, its access to sources of liquidity and capital, and potentially obligate it to post incremental collateral in the form of cash, letters of credit or other financial instruments. See the section entitled Risk Management and Risk Factors in the Company’s annual 2025 MD&A, which is incorporated by reference into this AIF, and is available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
The following table outlines the current ratings and outlooks of Cenovus’s debt and first preferred shares:
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| S&P Global Ratings (“S&P”) | | Moody’s Investors Service (“Moody’s”) | | Morningstar DBRS (“DBRS”) | | Fitch Ratings Inc. (“Fitch”) |
Senior Unsecured Long-Term Notes | BBB | | Baa1 | | BBB(high) | | BBB |
Outlook/Trend | Negative | | Negative | | Stable | | Stable |
Series 1 First Preferred Shares | P-3(High) | | — | | Pfd-3 (high) | | — |
Series 2 First Preferred Shares | P-3(High) | | — | | Pfd-3 (high) | | — |
Credit ratings are intended to provide an independent measure of the credit quality of an issue of securities. The credit ratings assigned by the rating agencies are not recommendations to purchase, hold or sell the securities, nor do the ratings comment on market price or suitability for a particular investor. A rating may not remain in effect for any given period of time and may be revised or withdrawn entirely by a rating agency at any time in the future if, in its judgment, circumstances so warrant.
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Cenovus Energy Inc. – 2025 Annual Information Form | 39 |
S&P’s long-term credit ratings are on a rating scale that ranges from AAA to D/SD, which represents the range from highest to lowest quality of such securities rated. A rating of BBB by S&P is within the fourth highest of 10 categories and indicates that the obligation exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. Ratings from AA to CCC may be modified by the addition of a “+” or a “-”. The addition of a “+” or “-” designation after a rating indicates the relative standing within the major rating categories. An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term, which is generally up to two years for investment grade and generally up to one year for speculative grade. Rating outlooks fall into four categories – “Positive”, “Negative”, “Stable” and “Developing”. In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. A “Negative” outlook indicates that a rating may be lowered in the medium term.
S&P’s preferred share ratings are a forward-looking opinion about the creditworthiness of an obligor with respect to a specific preferred share obligation issued in the Canadian market relative to preferred shares issued by other issuers in the Canadian market. The opinion reflects S&P’s view of the issuer’s capacity and willingness to meet its financial commitments as they come due. There is a direct correspondence between the specific ratings assigned on the Canadian preferred share scale and the various rating levels on the global debt rating scale of S&P. According to S&P’s ratings system, a P-3(High) rating on the Canadian preferred share rating scale is equivalent to a BB+ rating on the global scale preferred share rating. A rating of BB+ by S&P is within the fifth highest of its 10 long-term rating categories and indicates that the obligation is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.
Moody’s long-term credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. A rating of Baa1 by Moody’s is within the fourth highest of nine categories and is assigned to debt securities which are considered to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 2 indicates that the issue ranks in the mid-range end of its generic rating category. A Moody’s rating outlook is an opinion regarding the likely rating direction over the medium term. Rating outlooks fall into four categories – “Positive”, “Negative”, “Stable” and “Developing”. A “Negative” outlook indicates a higher likelihood of a rating downgrade over the medium term.
DBRS’s long-term credit ratings are on a rating scale that ranges from AAA to D/SD, which represents the range from highest to lowest quality of such securities rated. A rating of BBB (high) by DBRS is within the fourth highest of 10 categories and is assigned to debt securities considered to be of adequate credit quality, with acceptable capacity for payment of financial obligations. Entities in the BBB (high) category are of adequate credit quality; however, may be vulnerable to future events. The assignment of a “(high)” or “(low)” modifier within each rating category indicates relative standing within such category. The assignment of a “(high)” modifier indicates the rating is in the high end of the category. Rating trends provide guidance in respect of DBRS’s opinion regarding the outlook for the rating in question, with rating trends falling into one of three categories “Positive”, “Stable” or “Negative”. The rating trend indicates the direction in which DBRS considers the rating is headed should present circumstances continue, or in some cases, unless challenges are addressed by the issuer.
DBRS’s preferred share ratings reflect an opinion on the risk that an issuer will not fulfill its full obligations, with respect to both dividend and principal commitments in respect of preferred shares issued in the Canadian securities market in accordance with the terms under which the relevant preferred shares have been issued. DBRS’s preferred share ratings range from Pfd-1 (highest) to D (lowest). According to DBRS’s ratings system, preferred shares rated Pfd-3 (high) are generally of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 (high) ratings generally correspond with issuers with a BBB category or higher reference point.
Fitch’s long-term credit ratings are on a rating scale that ranges from AAA to BBB (investment grade) and BB to D (speculative grade), which represents the range from highest to lowest quality of such securities rated. The terms "investment grade" and "speculative grade" are market conventions and do not imply any recommendation or endorsement of a specific security for investment purposes. A rating of BBB is within the fourth highest of 11 categories and indicates that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. The modifiers “+” or ”-” may be appended to a rating to denote relative status within major rating categories. A Fitch rating outlook indicates the direction a rating is likely to move over a one to two-year period, with rating outlooks falling into four categories: “Positive”, “Negative”, “Stable” or “Evolving”. Rating outlooks reflect financial or other trends that have not yet reached, or have not been sustained at, a level that would trigger a rating action, but which may do so if such trends continue. Positive or Negative outlooks do not imply that a rating change is inevitable. Similarly, ratings with Stable outlooks can be raised or lowered without prior revision of the outlook. Where the fundamental trend has strong, conflicting elements of both positive and negative, the rating outlook may be described as Evolving. A “Stable” rating outlook indicates a low likelihood of rating change over a one- to two-year period.
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Cenovus Energy Inc. – 2025 Annual Information Form | 40 |
Throughout the last two years, Cenovus has made payments to each of S&P, Moody’s, DBRS and Fitch related to the rating of the Company’s debt. Additionally, Cenovus has purchased products and services from S&P, Moody’s, DBRS and Fitch over the same time period.
All of the outstanding Cenovus common shares are listed and posted for trading on the TSX and the NYSE under the symbol CVE. The following table outlines the share price trading range and volume of shares traded by month in 2025:
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| TSX | | | | NYSE | | |
| Price Range (1) ($ per share) | | Volume (1) (thousands) | | Price Range (2) (US$ per share) | | Volume (2) (thousands) |
| High | Low | Close | | | High | Low | Close | |
January | 22.97 | | 20.69 | | 21.02 | | | 216,298 | | | 15.95 | | 14.36 | | 14.47 | | | 219,394 | |
February | 22.41 | | 19.47 | | 20.01 | | | 198,706 | | | 15.70 | | 13.49 | | 13.84 | | | 208,008 | |
March | 20.80 | | 17.43 | | 20.00 | | | 273,685 | | | 14.57 | | 12.08 | | 13.91 | | | 241,035 | |
April | 20.14 | | 14.48 | | 16.23 | | | 248,588 | | | 14.05 | | 10.24 | | 11.77 | | | 228,384 | |
May | 19.73 | | 16.02 | | 18.08 | | | 230,229 | | | 14.10 | | 11.61 | | 13.18 | | | 278,679 | |
June | 20.54 | | 17.61 | | 18.53 | | | 325,079 | | | 15.06 | | 12.88 | | 13.60 | | | 288,660 | |
July | 21.63 | | 18.83 | | 21.09 | | | 305,293 | | | 15.64 | | 13.48 | | 15.23 | | | 258,822 | |
August | 23.54 | | 19.97 | | 22.84 | | | 357,545 | | | 17.06 | | 14.49 | | 16.61 | | | 290,207 | |
September | 25.34 | | 21.82 | | 23.63 | | | 443,947 | | | 18.17 | | 15.80 | | 16.99 | | | 476,730 | |
October | 25.97 | | 23.16 | | 23.70 | | | 407,128 | | | 18.61 | | 16.58 | | 16.92 | | | 377,765 | |
November | 26.36 | | 23.32 | | 24.93 | | | 344,591 | | | 18.74 | | 16.56 | | 17.86 | | | 193,012 | |
December | 25.92 | | 22.60 | | 23.22 | | | 395,930 | | | 18.70 | | 16.41 | | 16.92 | | | 214,261 | |
(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
(2)Prices as reported by NYSE. Volumes reported by all U.S. marketplaces. Source: Bloomberg.
As of December 31, 2025, the Cenovus Warrants were listed and traded on the TSX under the symbol CVE.WT and on the NYSE under the symbol CVE.WS. The Cenovus Warrants expired on January 1, 2026. The Series 1 First Preferred Shares and Series 2 First Preferred Shares are listed and trade on the TSX under the symbols CVE.PR.A and CVE.PR.B, respectively.
The share price trading range and volume of the Cenovus Warrants traded in 2025 are provided below:
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| TSX | | | | NYSE | | |
| Price Range (1) ($ per share) | | Volume (1) (thousands) | | Price Range (2) (US$ per share) | | Volume (2) (thousands) |
| High | Low | Close | | | High | Low | Close | |
January | 16.41 | | 14.34 | | 14.51 | | | 90 | | | 11.20 | | 10.02 | | 10.36 | | | 43 | |
February | 15.83 | | 13.16 | | 13.39 | | | 170 | | | 10.90 | | 9.20 | | 9.27 | | | 86 | |
March | 14.10 | | 10.92 | | 13.50 | | | 211 | | | 9.89 | | 7.69 | | 9.53 | | | 35 | |
April | 13.59 | | 8.24 | | 9.70 | | | 143 | | | 9.42 | | 5.97 | | 7.09 | | | 39 | |
May | 13.00 | | 9.57 | | 11.48 | | | 142 | | | 9.33 | | 7.00 | | 8.53 | | | 30 | |
June | 13.93 | | 11.12 | | 12.06 | | | 199 | | | 10.18 | | 8.01 | | 8.80 | | | 105 | |
July | 15.06 | | 12.41 | | 14.54 | | | 160 | | | 10.50 | | 8.56 | | 10.35 | | | 75 | |
August | 17.01 | | 13.31 | | 16.22 | | | 395 | | | 13.31 | | 9.57 | | 12.25 | | | 121 | |
September | 18.80 | | 15.39 | | 17.07 | | | 198 | | | 13.44 | | 11.30 | | 12.35 | | | 33 | |
October | 19.37 | | 16.51 | | 17.11 | | | 183 | | | 13.74 | | 11.80 | | 12.13 | | | 82 | |
November | 19.80 | | 16.75 | | 18.34 | | | 259 | | | 13.80 | | 11.95 | | 13.20 | | | 37 | |
December | 19.30 | | 16.06 | | 16.61 | | | 788 | | | 13.88 | | 11.22 | | 12.33 | | | 180 | |
(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
(2)Prices as reported by NYSE. Volumes reported by all U.S. marketplaces. Source: Bloomberg.
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Cenovus Energy Inc. – 2025 Annual Information Form | 41 |
The share price trading range and volume of the Series 1 First Preferred Shares traded in 2025 are provided below:
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| Price Range (1) ($ per share) | | Volume (1) (thousands) |
| High | Low | Close | |
January | 22.95 | | 21.35 | | 22.72 | | | 645 | |
February | 22.90 | | 21.76 | | 22.90 | | | 170 | |
March | 23.63 | | 22.11 | | 23.63 | | | 174 | |
April | 23.17 | | 21.95 | | 22.72 | | | 202 | |
May | 24.01 | | 22.99 | | 24.01 | | | 127 | |
June | 24.38 | | 23.50 | | 23.87 | | | 462 | |
July | 24.11 | | 23.64 | | 23.99 | | | 416 | |
August | 24.51 | | 23.88 | | 23.98 | | | 285 | |
September | 24.68 | | 23.53 | | 24.37 | | | 441 | |
October | 24.67 | | 24.00 | | 24.60 | | | 111 | |
November | 24.88 | | 24.00 | | 24.45 | | | 87 | |
December | 24.75 | | 24.25 | | 24.66 | | | 142 | |
(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
The share price trading range and volume of the Series 2 First Preferred Shares traded in 2025 are provided below:
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| Price Range (1) ($ per share) | | Volume (1) (thousands) |
| High | Low | Close | |
January | 23.00 | | 20.67 | | 22.98 | | | 23 | |
February | 23.00 | | 22.41 | | 23.00 | | | 21 | |
March | 23.00 | | 22.10 | | 22.60 | | | 24 | |
April | 23.75 | | 21.55 | | 22.68 | | | 16 | |
May | 24.19 | | 21.65 | | 23.75 | | | 24 | |
June | 23.75 | | 23.26 | | 23.26 | | | 9 | |
July | 23.84 | | 22.79 | | 23.84 | | | 71 | |
August | 23.84 | | 23.35 | | 23.53 | | | 1 | |
September | 24.49 | | 23.45 | | 23.77 | | | 7 | |
October | 24.35 | | 23.57 | | 24.00 | | | 45 | |
November | 24.06 | | 23.83 | | 23.85 | | | 33 | |
December | 24.74 | | 23.85 | | 24.74 | | | 6 | |
(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
The share price trading range and volume of the Series 5 First Preferred Shares traded in 2025, prior to their redemption on March 31, 2025, are provided below:
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| Price Range (1) ($ per share) | | Volume (1) (thousands) |
| High | Low | Close | |
January | 24.99 | | 24.81 | | 24.99 | | | 254 | |
February | 25.22 | | 24.71 | | 25.21 | | | 315 | |
March | 25.25 | | 24.96 | | 24.99 | | | 1,603 | |
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(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
The share price trading range and volume of the Series 7 First Preferred Shares traded in 2025, prior to their redemption on June 30, 2025, are provided below:
| | | | | | | | | | | | | | | | | |
| Price Range (1) ($ per share) | | Volume (1) (thousands) |
| High | Low | Close | |
January | 24.90 | | 24.58 | | 24.86 | | | 449 | |
February | 25.05 | | 24.55 | | 25.02 | | | 196 | |
March | 25.11 | | 24.70 | | 24.92 | | | 135 | |
April | 24.91 | | 23.77 | | 24.90 | | | 139 | |
May | 25.16 | | 24.81 | | 25.10 | | | 234 | |
June | 25.22 | | 24.97 | | 25.00 | | | 638 | |
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(1)Prices as reported by TSX. Volumes reported by all Canadian marketplaces. Source: Bloomberg.
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Cenovus Energy Inc. – 2025 Annual Information Form | 42 |
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DIRECTORS AND EXECUTIVE OFFICERS |
Directors
The term of each director is from the effective date of their election or appointment until the end of the next annual general meeting or until a successor is duly elected or appointed. The following individuals are the directors of Cenovus:
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Name and Residence | Date Elected or Appointed as Director, Independence Status and Committee Membership | Principal Occupation During the Past Five Years |
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Stephen E. Bradley Smerillo, Italy | May 1, 2024 Independent Audit SSR | Mr. Bradley is a director of CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company, since November 2020; and a director of Power Assets Holdings Limited, a publicly traded global energy investment company, since May 2022. Mr. Bradley was a director of CNEx (Shanghai International Money Broking Co.), a private broking and information services company from November 2020 to July 2024, and a director of Husky from July 2010 to December 2020. |
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Keith M. Casey San Antonio, Texas United States | April 29, 2020 Independent SSR HRC (1)
| Mr. Casey was the Chief Executive Officer of Pin Oak Group, LLC, a private midstream company, from February 2022 to February 2025; and served as Chief Executive Officer of Tatanka Midstream LLC, a private midstream company, from March 2020 to January 2022. Mr. Casey served as Executive Vice-President Commercial and Value Chain, from August 2016 to October 2018; and Executive Vice-President, Operations from May 2014 to August 2016 with Andeavor Corporation, formerly known as Tesoro Corporation, an integrated petroleum refining, logistics, and marketing company. |
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Michael J. Crothers Calgary, Alberta Canada | November 1, 2023 Independent Governance HRC (1) | Mr. Crothers is a director of Keyera Corp., a publicly traded integrated energy infrastructure company, since June 2021. Mr. Crothers served as President and Country Chair for Shell Canada Limited, a publicly traded global energy and petrochemical company, from December 2015 to May 2021; and as Vice President Canada Integrated Gas from December 2017 to May 2021. Mr. Crothers also serves as Chair of the Board of Directors of Northern RNA, a private life sciences company, since April 2021; a director of Denova Inc., a private biotechnology company, since August 2025 and was a director of Convrg Innovations Inc., formerly Westgen Technologies, a private clean tech company, from August 2022 to May 2024. |
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James D. Girgulis Luxembourg Grand-Duchy of Luxembourg | November 1, 2023 Independent HRC (1) SSR | Mr. Girgulis is Managing director of Hutchison Whampoa Europe Investments S.à r.l., a private investment company, and Managing director of CK Hutchison Group Telecom Finance S.A., a publicly traded limited company, both since January 2023. From April 2022 to January 2023, Mr. Girgulis was Managing director of CK Hutchison Networks Europe Investments S.à r.l., a private investment company. From April 2021 to March 2022, Mr. Girgulis was Special Advisor to the Executive at Cenovus following Cenovus's combination with Husky in January 2021. Mr. Girgulis was Senior Vice-President, General Counsel & Secretary of Husky from April 2012 to March 2021. |
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Jane E. Kinney Toronto, Ontario Canada | April 24, 2019 Independent Audit SSR | Ms. Kinney is a director of Intact Financial Corporation, a publicly traded insurance company, since May 2019; and a director and Chair of Nautilus Indemnity Holdings Limited, a private insurance company, since July 2021. Ms. Kinney was appointed Vice Chair, Leadership Team Member of Deloitte LLP Canada (“Deloitte”), an audit and consulting firm, in June 2010 and served in this role until her retirement in June 2019. |
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Eva L. Kwok Vancouver, British Columbia Canada | January 1, 2021 Independent Governance | Mrs. Kwok is Chair, a director and Chief Executive Officer of Amara Holdings Inc., a private investment holding company, since November 2010. Mrs. Kwok is also a director of CK Life Sciences Int’l., (Holdings) Inc., a publicly traded nutraceutical, pharmaceutical and agriculture-related company, since June 2002; CK Infrastructure Holdings Limited, a publicly traded global infrastructure investment and development company, since September 2004; CK Asset Holdings Limited, a publicly traded global property investment, development, management and utility infrastructure company, since May 2022; and was a director of Husky, from August 2000 until March 2021. |
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Cenovus Energy Inc. – 2025 Annual Information Form | 43 |
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Name and Residence | Date Elected or Appointed as Director, Independence Status and Committee Membership | Principal Occupation During the Past Five Years |
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Melanie A. Little Alpharetta, Georgia United States | January 1, 2023 Independent SSR HRC (1) | Ms. Little is the President and Chief Executive Officer of Colonial Pipeline Company, a privately owned refined products terminaling and pipeline company, since January 2023. Ms. Little served as Executive Vice-President and Chief Operating Officer of Magellan Midstream Partners, L.P. (“Magellan”), a publicly traded partnership that transports, stores and distributes petroleum products which was acquired by ONEOK Inc. in September 2023, from June 2022 to January 2023, and as Senior Vice-President, Operations and Environmental, Health, Safety and Security of Magellan, from July 2017 to May 2022. Ms. Little served as a director of Diversified Energy Company plc, a publicly traded oil and gas producer, from December 2019 to December 2022. |
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Richard J. Marcogliese Alamo, California United States | April 27, 2016 Independent Audit SSR | Mr. Marcogliese is the Principal of iRefine, LLC, a privately owned petroleum refining consulting company, since June 2011; and a director of Delek US Holdings, Inc., a publicly traded downstream energy company, since January 2020. Mr. Marcogliese served as Executive Advisor of Pilko & Associates L.P., a private chemical and energy advisory company, from June 2011 to December 2019. |
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Chana L. Martineau Edmonton, Alberta Canada | May 8, 2025 Independent Audit Governance | Ms. Martineau is the Chief Executive Officer of the Alberta Indigenous Opportunities Corporation (“AIOC”), a provincial Crown corporation with a mandate to serve as a catalyst for Indigenous prosperity and independence through investment and involvement in Alberta’s natural resources, agriculture, transportation, tourism, and telecommunications sectors, since July 2022, and was a director of AIOC from November 2021 to July 2022. Ms. Martineau is also a director of Alamos Gold Inc., a Canadian based intermediate gold producer, since May 2025. Ms. Martineau served as Vice President – Banking, Canadian Western Bank, a Canadian based bank that is now a part of National Bank Financial Group, from January 2021 to July 2022; was on the COVID-19 Emergency Response Leadership Team from March 2020 to January 2021; and was Vice President – Sales Strategy & Effectiveness from January 2018 to January 2021. |
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Jonathan M. McKenzie Calgary, Alberta Canada | April 26, 2023 Non-Independent (2) | Mr. McKenzie was appointed President & Chief Executive Officer of Cenovus effective April 26, 2023. From January 2021 to April 2023, Mr. McKenzie was Executive Vice-President & Chief Operating Officer of Cenovus; and from May 2018 to January 2021, Mr. McKenzie was Executive Vice-President and Chief Financial Officer of Cenovus. |
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Claude Mongeau Montreal, Quebec Canada | December 1, 2016 Independent Audit Governance | Mr. Mongeau was appointed Lead Independent director of Cenovus effective April 26, 2023. Mr. Mongeau was a director of The Toronto-Dominion Bank, an international financial institution, from March 2015 to April 2025; and was Board Chair, from May 2024 to June 2025, and a director from September 2019 to June 2025, of Norfolk Southern Corporation, a publicly traded North American rail transportation provider. Mr. Mongeau served as a director of TELUS Corporation, a publicly traded telecommunications company, from May 2017 to August 2019. |
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Alexander J. Pourbaix Calgary, Alberta Canada | November 6, 2017 Non-Independent (2) | Mr. Pourbaix was appointed Board Chair of Cenovus effective May 8, 2025; and was Executive Chair of the Board of Cenovus from April 2023 to May 2025. Mr. Pourbaix served as President & Chief Executive Officer of Cenovus from November 2017 to April 2023; and is a director of NRG Energy, Inc., a publicly traded energy and home services company, since November 2023; and Canadian Utilities Limited, a publicly traded diversified global energy infrastructure corporation, since November 2019. Mr. Pourbaix served as a director of Trican Well Service Ltd., a publicly traded oilfield services provider, from May 2012 to December 2019. |
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Cenovus Energy Inc. – 2025 Annual Information Form | 44 |
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Name and Residence | Date Elected or Appointed as Director, Independence Status and Committee Membership | Principal Occupation During the Past Five Years |
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Frank J. Sixt Hong Kong Special Administrative Region | January 1, 2021 Independent Governance | Mr. Sixt is an Executive director, Group Co-Managing director and Group Finance director since April 2024, and was Executive director, Group Finance director and Deputy Managing director from June 2015 to March 2024, of CK Hutchison Holdings Limited, a publicly traded ports and related services, retail, infrastructure and telecommunications company. Mr. Sixt is also the Non-Executive Chairman of TOM Group Limited, a publicly traded technology and media company, since December 1999; an Executive director of CK Infrastructure Holdings Limited, a publicly traded global infrastructure investment and development company, since May 1996; a Non-Executive director of TPG Telecom Limited, a publicly traded telecommunications service provider company, since May 2001; and an Alternate director to a director of HK Electric Investments Manager Limited as the trustee-manager of HK Electric Investments, a publicly traded power industry focused trust, since June 2015. Mr. Sixt was Chairman from December 2023 to August 2025 and a director from January 1998 to August 2025 of Hutchison Telecommunications (Australia) Limited, and a Commissioner of PT Indosat Tbk, from January 2022 to September 2023, both publicly traded telecommunications service provider companies. Mr. Sixt was a director of Husky, from August 2000 until March 2021. |
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Rhonda I. Zygocki Friday Harbor, Washington United States | April 27, 2016 Independent Governance HRC (1)
| Ms. Zygocki served as Executive Vice President, Policy and Planning of Chevron Corporation (“Chevron”), a publicly traded integrated energy company, from March 2011 until her retirement in February 2015. During her 34 years with Chevron, she held a number of senior management and executive leadership positions in international operations, public affairs, strategic planning, policy, government affairs, and health, environment and safety. |
(1)Human Resources and Compensation Committee (“HRC”).
(2)As non-independent directors, Mr. McKenzie as an officer and Mr. Pourbaix as Board Chair are not members of any of the committees of Cenovus’s Board.
Executive Officers
The following individuals are the executive officers of Cenovus:
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Name and Residence | Office Held and Principal Occupation During the Past Five Years |
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Jonathan M. McKenzie Calgary, Alberta Canada | President & Chief Executive Officer Mr. McKenzie’s biographical information is included under “Directors”. |
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Karamjit S. Sandhar Calgary, Alberta Canada | Executive Vice-President & Chief Financial Officer Mr. Sandhar was appointed Executive Vice-President & Chief Financial Officer, effective September 1, 2023. From January 2021 to August 2023, Mr. Sandhar was Executive Vice-President, Strategy & Corporate Development; and from January 2020 to January 2021, Mr. Sandhar was Senior Vice-President, Conventional. |
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P. Andrew Dahlin Calgary, Alberta Canada | Executive Vice-President & Chief Operating Officer Mr. Dahlin was appointed Executive Vice-President & Chief Operating Officer effective March 1, 2025. From September 2023 to February 2025, Mr. Dahlin was Executive Vice-President, Natural Gas & Technical Services; from March 2022 to August 2023, Mr. Dahlin was Executive Vice-President, Corporate & Operations Services; and from January 2021 to February 2022, Mr. Dahlin was Executive Vice-President, Safety & Operations Technical Services. From November 2020 to January 2021, Mr. Dahlin was Executive Vice-President, Downstream & Midstream of Husky. |
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Jeffery G. Lawson Calgary, Alberta Canada | Executive Vice-President, Corporate Development & Chief Sustainability Officer Mr. Lawson was appointed Executive Vice-President, Corporate Development & Chief Sustainability Officer effective March 1, 2025. From May 2024 to February 2025, Mr. Lawson was Senior Vice-President, Corporate Development & Acting Chief Sustainability Officer; and from December 2022 to May 2024, Mr. Lawson was Senior Vice-President, Corporate Development. From October 2018 to December 2022, Mr. Lawson was Managing director, Corporate Finance at Peters & Co. Limited. |
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Cenovus Energy Inc. – 2025 Annual Information Form | 45 |
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Name and Residence | Office Held and Principal Occupation During the Past Five Years |
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Geoffrey T. Murray Calgary, Alberta Canada | Executive Vice-President, Commercial Mr. Murray was appointed Executive Vice-President, Commercial effective May 1, 2024. From August 2023 to May 2024, Mr. Murray was Senior Vice-President, Commercial; from January 2021 to August 2023, Mr. Murray was Senior Vice-President, Downstream Marketing, Strategy and Business Development; and from September 2019 to January 2021, Mr. Murray was Vice-President, Downstream Assets. |
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John F. Soini Calgary, Alberta Canada | Executive Vice-President, Upstream – Thermal & Atlantic Offshore Mr. Soini was appointed Executive Vice-President, Upstream – Thermal & Atlantic Offshore effective March 1, 2025. From April 2024 to February 2025, Mr. Soini was Senior Vice-President, Major & Capital Projects. From January 2023 to March 2024, Mr. Soini was Global Operating Partner at Brookfield Infrastructure Partners L.P. (“Brookfield”), a publicly traded limited partnership engaged in global acquisition and infrastructure asset management. From October 2021 to January 2023, Mr. Soini was Senior Vice-President at Heartland PetroChemical Complex Project at Inter Pipeline Ltd., a public global energy infrastructure business acquired by Brookfield in October 2021, at which time it became a private subsidiary of Brookfield; and from May 2019 to January 2023, Mr. Soini was Chief Operating Officer at NorthRiver Midstream Inc., a Canadian gas gathering and processing business which Brookfield acquired from Enbridge Inc. in October 2018. |
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Susan M. Anderson Calgary, Alberta Canada | Senior Vice-President, Legal, General Counsel & Corporate Secretary Ms. Anderson was appointed Senior Vice-President, Legal, General Counsel & Corporate Secretary effective March 1, 2025. From March 2022 to February 2025, Ms. Anderson was Senior Vice-President, People Services; and from January 2021 to February 2022, Ms. Anderson was Vice-President, Supply Chain Management. From November 2017 to January 2021, Ms. Anderson was Vice-President and Chief Procurement Officer at Husky. |
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Candace J. Newman Calgary, Alberta Canada | Senior Vice-President, People Services Ms. Newman was appointed Senior Vice-President, People Services effective March 1, 2025. From March 2023 to February 2025, Ms. Newman was Vice-President, Human Resources. From October 2018 to March 2023, Ms. Newman was CHRO Vice President HR and Real Estate at LNG Canada Corporation, a private joint venture and liquified natural gas exporter. |
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Eric R. Zimpfer Columbus, Ohio United States | Senior Vice-President, Head of Downstream Mr. Zimpfer was appointed Senior Vice-President, Head of Downstream effective March 1, 2025. From April 2024 to February 2025, Mr. Zimpfer was Senior Vice-President, U.S. Refining. From January 2021 to April 2024 Mr. Zimpfer was Vice-President of Refining at Cherry Point Refinery at BP West Coast Products LLC, a subsidiary of BP p.l.c., a publicly traded multinational oil and gas company, and from March 2017 to December 2020 was Operations Manager at BP-Husky Toledo Refinery, a joint operation between BP Products North America Inc., an oil and natural gas exploration, development, refining and marketing subsidiary of BP p.l.c., and Husky Oil Toledo Company, a refining subsidiary of Husky. |
As of December 31, 2025, all of Cenovus’s directors and executive officers, as a group, beneficially owned or exercised control or direction over, directly or indirectly, 3,786,341 common shares or approximately 0.20 percent of the number of common shares that were outstanding as of such date.
Investors should be aware that some of Cenovus’s directors and officers are directors and officers of other private and public companies. Some of these private and public companies may, from time to time, be involved in business transactions or banking relationships which may create situations in which conflicts might arise. Any such conflicts shall be resolved in accordance with the Code, and procedures and requirements of the relevant provisions of the CBCA, including the duty of such directors and officers to act honestly and in good faith with a view to the best interests of Cenovus.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the Company’s knowledge, none of its current directors or executive officers are, as at the date of this AIF, or have been, within 10 years prior to the date of this AIF, a director, chief executive officer or chief financial officer of any company that:
(a)was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (each, an “Order”) that was issued while that director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b)was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
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Cenovus Energy Inc. – 2025 Annual Information Form | 46 |
To the Company’s knowledge, none of its directors or executive officers:
(a)is, as at the date of this AIF, or has been within 10 years prior to the date of this AIF, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b)has, within 10 years prior to the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.
To the Company’s knowledge, none of its directors or executive officers has been subject to:
(a)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
The Audit Committee mandate is included as Appendix C to this AIF.
Composition of The Audit Committee
The Audit Committee consists of five members, each of whom is independent and financially literate in accordance with National Instrument 52-110 “Audit Committees”. The Board determined that each of the following members of Cenovus’s Audit Committee qualifies as an “audit committee financial expert”, as that term is defined under U.S. securities legislation: Jane E. Kinney, Chana L. Martineau and Claude Mongeau. The education and experience of each of the members of the Audit Committee relevant to the performance of the responsibilities as an Audit Committee member is outlined below.
Jane E. Kinney (Audit Committee Chair)
Ms. Kinney is a chartered professional accountant, a Fellow of the Chartered Professional Accountants of Ontario (FCPA) and holds a Mathematics degree from the University of Waterloo. She is a seasoned business leader with over 30 years of experience in providing advisory services to global financial institutions and has extensive experience in enterprise risk management, regulatory compliance, cyber and IT risk management, digital transformation and stakeholder relations. Ms. Kinney is a director and Chair of the Audit Committee of Intact Financial Corporation, a publicly traded insurance company, since May 2019. She spent 25 years with Deloitte and was admitted to the Deloitte Partnership in 1997. Ms. Kinney was appointed Vice Chair, Leadership Team Member of Deloitte in June 2010 and served in this role until her retirement in June 2019. Ms. Kinney’s previous positions with Deloitte include Canadian Managing Partner, Quality & Risk from May 2010 to June 2015, Global Chief Risk Officer from June 2010 to May 2012, and Risk and Regulatory Practice Leader from June 1999 to May 2010.
Stephen E. Bradley
Mr. Bradley holds a Bachelor of Arts degree from Balliol College, Oxford University, a post-graduate diploma from Fudan University, Shanghai and is a member of the Hong Kong Securities and Investment Institute. Mr. Bradley is a director of CK Asset Holdings Limited, a publicly traded global investment, development, management and utility infrastructure company, since November 2020; a director of Power Assets Holdings Limited, a publicly traded global energy investment company, since May 2022; and was a director of CNex (Shanghai International Money Broking Co.), a private broking and information services company, from November 2020 to July 2024.
Richard J. Marcogliese
Mr. Marcogliese holds a Bachelor of Engineering degree in Chemical Engineering from the New York University School of Engineering and Science. He is the Principal of iRefine, LLC, a privately owned petroleum refining consulting company, since June 2011; and a director and a member of the Audit Committee of Delek US Holdings, Inc., a publicly traded downstream energy company, since January 2020. Mr. Marcogliese served as Executive Advisor of Pilko & Associates L.P., a private chemical and energy advisory company, from June 2011 to December 2019; Operations Advisor to NTR Partners III LLC, a private investment company from October 2013 to December 2017; and from September 2012 to January 2016, as Operations Advisor to the Chief Executive Officer of Philadelphia Energy Solutions, a partnership between The Carlyle Group and a subsidiary of Energy Transfer Partners, L.P. that operated an oil refining complex on the U.S. Eastern seaboard.
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Cenovus Energy Inc. – 2025 Annual Information Form | 47 |
Chana L. Martineau
Ms. Martineau has a Bachelor of Arts degree in Economics from the University of Alberta, is a member of the Young Presidents' Organization, and holds an Institute of Corporate directors designation. Ms. Martineau has been Chief Executive Officer of the AIOC, a provincial Crown corporation with a mandate to serve as a catalyst for Indigenous prosperity and independence through investment and involvement in Alberta’s natural resources, agriculture, transportation, tourism, and telecommunications sectors, since July 2022; and was a director of AIOC from November 2021 to July 2022. Ms. Martineau is also a director of Alamos Gold Inc., a publicly traded Canadian based intermediate gold producer, since May 2025. Ms. Martineau served as Vice President – Banking, Canadian Western Bank, a Canadian based bank that is now a part of National Bank Financial Group, from January 2021 to July 2022; was on the COVID-19 Emergency Response Leadership Team from March 2020 to January 2021; and was Vice President – Sales Strategy & Effectiveness from January 2018 to January 2021.
Claude Mongeau
Mr. Mongeau holds a Master’s in Business Administration degree from McGill University and has received honorary doctorate degrees from Saint Mary’s University and the University of Windsor. He was a director of The Toronto-Dominion Bank, an international financial institution, from March 2015 to April 2025, and Norfolk Southern Corporation, a publicly traded rail transportation provider, from September 2019 to June 2025. Mr. Mongeau served as a director of TELUS Corporation, a publicly traded telecommunications company, from May 2017 to August 2019. He served as a director of Canadian National Railway Company (“CN”), a publicly traded railroad and transportation company, from October 2009 to July 2016, and as President and Chief Executive Officer from January 2010 to June 2016. During his tenure with CN, he served as Executive Vice-President and Chief Financial Officer from October 2000 until December 2009, and from the time he joined CN in 1994, he held the titles of Senior Vice-President and Chief Financial Officer, Vice-President, Strategic and Financial Planning and Assistant Vice-President, Corporate Development.
Pre-Approval Policies and Procedures
Cenovus has adopted policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be provided by PricewaterhouseCoopers LLP. The Audit Committee has established a budget for the provision of a specified list of audit and permitted non-audit services that the Audit Committee believes to be typical, recurring or otherwise likely to be provided by PricewaterhouseCoopers LLP, the Company’s auditor. Subject to the Audit Committee’s discretion, the budget generally covers the period between the adoption of the budget and the next meeting of the Audit Committee. The list of permitted services is sufficiently detailed to ensure that (i) the Audit Committee knows precisely what services it is being asked to pre-approve, and (ii) it is not necessary for any member of management to make a judgment as to whether a proposed service fits within the pre-approved services.
Subject to the following paragraph, the Audit Committee has delegated authority to the Audit Committee Chair to pre-approve the provision of permitted services by PricewaterhouseCoopers LLP which are not otherwise pre-approved by the Audit Committee, including the fees and terms of the proposed services (“Delegated Authority”). Any required determination about the Chair’s unavailability will be required to be made by the good faith judgment of the applicable other member(s) of the Audit Committee after considering all facts and circumstances deemed by such member(s) to be relevant. All pre-approvals granted pursuant to Delegated Authority must be presented by the member(s) who granted the pre-approvals to the full Audit Committee at its next meeting.
The fees payable in connection with any particular service to be provided by PricewaterhouseCoopers LLP that have been pre-approved pursuant to Delegated Authority (i) may not exceed $200,000, in the case of pre-approvals granted by the Chair of the Audit Committee, and (ii) may not exceed $50,000, in the case of pre-approvals granted by any other member of the Audit Committee.
All proposed services or the fees payable in connection with such services that have not already been pre-approved must be pre-approved by either the Audit Committee or pursuant to Delegated Authority. Prohibited services may not be pre-approved by the Audit Committee or pursuant to Delegated Authority.
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Cenovus Energy Inc. – 2025 Annual Information Form | 48 |
External Auditor Service Fees
The following table provides information about the fees billed to Cenovus for professional services rendered by PricewaterhouseCoopers LLP in the years ended December 31, 2025 and 2024:
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($ thousands) | 2025 | | 2024 |
Audit Fees (1) | 3,989 | | 4,809 |
Audit-Related Fees (2) | 1,178 | | 646 |
Tax Fees (3) | 108 | | 103 |
All Other Fees (4) | 65 | | 165 |
Total | 5,340 | | 5,723 |
(1)Audit fees consist of the aggregate fees billed for the audit of the Company’s Consolidated Financial Statements or services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s Consolidated Financial statements and are not reported as audit fees. The services provided in this category included audit-related services in relation to Cenovus’s Sustainability disclosures, prospectuses and participation fees levied by the Canadian Public Accountability Board. Fees related to the acquisition or divestiture of assets are also included in audit-related fees.
(3)Tax fees consist of the aggregate fees billed for tax compliance.
(4)All other fees include fees billed for the review of Extractive Sector Transparency Measures Act filings and services around filings.
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LEGAL PROCEEDINGS AND REGULATORY ACTIONS |
During the year ended December 31, 2025, there were no legal proceedings to which Cenovus is or was a party, or that any of its property is or was the subject of, which involves a claim for damages in an amount, exclusive of interest and costs, that exceeds 10 percent of Cenovus’s current assets and it is not aware of any such legal proceedings that are contemplated.
During the year ended December 31, 2025, there were no penalties or sanctions imposed against Cenovus by a court relating to securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision, and it has not entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority.
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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
None of the Company’s directors or executive officers or any person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of Cenovus’s outstanding voting securities, or any associate or affiliate of any of the foregoing persons or companies, in each case, as at the date of this AIF, has or has had any material interest, direct or indirect, in any past transaction within the three most recently completed financial years or any proposed transaction that has materially affected or is reasonably expected to materially affect Cenovus.
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TRANSFER AGENTS AND REGISTRARS |
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In Canada: | In the United States: |
Computershare Investor Services, Inc. 320 Bay Street, 14th Floor Toronto, ON M5H 4A6 Canada | Computershare Trust Company NA 150 Royall St., Suite 101 Canton, MA 02021 U.S. |
Tel: 1-866-332-8898 Website: www.computershare.com/cenovus |
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Cenovus Energy Inc. – 2025 Annual Information Form | 49 |
During the year ended December 31, 2025, Cenovus has not entered into any contracts, nor are there any contracts still in effect, that are material to Cenovus, other than contracts entered into in the ordinary course of business.
On January 1, 2026 the standstill agreements (each, a “Husky Standstill Agreement”), registration rights agreements (each, a “Husky Arrangement Registration Rights Agreement”) and pre-emptive rights agreements (each, a “Husky Arrangement Pre-Emptive Rights Agreement”) entered into with each of Hutchison Whampoa Europe Investments S.à r.l. (“Hutchison”) and L.F. Investments S.à r.l. (“L.F. Investments”), in connection with the Husky Arrangement, expired in accordance with their terms. Copies of the Husky Standstill Agreements, Husky Arrangement Registration Rights Agreements and Husky Arrangement Pre-Emptive Rights Agreements were filed on SEDAR+ on January 4, 2021, and are available on SEDAR+ at sedarplus.ca and EDGAR at sec.gov.
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ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER |
On October 24, 2020, each of Hutchison and L.F. Investments entered into Husky Standstill Agreements, with effect as of January 1, 2021, which provided for certain restrictions and obligations in connection with such shareholder’s shareholdings in Cenovus following completion of the transactions contemplated by the Husky Arrangement (the “Transfer Restrictions”).
The Husky Standstill Agreements expired on January 1, 2026, in accordance with their terms and the common shares held by each of Hutchison and L.F. Investments are no longer subject to the Transfer Restrictions.
The following table summarizes the number of Cenovus securities that were subject to the Transfer Restrictions as at December 31, 2025: | | | | | | | | | | | | | | | | | |
Name of Holder | Designation of Securities | | Number of Securities subject to Transfer Restrictions | | Percentage of Class |
Hutchison Whampoa Europe Investments S.à r.l. | Common Shares | | 316,927,051 | | 16.8 |
L.F. Investments S.à r.l. | Common Shares | | 231,194,699 | | 12.3 |
Total | | | 548,121,750 | | 29.1 |
The Company’s independent registered public accounting firm is PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have issued a Report of Independent Registered Public Accounting Firm dated February 18, 2026, in respect of the Company’s Consolidated Financial Statements as at December 31, 2025 and December 31, 2024, and for each of the years then ended and on the effectiveness of internal control over financial reporting as at December 31, 2025. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, including the Rules of Professional Conduct with Guidance of the Chartered Professional Accountants of Alberta and any applicable legislation or regulations, as well as the rules of the U.S. Securities and Exchange Commission (“SEC”) and the Public Company Accounting Oversight Board on auditor independence.
Information relating to reserves in this AIF has been calculated by McDaniel and GLJ as independent qualified reserves evaluators. The partners, employees or consultants of each of McDaniel and GLJ, in each case, as a group own beneficially, directly or indirectly, less than one percent of any class of the Company’s outstanding securities.
Additional information relating to Cenovus is available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on the Company’s website at cenovus.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of Cenovus’s securities, and securities authorized for issuance under its equity-based compensation plans, is included in the Company’s management information circular for its most recent annual meeting of shareholders.
Additional financial information concerning Cenovus as at December 31, 2025, can be found in Cenovus’s Consolidated Financial Statements and annual MD&A for the year ended December 31, 2025.
As a Canadian corporation listed on the NYSE, Cenovus is not required to comply with most of the NYSE’s corporate governance standards, and instead may comply with Canadian corporate governance practices. However, the Company is required to disclose the significant differences between its corporate governance practices and the requirements applicable to U.S. domestic companies listed on the NYSE. Except as summarized on the Company’s website at cenovus.com, the Company is in compliance with the NYSE corporate governance standards in all significant respects.
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Cenovus Energy Inc. – 2025 Annual Information Form | 50 |
Unless otherwise specified, all dollar amounts are expressed in Canadian dollars. All references to “dollars”, “C$” or to “$” are to Canadian dollars and all references to “US$” are to U.S. dollars. The information contained in this AIF is dated as at December 31, 2025, unless otherwise indicated. Numbers presented are rounded to the nearest whole number and tables may not add due to rounding.
Unless otherwise indicated, all financial information included in this AIF has been prepared in accordance with IFRS Accounting Standards, which are generally accepted accounting principles for publicly accountable enterprises in Canada.
Cenovus holds interests in a number of joint ventures, as classified under IFRS Accounting Standards, that are accounted for using the equity method of accounting in our Consolidated Financial Statements, including a 30 percent equity ownership interest in Duvernay and a 40 percent equity ownership interest in HCML. Unless otherwise indicated, the operational events and results from these equity interests including, without limitation, production, reserves, revenues, costs and expenses may not be reflected in the Consolidated Financial Statements or the annual 2025 MD&A. As a result, the disclosure in the annual 2025 MD&A in respect to certain equity method investees may differ from corresponding information in this AIF. Readers are directed to the information contained under the heading “Reserves Data and Other Oil and Gas Information” in this AIF for further information regarding Cenovus’s interests in Duvernay and HCML.
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ABBREVIATIONS AND CONVERSIONS |
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Crude Oil and NGLs | Natural Gas | Other |
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bbl | barrel | Mcf | thousand cubic feet | BOE | barrel of oil equivalent |
Mbbls/d | thousand barrels per day | MMcf | million cubic feet | MBOE/d | thousand barrels of oil equivalent per day |
MMbbls | million barrels | MMcf/d | million cubic feet per day | MMBOE | million barrels of oil equivalent |
WTI | West Texas Intermediate | Bcf | billion cubic feet | OPEC | Organization of Petroleum Exporting Countries |
WCS | Western Canadian Select | MMBtu | million British thermal units | OPEC+ | OPEC and a group of 10 non-OPEC members |
AWB | Access Western Blend | | | GHG | greenhouse gas |
CDB | Christina Dilbit Blend | | | FPSO | floating production, storage and offloading unit |
CLB | Cold Lake Blend | | | NCIB | normal course issuer bid |
LLB | Lloyd Blend | | | AECO | Alberta Energy Company |
WDB | Western Canada Dilbit Blend | | | USGC | U.S. Gulf Coast |
In this AIF, natural gas volumes are converted to BOE on the basis of six Mcf to one bbl. BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.
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Cenovus Energy Inc. – 2025 Annual Information Form | 51 |
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FORWARD-LOOKING INFORMATION |
This AIF contains forward-looking statements and other information (collectively “forward-looking information”) about the Company’s current expectations, estimates and projections, made in light of the Company’s experience and perception of historical trends. Although we believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. This forward-looking information is identified by words such as “anticipate”, “believe”, “capacity”, “commit”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “may”, “plan”, “target” and “will”, or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: the Company’s target to return 50 percent, or 75 percent of Excess Free Funds Flow to shareholders, depending on the Company’s Net Debt, in accordance with the updated shareholder returns framework; Net Debt targets and Excess Free Funds Flow; share repurchases under the NCIB and the timing thereof; timing for completion of commissioning activities and commencement of drilling at the West White Rose project and SeaRose FPSO; exploration and future development programs at Block DW-1; planned relinquishment of the Liman contract area; expected levels and timing of production for any facility, project, segment or the Company as a whole; the evaluation of a carbon capture and sequestration project at the Minnedosa ethanol plant; the redemption of the Company’s preferred shares; the use of financial derivatives and other arrangements to manage its exposure to fluctuations in commodity prices, foreign exchange and interest rates, future carbon compliance costs, power prices, energy costs associated with the production, transportation and refining of crude oil, or to offset select carbon emissions; the Company’s expectation that existing cash and cash equivalents balances, internally generated cash flows, existing credit facilities, management of its asset portfolio and access to capital markets will be sufficient to fund the Company’s future development costs; the intended effects of the Company’s plans and policies into its operations; commitment to a safe and inclusive workplace; investing in and partnering with local and Indigenous communities; continuously improving operating practices; investing in technology; innovating to reduce our GHG emissions and minimize our environmental impact, and delivering transparent performance reporting; the expectation that the Company’s bitumen reserves will be recovered using SAGD, except for heavy crude oil; Cenovus’s forecasted production of Cenovus’s proved and proved plus probable SAGD bitumen reserves; timing estimates for the Company’s production of the current proved developed portion; anticipated timing for the proved and probable undeveloped reserves attributable to the West White Rose project to be on stream; timing for potential expiry of the rights to explore, develop and exploit unproved net acres related to Crown and freehold properties in Canada; the Company’s commitment related to exploration to be completed in China; relationships with Indigenous communities and other stakeholders; commitment to human rights; funding future development costs; margins and Netbacks; optimizing product mix, delivery points, transportation commitments and customer diversification; unlocking resource potential; creating additional transportation options for our products; capturing global prices for crude oil production; capturing value; forecast operating and financial results; forecast capital expenditures; techniques expected to be used to recover reserves; abandonment and reclamation costs; funding decommissioning liabilities; expected payment of taxes, royalties and other payments and timing thereof; potential impacts of various identified risk factors, including those related to commodity prices; credit ratings and cost of financing; reserves and related information, development of reserves and future net revenue, future development costs and funding of future development costs; expected capacities, including for projects, processing, storage, transportation and refining; interest and cost of external funding; regulatory, partner or internal approvals; impact of regulatory measures; forecast commodity prices, inflation, exchange rates and trends and expected impacts to the Company; and future use and development of technology. Readers are cautioned not to place undue reliance on forward-looking information as the Company’s actual results may differ materially from those expressed or implied.
Statements relating to “reserves” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated, and can be profitably produced in the future.
Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to the Company and others that apply to the industry generally. The factors or assumptions on which the forward-looking information is based include, but are not limited to: forecast bitumen, crude oil and natural gas, natural gas liquids, condensate and refined products prices; light-heavy crude oil price differentials; the Company’s ability to realize the anticipated benefits of acquisitions; the accuracy of any assessments undertaken in connection with acquisitions; forecast production and crude throughput volumes and timing thereof; forecast prices and costs; projected capital investment levels, the flexibility of capital spending plans and associated sources of funding; the absence of significant adverse changes to government policies, legislation and regulations (including related to climate change), Indigenous relations, royalty regimes, interest rates, inflation, foreign exchange rates, global economic activity, competitive conditions and the supply and demand for bitumen, crude oil and natural gas, NGLs, condensate and refined products; the political, economic and social stability of jurisdictions in which the Company operates; the absence of significant disruption of operations, including as a result of harsh weather conditions, natural disaster, accidents, third-party actions, civil unrest or other similar events; the absence of certain changes, including divestitures, as it relates to production estimates; the prevailing climatic conditions in the Company’s operating locations; achievement of further cost reductions and sustainability thereof; applicable royalty regimes, including expected royalty rates; future improvements in availability of product transportation capacity; increases to the Company’s share price and market capitalization over the long term; opportunities to purchase Company shares for cancellation at prices acceptable to the Company; the Company’s ability to use financial derivatives and other arrangements to manage its exposure
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Cenovus Energy Inc. – 2025 Annual Information Form | 52 |
to fluctuations in commodity prices, foreign exchange and interest rates; future carbon compliance costs, power prices, energy costs associated with the production, transportation and refining of crude oil, or to offset select carbon emissions; the Company’s ability to engage in trading activities for purposes other than hedging; the future carbon compliance costs, power prices, energy costs associated with the production, transportation and refining of crude oil, or to offset select carbon emissions; the sufficiency of cash balances, internally generated cash flows, existing credit facilities, management of the Company’s asset portfolio and access to capital and insurance coverage at a reasonable cost to pursue and fund future investments, sustainability and development plans and shareholder returns, including any increase thereto; the ability of the Company to achieve its Net Debt and Excess Free Cash Flow targets; realization of expected capacity to store within the Company’s oil sands reservoirs barrels not yet produced, including that the Company will be able to time production and sales of our inventory at later dates when demand has increased, pipeline and/or storage capacity has improved and future crude oil differentials have narrowed; the Company’s ability to produce from oil sands facilities on an unconstrained basis; estimates of quantities of oil, bitumen, natural gas and liquids from properties and other sources not currently classified as proved; the accuracy of accounting estimates and judgments; the Company’s ability to obtain necessary regulatory and partner approvals; the successful, timely and cost effective implementation of capital projects, development projects or stages thereof; the Company’s ability to generate sufficient cash flow to meet current and future obligations; estimated abandonment and reclamation costs, including associated levies and regulations applicable thereto; the Company’s ability to obtain and retain qualified staff and equipment in a timely and cost-efficient manner; the Company’s ability to complete acquisitions and dispositions, including with desired transaction metrics and within expected timelines; the accuracy of climate scenarios and assumptions, including third-party data on which the Company relies; ability to access and implement all technology and equipment necessary to achieve expected future results, including in respect of sustainability goals and the commercial viability and scalability of related strategies, technology and products; risk that the benefit of investment in sustainability focus areas and goals may be less than expected; collaboration with the government and industry organizations; market and business conditions; forecast inflation and other assumptions inherent in the Company’s 2026 guidance available on cenovus.com and as set out below; the availability of Indigenous owned or operated businesses and the Company’s ability to retain them; and other risks and uncertainties described from time to time in the filings the Company makes with securities regulatory authorities. 2026 guidance dated December 10, 2025, and available on cenovus.com, assumes: Brent prices of US$64.00 per barrel, WTI prices of US$60.00 per barrel; WCS of US$47.50 per barrel; Differential WTI-WCS of US$12.50 per barrel; AECO natural gas prices of $2.50 per Mcf; Chicago 3-2-1 crack spread of US$20.00 per barrel; RINs of US$6.00 per barrel; and an exchange rate of $0.72 US$/C$.
The risk factors and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking information, include, but are not limited to: the Company’s ability to realize the anticipated benefits of acquisitions in a timely manner or at all; the Company’s ability to successfully integrate acquired businesses with its own in a timely and cost effective manner; unforeseen or underestimated liabilities associated with acquisitions; risks associated with acquisitions and dispositions; the Company’s ability to access or implement some or all of the technology necessary to efficiently and effectively operate its assets and achieve expected future results including in respect of sustainability goals and the commercial viability and scalability of strategies and related technology and products; volatility of and other assumptions regarding commodity prices; the duration of any market downturn; the Company’s ability to integrate upstream and downstream operations to help mitigate the impact of volatility in light-heavy crude oil differentials and contribute to its net earnings; foreign exchange risk, including related to agreements denominated in foreign currencies; the Company’s continued liquidity being sufficient to sustain operations through a prolonged market downturn; the Company’s ability to realize the expected impacts of its capacity to store within its oil sands reservoirs barrels not yet produced, including possible inability to time production and sales at later dates when pipeline and/or storage capacity and crude oil differentials have improved; the effectiveness of the Company’s risk management program; the accuracy of cost estimates regarding commodity prices, the impact of tariffs and responses thereto, currency and interest rates; product supply and demand; the accuracy of the Company’s share price and market capitalization assumptions; market competition, including from alternative energy sources; risks inherent in the Company’s marketing operations, including credit risks, exposure to counterparties and partners, including the ability and willingness of such parties to satisfy contractual obligations in a timely manner; risks inherent in the Company’s risk management and trading activities; disclosure controls and procedures and internal control over financial reporting; risks inherent in the operation of the Company’s crude-by-rail terminal, including health, safety and environmental risks; the Company’s ability to maintain desirable ratios of Net Debt to Adjusted Earnings before interest, taxes, depreciation, and amortization and Net Debt to Adjusted Funds Flow; the Company’s ability to access various sources of debt and equity capital, generally, and on acceptable terms; the Company’s ability to finance growth and sustaining capital expenditures; the ability to complete and optimize drilling, completion, tie-in and infrastructure projects; the ability of the Company to ramp-up activities at its refineries on its anticipated timelines; risks associated with project development and execution; changes in credit ratings applicable to the Company or any of its securities; changes to the Company’s dividend plans; the Company’s ability to utilize tax losses in the future; tax audits and reassessments; the accuracy of the Company’s reserves, future production and future net revenue estimates; the accuracy of the Company’s accounting estimates and judgements; the Company’s ability to replace and expand crude oil and natural gas reserves; the costs to acquire exploration rights, undertake geological studies, appraisal drilling and project developments; potential requirements under applicable accounting standards for impairment or reversal of estimated recoverable amounts of some or all of the Company’s assets or goodwill from time to time; the Company’s ability to maintain its relationships with its
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Cenovus Energy Inc. – 2025 Annual Information Form | 53 |
partners and to successfully manage and operate its integrated operations and business; risks associated with the operation of our assets by third-parties or joint ventures and our ability to control and manage such risks; reliability of the Company’s assets including in order to meet production targets; potential disruption or unexpected technical difficulties in developing new products and manufacturing processes; the occurrence of unexpected events resulting in operational interruptions, including at facilities operated by our partners or third parties, such as blowouts, fires, explosions, railcar incidents or derailments, aviation incidents, iceberg collisions, gaseous leaks, migration of harmful substances, loss of containment, releases or spills, including releases or spills from offshore facilities and shipping vessels at terminals or hubs and as a result of pipeline or other leaks, corrosion, epidemics or pandemics, and catastrophic events, including, but not limited to, war, adverse sea conditions, extreme weather events, natural disasters, acts of activism, vandalism and terrorism, and other accidents or hazards that may occur at or during transport to or from commercial or industrial sites and other accidents or similar events; refining and marketing margins; cost escalations, including inflationary pressures on operating costs, such as labour, materials, natural gas and other energy sources used in oil sands processes and downstream operations and increased insurance deductibles or premiums; the cost and availability of equipment necessary to the Company’s operations; potential failure of products to achieve or maintain acceptance in the market; risks associated with the energy industry’s and the Company’s reputation, social licence to operate and litigation related thereto; unexpected cost increases or technical difficulties in operating, constructing or modifying manufacturing or refining facilities; unexpected difficulties in producing, transporting or refining bitumen and/or crude oil into petroleum and chemical products; risks associated with technology and equipment and its application to the Company’s business, including potential cyberattacks; risks associated with the collection, use and storage of sensitive business data, including intellectual property, proprietary information and personal information; geopolitical and other risks associated with the Company’s international operations; risks associated with climate change and the Company’s assumptions relating thereto; the timing and the costs of well and pipeline construction; the Company’s ability to access markets and to secure adequate and cost effective product transportation including sufficient pipeline, crude-by-rail, marine or alternate transportation, including to address any gaps caused by constraints in the pipeline system or storage capacity; availability of, and the Company’s ability to attract and retain, critical and diverse talent; possible failure to obtain and retain qualified leadership and personnel, and equipment in a timely and cost efficient manner; changes in labour demographics and relationships, including with any unionized workforces; unexpected abandonment and reclamation costs; changes in the regulatory frameworks, permits and approvals in any of the locations in which the Company operates or to any of the infrastructure upon which it relies; government actions or regulatory initiatives to curtail energy operations or pursue broader climate change agendas; changes to regulatory approval processes and land use designations, royalty, tax, environmental, GHG, carbon, climate change and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes and standards on the Company’s business, its financial results and Consolidated Financial Statements; changes in general economic, market and business conditions; the impact of production agreements among OPEC+ and non-OPEC+ members; the political, social and economic conditions in the jurisdictions in which the Company operates or supplies; the status of the Company’s relationships with the communities in which it operates, including with Indigenous communities; the occurrence of unexpected events such as protests, pandemics, war, terrorist threats and the instability resulting therefrom; and risks associated with existing and potential future lawsuits, shareholder proposals and regulatory actions against the Company.
Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof, and the Company undertakes no obligation to update or revise any forward-looking information except as required by law. Events or circumstances could cause our actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information. For a full discussion of the Company’s material risk factors, see Risk Management and Risk Factors in the Company’s annual 2025 MD&A, and to the risk factors described in other documents the Company files from time to time with securities regulatory authorities in Canada, available on SEDAR+ at sedarplus.ca, and with the U.S. Securities and Exchange Commission on EDGAR at sec.gov, and on the Company’s website at cenovus.com.
Information on or connected to the Company’s website at cenovus.com does not form part of this AIF unless expressly incorporated by reference herein.
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Cenovus Energy Inc. – 2025 Annual Information Form | 54 |
Report on Reserves Data By Independent Qualified Reserves Evaluators
To the Board of Directors of Cenovus Energy Inc. (the “Corporation”):
1.We have evaluated the Corporation’s reserves data as at December 31, 2025. The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2025, estimated using forecast prices and costs.
2.The reserves data are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the reserves data based on our evaluation.
3.We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the “COGE Handbook”) maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter).
4.Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with principles and definitions presented in the COGE Handbook.
5.The following table shows the net present value of future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Corporation evaluated for the year ended December 31, 2025, and identifies the respective portions thereof that we have evaluated and reported on to the Corporation’s management and Board of Directors:
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Independent Qualified Reserves Evaluator | Effective Date of Evaluation Report | Location of Reserves | Evaluated Net Present Value of Future Net Revenue (Before Income Taxes, 10% Discount Rate) ($ millions) |
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McDaniel & Associates Consultants Ltd. | December 31, 2025 | Canada | 79,439 | |
McDaniel & Associates Consultants Ltd. | December 31, 2025 | China | 2,246 | |
McDaniel & Associates Consultants Ltd. | December 31, 2025 | Indonesia | 433 | |
GLJ Ltd. | December 31, 2025 | Canada | 1,489 | |
| | | 83,607 | |
6.In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied.
7.We have no responsibility to update our reports referred to in paragraph five for events and circumstances occurring after the effective date of our reports.
8.Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.
Executed as to our report referred to above:
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/s/ Brian R. Hamm | | /s/ Jodi L. Anhorn |
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Brian R. Hamm, P. Eng. President & CEO McDaniel & Associates Consultants Ltd. Calgary, Alberta, Canada | | Jodi L. Anhorn, M.Sc., P. Eng. President and Chief Executive Officer GLJ Ltd. Calgary, Alberta, Canada |
February 17, 2026
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Cenovus Energy Inc. – 2025 Annual Information Form | 55 |
Report of Management and Directors on Reserves Data and Other Information
Management of Cenovus Energy Inc. (the “Corporation”) are responsible for the preparation and disclosure of information with respect to the Corporation’s oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data.
Independent qualified reserves evaluators have evaluated the Corporation’s reserves data. The report of the independent qualified reserves evaluators will be filed with securities regulatory authorities concurrently with this report.
The Safety, Sustainability and Reserves Committee of the Board of Directors of the Corporation has:
(a)reviewed the Corporation’s procedures for providing information to the independent qualified reserves evaluators;
(b)met with the independent qualified reserves evaluators to determine whether any restrictions affected the ability of the independent qualified reserves evaluators to report without reservation; and
(c)reviewed the reserves data with management and each of the independent qualified reserves evaluators.
The Safety, Sustainability and Reserves Committee of the Board of Directors of the Corporation has reviewed the Corporation’s procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The Board of Directors has, on the recommendation of the Safety, Sustainability and Reserves Committee, approved:
(a)the content and filing with securities regulatory authorities of the reserves data and other oil and gas information;
(b)the filing of the report of the independent qualified reserves evaluators on the reserves data; and
(c)the content and filing of this report.
Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.
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/s/ Jonathan M. McKenzie | | /s/ Karamjit S. Sandhar |
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Jonathan M. McKenzie President & Chief Executive Officer Cenovus Energy Inc. | | Karamjit S. Sandhar Executive Vice-President & Chief Financial Officer Cenovus Energy Inc. |
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/s/ Alexander J. Pourbaix | | /s/ Richard J. Marcogliese |
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Alexander J. Pourbaix Board Chair Cenovus Energy Inc. | | Richard J. Marcogliese Director and Chair of the Safety, Sustainability and Reserves Committee Cenovus Energy Inc. |
February 18, 2026
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Cenovus Energy Inc. – 2025 Annual Information Form | 56 |
Audit Committee Mandate
The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Cenovus Energy Inc. (“Cenovus” or the “Corporation”) appointed to act in an advisory capacity to the Board and assist the Board in fulfilling its oversight responsibilities.
The Committee’s primary duties and responsibilities are to:
•Oversee and monitor the effectiveness and integrity of the Corporation’s accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting compliance.
•Oversee audits of the Corporation’s financial statements.
•Oversee and monitor the Corporation’s market risk management framework, including supporting guidelines and policies, related to the management of commodity price, currency (foreign exchange), and interest rate market risk.
•Oversee and monitor management’s identification of principal financial risks and monitor the process to manage such risks.
•Oversee and monitor the Corporation’s compliance with legal and regulatory requirements related to financial reporting and disclosures.
•Oversee and monitor the qualifications, independence and performance of the Corporation’s external auditors and internal auditing group.
•Review amendments to and compliance with the Code of Business Conduct & Ethics.
•Provide an avenue of communication among the external auditors, management, the internal auditing group and the Board.
The Committee has the authority to conduct any review or investigation appropriate to fulfilling its responsibilities. The Committee shall have unrestricted access to personnel and information, and any resources necessary to carry out its responsibility. In this regard, the Committee may direct internal audit personnel to particular areas of examination.
Constitution, Composition and Definitions
1.Reporting
The Committee shall report to the Board.
2.Composition of Committee
The Committee shall consist of not less than three and not more than eight directors, all of whom shall qualify as independent directors pursuant to National Instrument 52-110 Audit Committees (as implemented by the Canadian Securities Administrators (“CSA”) and as amended from time to time) (“NI 52-110”).
All members of the Committee shall be financially literate, as defined in NI 52-110, and at least one member shall have accounting or related financial managerial expertise.
At least one member shall have experience in the oil and gas industry.
Committee members shall not simultaneously serve on the audit committees of more than two other public companies, unless the Board first determines that such simultaneous service shall not impair the ability of the relevant members to effectively serve on the Committee, and required public disclosure is made.
The non-executive Board Chair shall be a non-voting member of the Committee. See “Quorum” for further details.
3.Appointment of Committee Members
Committee members shall be appointed by the Board, effective after the election of directors at the annual meeting of shareholders, provided that any member may be removed or replaced, subject to any requirements under the heading “Composition of Committee” above, at any time by the Board and shall, in any event, cease to be a Committee member upon ceasing to be a Board member.
4.Vacancies
Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board.
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5.Chair
The Governance Committee shall recommend for approval to the Board an independent director to act as Chair of the Committee (the “Chair”). The Board shall appoint the Chair.
If unavailable or unable to attend a meeting of the Committee, the Chair shall ask another member to chair the meeting, failing which a member of the Committee present at the meeting shall be chosen to preside over the meeting by a majority of the members of the Committee present at such meeting.
The Chair presiding at any meeting of the Committee shall not have a casting vote.
The items pertaining to the Chair in this section should be read in conjunction with the Committee Chair section of the Chair of the Board of Directors and Committee Chair General Guidelines.
6.Secretary
The Committee shall appoint a Secretary who need not be a member of the Committee. The Secretary shall keep minutes of the meetings of the Committee.
7.Committee Meetings
The Committee shall meet at least quarterly. The Chair may call additional meetings as required. In addition, a meeting may be called by the non-executive Board Chair, the President & Chief Executive Officer, or any member of the Committee or by the external auditors.
Committee meetings may, by agreement of the Chair, be held in person, by video conference, by means of telephone, by other electronic or communication facility or by a combination of any of the foregoing.
At every Committee meeting the Committee shall meet without the presence of management.
8.Notice of Meeting
Notice of the time and place of each meeting may be given orally, or in writing, or by facsimile, or by electronic means to each member of the Committee at least 24 hours prior to the time fixed for such meeting. Notice of each meeting shall also be given to the external auditors of the Corporation.
A member and the external auditors may, in any manner, waive notice of the Committee meeting. Attendance of a member at a meeting shall constitute waiver of notice of the meeting except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
9.Quorum
A majority of Committee members, present in accordance with section 7, shall constitute a quorum. In addition, if an ex officio, non-voting member’s presence is required to attain a quorum of the Committee, then the said member shall be allowed to cast a vote at the meeting.
10.Attendance at Meetings
The President & Chief Executive Officer, the Chief Financial Officer, the Comptroller and the head of internal audit are expected to be available to attend the Committee’s meetings or portions thereof.
The Committee may, by specific invitation, have other resource persons in attendance.
The Committee shall have the right to determine who shall, and who shall not, be present at any time during a meeting of the Committee.
Directors who are not members of the Committee may attend Committee meetings, on an ad hoc basis, upon prior consultation and approval by the Chair or by a majority of the members of the Committee.
11.Minutes
Minutes of Committee meetings shall be sent to all Committee members. The Committee shall report its activities to the full Board at the next regularly scheduled Board meeting or more frequently as determined appropriate by the Chair.
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Cenovus Energy Inc. – 2025 Annual Information Form | 58 |
Specific Responsibilities
In carrying out its oversight responsibilities and its mandate, the Committee is expected to:
12.Review Procedures
(a)Review the summary of the Committee’s composition and responsibilities in the Corporation’s annual report, annual information form or other public disclosure documentation.
(b)Review the summary of all approvals by the Committee of the provision of audit, audit related, tax and other services by the external auditors for inclusion in the Corporation’s annual report and annual information form, or other publicly filed disclosure documentation.
13.Annual Financial Statements
(a)Discuss and review with management and the external auditors the Corporation’s and any subsidiary with public securities’ annual audited financial statements and related documents prior to their filing or distribution. Such review shall include:
(i)The annual financial statements and related notes including significant issues regarding accounting principles, practices and significant management estimates and judgments, including any significant changes in the Corporation’s selection or application of accounting principles, any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies.
(ii)Management’s Discussion and Analysis.
(iii)The use of off-balance sheet financing, including management’s risk assessment and adequacy of disclosure.
(iv)The external auditors’ audit examination of the financial statements and their report thereon.
(v)Any significant changes required in the external auditors’ audit plan.
(vi)Any serious difficulties or disputes with management encountered during the course of the audit, including any restrictions on the scope of the external auditors’ work or access to required information.
(vii)Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.
(b)Review and recommend approval to the Board of the Corporation’s:
(i)Year-end audited financial statements. Such review shall include discussions with management and the external auditors as to:
i.The accounting policies of the Corporation and any changes thereto.
ii.The effect of significant judgments, accruals and estimates.
iii.The manner of presentation of significant accounting items.
iv.The consistency of disclosure.
(ii)Management’s Discussion and Analysis.
(iii)Annual Information Form as to financial information.
(iv)All prospectuses and information circulars, as to financial information.
The review shall include a report from the external auditors about the quality of the most critical accounting principles upon which the Corporation’s financial status depends, and which involve the most complex, subjective or significant judgmental decisions or assessments.
14.Quarterly Financial Statements
(a)Review with management and the external auditors and either approve (such approval to include the authorization for public release) or recommend for approval to the Board the Corporation’s:
(i)Quarterly unaudited financial statements and related documents, including Management’s Discussion and Analysis.
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Cenovus Energy Inc. – 2025 Annual Information Form | 59 |
(ii)Any significant changes to the Corporation’s accounting principles.
(b)Review quarterly unaudited financial statements prior to their distribution of any subsidiary of the Corporation with public securities.
15.Other Financial Filings and Public Documents
(a)Review and discuss with management financial information, including earnings press releases, the use of “pro forma” or non-GAAP financial information and earnings guidance, contained in any filings with the CSA or U.S. Securities and Exchange Commission (“SEC”) or press releases related thereto, and consider whether the information is consistent with the information contained in the financial statements of the Corporation or any subsidiary with public securities.
(b)Review and recommend to the Board any amendments to the Code of Business Conduct & Ethics.
16.Internal Control Environment
(a)Receive from and review with management, the external auditors and the internal auditors an annual report on the Corporation’s control environment as it pertains to the Corporation’s financial reporting process and controls.
(b)Review and discuss significant financial risks or exposures and assess the steps management has taken to monitor, control, report and mitigate such risk to the Corporation.
(c)Review in consultation with the internal auditors and the external auditors, the degree of coordination in the audit plans of the internal auditors and the external auditors and enquire as to the extent the planned scope can be relied upon to detect weaknesses in internal controls, fraud or other illegal acts. The Committee shall assess the coordination of audit effort to assure completeness of coverage and the effective use of audit resources. Any significant recommendations made by the auditors for the strengthening of internal controls shall be reviewed and discussed with management.
(d)Review with the President & Chief Executive Officer, the Chief Financial Officer of the Corporation and the external auditors: (i) all significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal controls and procedures for financial reporting which could adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) or applicable Canadian federal and provincial legislation and regulations within the required time periods, and (ii) any fraud, whether or not material, that involves management of the Corporation or other employees who have a significant role in the Corporation’s internal controls and procedures for financial reporting.
(e)Review significant findings prepared by the external auditors and the internal auditing department together with management’s responses.
17.Other Review Items
(a)Review the process for the certification of the interim and annual financial statements by the President & Chief Executive Officer and Chief Financial Officer, and the certifications made by the President & Chief Executive Officer and Chief Financial Officer.
(b)Review policies and procedures with respect to officers’ and directors’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditor or the external auditors.
(c)Review all related party transactions between the Corporation and any executive officers or directors, including affiliations of any executive officers or directors.
(d)Review with the General Counsel, the head of internal audit and the external auditors the results of their review of the Corporation’s monitoring of compliance with each of the Corporation’s published codes of business conduct and applicable legal requirements.
(e)Review the findings of any significant examination by regulators and government agencies, that may have a material impact on the interim or annual financial statements or other documents filed with securities regulators containing financial information and related corporate compliance policies and programs.
(f)Review policies and practices with respect to off-balance sheet transactions and trading and hedging activities, and consider the results of any review of these areas by the internal auditors or the external auditors.
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Cenovus Energy Inc. – 2025 Annual Information Form | 60 |
(g)Ensure that the Corporation’s presentation of hydrocarbon reserves has been reviewed with the Safety, Sustainability and Reserves Committee of the Board.
(h)Review management’s processes in place to prevent and detect fraud.
(i)Review and report to the Board on compliance with the Code of Business Conduct & Ethics through regular reporting from management on the status of complaints received, employee training and sign-off.
(j)Review and report to the Board on compliance with the Trade Compliance Standard through regular reporting from management on the status of known, suspected or observed violations, investigations and enforcement.
(k)Review:
(i)procedures for the receipt, retention and treatment of complaints received by the Corporation, including confidential, anonymous submissions by employees of the Corporation, regarding accounting, internal accounting controls or auditing matters; and
(ii)a summary of any significant investigations regarding such matters.
(l)Review and discuss the Corporation’s cyber security and cyber risks, receive reports from management on the occurrence of significant cyber incidents, and assess the steps management has taken to:
(i)develop and implement cyber security processes, procedures, and technology; and
(ii)identify, monitor, control, and mitigate the impacts of cyber risks to the Corporation.
(m)Meet on a periodic basis separately with management.
18.External Auditors
(a)Be directly responsible, in the Committee’s capacity as a committee of the Board and subject to the rights of shareholders and applicable law, for the appointment, compensation, retention and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report, or performing other audit, review or attest services for the Corporation. The external auditors shall report directly to the Committee.
(b)Meet on a regular basis with the external auditors (without management present) and have the external auditors be available to attend Committee meetings or portions thereof at the request of the Chair or by a majority of the members of the Committee.
(c)Review and discuss a report from the external auditors at least quarterly regarding:
(i)All critical accounting policies and practices to be used;
(ii)All alternative treatments within accounting principles for policies and practices related to material items that have been discussed with management, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and
(iii)Other material written communications between the external auditors and management, such as any management letter or schedule of unadjusted differences.
(d)Obtain and review a report from the external auditors at least annually regarding:
(i)The external auditors’ internal quality-control procedures.
(ii)Any material issues raised by the most recent internal quality-control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with those issues.
(iii)To the extent contemplated in the following paragraph, all relationships between the external auditors and the Corporation.
(e)Review and discuss at least annually with the external auditors all relationships that the external auditors and their affiliates have with the Corporation and its affiliates in order to determine the external auditors’ independence, including, without limitation, (i) receiving and reviewing, as part of the report described in the preceding paragraph, a formal written statement from the external auditors delineating all relationships that may reasonably be thought to bear on the independence of the external auditors with respect to the Corporation and its affiliates, (ii) discussing with the external auditors any disclosed relationships or services that the external auditors believe may affect the objectivity and independence of the external auditors, and
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Cenovus Energy Inc. – 2025 Annual Information Form | 61 |
(iii) recommending that the Board take appropriate action in response to the external auditors’ report to satisfy itself of the external auditors’ independence.
(f)Review and evaluate annually:
(i)The external auditors’ and the lead partner of the external auditors’ team’s performance, and make a recommendation to the Board regarding the reappointment of the external auditors at the annual meeting of the Corporation’s shareholders or regarding the discharge of such external auditors.
(ii)The terms of engagement of the external auditors together with their proposed fees.
(iii)External audit plans and results.
(iv)Any other related audit engagement matters.
(v)The engagement of the external auditors to perform non-audit services, together with the fees therefor, and the impact thereof, on the independence of the external auditors.
(vi)The Annual Report of the Canadian Public Accountability Board (“CPAB”) concerning audit quality in Canada and discuss implications for Cenovus.
(vii)Any reports issued by CPAB regarding the audit of Cenovus.
(g)Conduct periodically a comprehensive review of the external auditor, with the outcome intended to assist the Committee to identify potential areas for improvement for the audit firm, and to reach a final conclusion on whether the auditor should be reappointed or the audit put out for tender.
(h)Upon reviewing and discussing the information provided to the Committee in accordance with paragraphs 18.(c) through (f), evaluate the external auditors’ qualifications, performance and independence, including whether or not the external auditors’ quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining auditor independence, taking into account the opinions of management and the head of internal audit. The Committee shall present to the Board its conclusions in this respect.
(i)Review the rotation of partners on the audit engagement team in accordance with applicable law. Consider whether, in order to assure continuing external auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis.
(j)Set clear hiring policies for the Corporation’s hiring of employees or former employees of the external auditors.
(k)Consider with management and the external auditors the rationale for employing audit firms other than the principal external auditors.
(l)Consider and review with the external auditors, management and the head of internal audit:
(i)Significant findings during the year and management’s responses and follow-up thereto.
(ii)Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information, and management’s response.
(iii)Any significant disagreements between the external auditors or internal auditors and management.
(iv)Any changes required in the planned scope of their audit plan.
(v)The resources, budget, reporting relationships, responsibilities and planned activities of the internal auditors.
(vi)The internal audit department mandate.
(vii)Internal audit’s compliance with the Institute of Internal Auditors’ standards.
19.Oversight Over the Internal Audit Group
(a)The Committee will have unrestricted access to the head of internal audit.
(b)Meet with the head of internal audit without the presence of management on a quarterly basis or ad hoc basis.
(c)Review and approve the appointment, compensation, performance, replacement, reassignment, or dismissal of the head of internal audit.
(d)Review and approve the Internal Audit budget, resource plan, activities, organizational structure of the internal audit function and the qualifications of the internal auditors.
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Cenovus Energy Inc. – 2025 Annual Information Form | 62 |
(e)Review and confirm the independence of the internal audit group annually.
(f)Approve the Internal Audit Charter and the Internal Audit Plan annually.
(g)Review the performance and effectiveness of the Internal Audit function including conformance with The Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing and the Code of Ethics.
(h)Review and evaluate summaries of all internal audit reports and other communications between internal audit and senior management.
(i)Monitor management’s action plan to address the results of internal audit engagements.
20.Approval of Audit and Non-Audit Services
(a)Review and, where appropriate, approve the provision of all permitted non-audit services (including the fees and terms thereof) in advance of the provision of those services by the external auditors (subject to the de minimus exception for non-audit services described in the Exchange Act or applicable CSA and SEC legislation and regulations, which services are approved by the Committee prior to the completion of the audit).
(b)Review and, where appropriate and permitted, approve the provision of all audit services (including the fees and terms thereof) in advance of the provision of those services by the external auditors.
(c)If the pre-approvals contemplated in paragraphs 20.(a) and (b) are not obtained, approve, where appropriate and permitted, the provision of all audit and non-audit services promptly after the Committee or a member of the Committee to whom authority is delegated becomes aware of the provision of those services.
(d)Delegate, if the Committee deems necessary or desirable, to subcommittees consisting of one or more members of the Committee, the authority to grant the pre-approvals and approvals described in paragraphs 20.(a) through (c). The decision of any such subcommittee to grant pre-approval shall be presented to the full Committee at the next scheduled Committee meeting.
(e)Establish policies and procedures for the pre-approvals described in paragraphs 20.(a) and (b) so long as such policies and procedures are detailed as to the particular service, the Committee is informed of each service and such policies and procedures do not include delegation to management of the Committee’s responsibilities under the Exchange Act or applicable CSA and SEC legislation and regulations.
21.Risk Oversight
The Committee is responsible for oversight of and reports to the Board about risks related to:
(a)The design and operating effectiveness of the Corporation’s market risk management control framework and the processes to manage such risks;
(b)Non-compliance with regulations and policies, including trends, insights, initiatives and investigations, relating to matters within the Committee’s mandate;
(c)All financial filings and public documents, including the Corporation’s and any subsidiary with public securities’ annual audited financial statements and related documents, and all unaudited financial statements and related documents, and other filings and public documents as to financial information;
(d)The evaluation, appointment, compensation, retention and work of the external auditors;
(e)Together with management, the appointment, compensation, replacement, reassignment, or dismissal of the head of internal audit;
(f)The receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
(g)Significant financial risks or exposures, including those related to cyber security and environmental, social and governance (“ESG”) matters, such as climate change; and
(h)Such principal or emerging risks that have been assigned to the Committee, from time to time, by the Board, as recommended by the Governance Committee.
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Cenovus Energy Inc. – 2025 Annual Information Form | 63 |
22.Environmental, Social and Governance (ESG) Oversight
The Committee is responsible for oversight of:
(a)The financial impacts from evolving ESG matters (including climate change) and in particular impacts on the Corporation’s access to capital from its lenders, debt investors, and equity investors, its access to insurance coverage, and to its credit ratings.
(b)Monitoring development of legal and regulatory requirements related to integrated reporting affecting financial reporting and disclosures, including climate disclosures.
23.Miscellaneous
The Committee:
(a)upon approval by a majority of the members of the Committee, may engage outside advisors if deemed advisable;
(b)upon approval by a majority of the members of the Committee, may delegate its duties and responsibilities to subcommittees of the Committee;
(c)shall review with the President & Chief Executive Officer and subject to the concurrence of the Committee, recommend to the Board the appointment, replacement, reassignment, or dismissal of the Chief Financial Officer;
(d)may conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain, obtain advice or otherwise receive assistance from independent counsel, accountants, or others to assist it in the conduct of any investigation as it deems necessary and the carrying out of its duties;
(e)shall determine the appropriate funding for payment by the Corporation (i) of compensation to the external auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, (ii) of compensation to any advisors employed by the Committee, and (iii) of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out of its duties;
(f)shall review and reassess the adequacy of this mandate annually and recommend any proposed changes to the Governance Committee for consideration;
(g)shall consider for implementation any recommendations of the Governance Committee of the Board with respect to the Committee’s effectiveness, structure or processes;
(h)shall perform such other functions as required by law, the Corporation’s by-laws or the Board; and
(i)shall consider any other matters referred to it by the Board.
The duties and responsibilities of a Committee member are in addition to those duties set out for a Board member.
Revised Effective: December 10, 2025
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Cenovus Energy Inc. – 2025 Annual Information Form | 64 |
Exhibit 99.2
Cenovus Energy Inc.
Management’s Discussion and Analysis (unaudited)
For the Year Ended December 31, 2025
(Canadian Dollars)
MANAGEMENT’S DISCUSSION AND ANALYSIS 
| | |
For the year ended December 31, 2025 |
This Management’s Discussion and Analysis (“MD&A”) for Cenovus Energy Inc. (which includes references to “we”, “our”, “us”, “its”, the “Company”, or “Cenovus”, and means Cenovus Energy Inc., the subsidiaries of, joint arrangements, and partnership interests held directly or indirectly by, Cenovus Energy Inc.) dated February 18, 2026, should be read in conjunction with our December 31, 2025 unaudited interim Consolidated Financial Statements and accompanying notes (“interim Consolidated Financial Statements”) and our December 31, 2025 audited Consolidated Financial Statements and accompanying notes (“Consolidated Financial Statements”). All of the information and statements contained in this MD&A are made as at February 18, 2026, unless otherwise indicated. This MD&A contains forward-looking information about our current expectations, estimates, projections and assumptions. See the Advisory for information on the risk factors that could cause actual results to differ materially and the assumptions underlying our forward-looking information. Cenovus management (“Management”) prepared the MD&A. The Audit Committee of the Cenovus Board of Directors (“the Board”) reviewed and recommended the MD&A for approval by the Board, which occurred on February 18, 2026. Additional information about Cenovus, including our quarterly and annual reports, Annual Information Form (“AIF”) and Form 40-F, is available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on our website at cenovus.com. Information on or connected to our website, even if referred to in this MD&A, do not constitute part of this MD&A. Cenovus holds equity ownership interests in a number of joint ventures, as classified under IFRS Accounting Standards (as defined below), that are accounted for using the equity method in our Consolidated Financial Statements. Unless otherwise indicated, operational results of these joint ventures are not reflected in this MD&A. For further information, see the Advisory section of this MD&A.
Basis of Presentation
This MD&A and the Consolidated Financial Statements were prepared in Canadian dollars (which includes references to “dollar” or “$”), except where another currency is indicated, and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) (the “IFRS Accounting Standards”). Production volumes are presented on a before royalties basis. Refer to the Abbreviations and Definitions section for commonly used oil and gas terms.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 2 |
We are a Canadian-based integrated energy company headquartered in Calgary, Alberta. We are one of the largest Canadian-based crude oil and natural gas producers, with upstream operations in Canada and the Asia Pacific region, and one of the largest Canadian-based refiners and upgraders, with downstream operations in Canada and the United States (“U.S.”).
Our upstream operations include oil sands projects in northern Alberta; thermal and conventional crude oil, natural gas and natural gas liquids (“NGLs”) projects across Western Canada; crude oil production offshore Newfoundland and Labrador; and natural gas and NGLs production offshore China and Indonesia. Our downstream operations include upgrading and refining operations in Canada and the U.S., and commercial fuel operations across Canada.
Our operations involve activities across the full value chain to develop, produce, refine, transport and market crude oil, natural gas and refined petroleum products in North America and internationally. Our physically and economically integrated upstream and downstream operations help us mitigate the impact of volatility in light-heavy crude oil price differentials and contribute to our net earnings by capturing value from crude oil, natural gas and NGLs production through to the sale of finished products such as transportation fuels.
For a description of our business segments, see the Reportable Segments section of this MD&A.
Our Strategy
At Cenovus, our purpose is to energize the world to make people’s lives better. Our strategy is focused on maximizing shareholder value over the long-term through sustainable, low-cost, diversified and integrated energy leadership. Our five strategic objectives include: delivering top-tier safety performance and sustainability leadership; maximizing value through competitive cost structures and optimizing margins; a focus on financial discipline, including reaching and maintaining targeted debt levels while positioning Cenovus for resiliency through commodity price cycles; a disciplined approach to allocating capital to projects that generate returns at the bottom of the commodity price cycle; and absolute and per share free funds flow growth.
On December 11, 2025, we released our 2026 corporate guidance, which focused on disciplined capital allocation in support of increasing shareholder returns over time. We will continue to be focused on controlling costs, improving the profitability of our business and optimizing our advantaged portfolio to deliver value for our shareholders. For further details, see the Outlook section of this MD&A and our 2026 corporate guidance dated December 10, 2025, available on our website at cenovus.com.
Our 2025 results reflect strong operational performance in the upstream and downstream business. Despite a weakened commodity price environment, we delivered strong financial results, reached significant milestones in key growth projects and completed strategic acquisitions and divestitures, which enhance our asset portfolio.
•Delivered safe and reliable operations. We delivered safe operations across our business and safely completed turnarounds at Foster Creek, Sunrise and the Toledo Refinery. In late May, we responded to wildfire activity in northern Alberta by temporarily shutting-in production at Christina Lake to ensure the safety of our staff and assets. We resumed production in early June. Safety continues to be our top priority.
•Acquisition of MEG Energy Corp. On November 13, 2025, we completed the acquisition of MEG Energy Corp. (“MEG”) through a plan of arrangement (the “MEG Acquisition”). Purchase consideration for the MEG Acquisition included $3.4 billion in cash partially funded through the receipt of a $2.7 billion term loan facility, and the issuance of 143.9 million Cenovus common shares with a fair value of $3.7 billion. The acquired MEG assets immediately contributed to our Christina Lake production and results.
•Sale of interest in WRB Refining LP. On September 30, 2025, we divested our entire 50 percent interest in the jointly-owned Wood River and Borger refineries held through WRB Refining LP (“WRB”) (the “WRB Divestiture”) for proceeds of US$1.3 billion (C$1.9 billion) after closing adjustments. The divestiture aligns with our strategy of owning and operating assets that are core to our business.
•Record annual upstream production. We achieved record annual upstream production averaging 834.2 thousand BOE per day (2024 – 797.2 thousand BOE per day), primarily due to record annual Oil Sands production averaging 644.1 thousand BOE per day (2024 – 610.7 thousand). Oil Sands production increased due to successful results from new well pads, additional production volumes following the MEG Acquisition and the completion of key growth projects.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 3 |
•Completed and advanced key Oil Sands growth projects. We ramped-up production following the completion of the Narrows Lake tie-back to Christina Lake, and we completed the Foster Creek optimization project ahead of schedule. At Sunrise, we brought new well pads online to support continued production growth. At our Lloydminster conventional heavy oil assets, we made progress on our heavy oil development program.
•Achieved Offshore milestones at the West White Rose Project. The topsides were placed atop the concrete gravity structure, and we completed the subsea tie-ins to our existing production system at the SeaRose floating production, storage and offloading unit (“FPSO”). Hookup and commissioning of the platform continued to progress and was substantially completed in the fourth quarter of 2025, despite challenging offshore weather conditions.
•Strong utilization in our downstream assets. Average crude oil throughput (“throughput”) in our downstream assets was 626.6 thousand barrels per day, representing a crude unit utilization of 95 percent, compared with 646.9 thousand barrels per day in 2024, representing crude unit utilization of 90 percent. Our Canadian assets achieved record annual throughput and continue to run at or above capacity, while the completion of turnarounds and operational improvement initiatives in our operated U.S. assets resulted in higher reliability.
•Reported solid financial results. Adjusted Funds Flow was $8.9 billion, an increase of $707 million from 2024, reflecting strong operating performance in our upstream and downstream operations, despite a weakened commodity price environment. Brent and WTI benchmark prices both decreased by 14 percent, partially offset by higher market crack spreads and the narrowing of the WTI-WCS differential. Cash from operating activities was $8.2 billion, a decrease from $9.2 billion in 2024, mainly due to changes in non-cash working capital.
•Closed senior notes offerings. In connection with the closing of the MEG Acquisition and upcoming debt maturities, the Company closed public offerings in Canada and the U.S. of $2.6 billion of senior unsecured notes. The proceeds of the offerings were used to fund the redemption of select senior unsecured notes and for general corporate purposes.
•Completed the redemption of select senior notes. The Company redeemed US$973 million in principal of senior unsecured notes due in 2027 and 2029, in full, including the US$600 million senior unsecured notes assumed with the MEG Acquisition. The Company also redeemed $750 million in principal of senior unsecured notes due in 2027, in full.
•Delivered significant returns to shareholders. We returned $3.8 billion to common and preferred shareholders, including the purchase of 89.4 million common shares for $2.0 billion through our normal course issuer bid (“NCIB”), $1.4 billion through common and preferred share base dividends, and the redemption of the Company’s series 5 and series 7 preferred shares at a price of $25.00 per share for a total of $350 million. Following the MEG Acquisition, we have adjusted our shareholder returns framework to balance deleveraging with shareholder returns.
•Raised our common share base dividend. In the second quarter, the Board approved an 11 percent increase in the base dividend to $0.800 per common share annually. On February 18, 2026, the Board declared a first quarter dividend of $0.200 per common share.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 4 |
Summary of Annual Results
| | | | | | | | | | | | | | | | | | | | |
| ($ millions, except where indicated) | | 2025 | | 2024 | | 2023 |
| | | | | | |
Upstream Production Volumes (1) (2) (MBOE/d) | | 834.2 | | | 797.2 | | | 778.7 | |
| | | | | | |
Downstream Total Processed Inputs (3) (4) (Mbbls/d) | | 667.5 | | | 678.0 | | | 586.8 | |
| | | | | | |
Crude Oil Unit Throughput (3) (Mbbls/d) | | 626.6 | | | 646.9 | | | 560.4 | |
| | | | | | |
Downstream Production Volumes (3) (Mbbls/d) | | 687.2 | | | 693.1 | | | 599.2 | |
| | | | | | |
Revenues | | 49,696 | | | 54,277 | | | 52,204 | |
| | | | | | |
Operating Margin (5) | | 10,608 | | | 10,809 | | | 11,022 | |
Operating Margin – Upstream (6) | | 10,403 | | | 11,121 | | | 9,870 | |
Operating Margin – Downstream (6) | | 205 | | | (312) | | | 1,152 | |
| | | | | | |
| Cash From (Used In) Operating Activities | | 8,228 | | | 9,235 | | | 7,388 | |
| | | | | | |
Adjusted Funds Flow (5) | | 8,871 | | | 8,164 | | | 8,803 | |
Per Share – Basic (5) ($) | | 4.90 | | | 4.41 | | | 4.64 | |
Per Share – Diluted (5) ($) | | 4.87 | | | 4.38 | | | 4.54 | |
| | | | | | |
| Capital Investment | | 4,907 | | | 5,015 | | | 4,298 | |
| | | | | | |
Free Funds Flow (5) | | 3,964 | | | 3,149 | | | 4,505 | |
| | | | | | |
Net Earnings (Loss) | | 3,930 | | | 3,142 | | | 4,109 | |
Per Share – Basic ($) | | 2.16 | | | 1.68 | | | 2.15 | |
Per Share – Diluted ($) | | 2.15 | | | 1.67 | | | 2.09 | |
| | | | | | |
| Total Assets | | 63,424 | | | 56,539 | | | 53,915 | |
| | | | | | |
Total Long-Term Liabilities (5) | | 25,472 | | | 19,408 | | | 18,993 | |
| | | | | | |
Long-Term Debt, Including Current Portion | | 11,032 | | | 7,534 | | | 7,108 | |
| | | | | | |
Net Debt | | 8,292 | | | 4,614 | | | 5,060 | |
| | | | | | |
Cash Returns to Common and Preferred Shareholders | | 3,782 | | | 3,246 | | | 2,798 | |
| Common Shares – Base Dividends | | 1,423 | | | 1,255 | | | 990 | |
Base Dividends Per Common Share ($) | | 0.780 | | | 0.680 | | | 0.525 | |
| Common Shares – Variable Dividends | | — | | | 251 | | | — | |
Variable Dividends Per Common Share ($) | | — | | | 0.135 | | | — | |
| Purchase of Common Shares Under NCIB | | 1,995 | | | 1,445 | | | 1,061 | |
| Payment for Purchase of Warrants | | — | | | — | | | 711 | |
| Dividends Paid on Preferred Shares | | 14 | | | 45 | | | 36 | |
Preferred Share Redemption | | 350 | | | 250 | | | — | |
| | | | | | |
| | | | | | |
(1)Refer to the Operating and Financial Results section of this MD&A for a summary of total upstream production by product type.
(2)Includes results of the MEG Acquisition from November 13, 2025.
(3)Represent Cenovus’s net interest in refining operations. Following the WRB Divestiture, all refining operations are wholly-owned.
(4)Total processed inputs include crude oil and other feedstocks. Blending is excluded.
(5)Non-GAAP financial measure or contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(6)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 5 |
| | |
|
OPERATING AND FINANCIAL RESULTS |
Selected Operating and Financial Results — Upstream
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | | | Percent Change | | | | | | |
| | | | | | 2025 | | | 2024 | | | |
Production Volumes by Segment (1) (MBOE/d) | | | | | | | | | | | | | | | |
Oil Sands (2) | | | | | | | 644.1 | | 5 | | | 610.7 | | | | |
Conventional (3) | | | | | | | 122.8 | | 2 | | | 119.9 | | | | |
Offshore (4) | | | | | | | 67.3 | | 1 | | | 66.6 | | | | |
Total Production Volumes | | | | | | | 834.2 | | 5 | | | 797.2 | | | | |
| | | | | | | | | | | | | | | |
Production Volumes by Product (1) | | | | | | | | | | | | | | | |
Bitumen (Mbbls/d) | | | | | | | 616.8 | | 4 | | | 591.3 | | | | |
Heavy Crude Oil (Mbbls/d) | | | | | | | 25.1 | | 43 | | | 17.6 | | | | |
Light Crude Oil (5) (Mbbls/d) | | | | | | | 18.1 | | 40 | | | 12.9 | | | | |
NGLs (Mbbls/d) | | | | | | | 28.8 | | (10) | | | 32.0 | | | | |
Conventional Natural Gas (MMcf/d) | | | | | | | 872.4 | | 1 | | | 860.2 | | | | |
Total Production Volumes (MBOE/d) | | | | | | | 834.2 | | 5 | | | 797.2 | | | | |
| | | | | | | | | | | | | | | |
Per-Unit Operating Expenses by Segment (6) ($/BOE) | | | | | | | | | | | | | | | |
Oil Sands (2) | | | | | | | 11.81 | | 4 | | | 11.40 | | | | |
Conventional (3) (7) | | | | | | | 9.84 | | (18) | | | 11.99 | | | | |
Offshore (4) (7) | | | | | | | 16.88 | | (12) | | | 19.27 | | | | |
| | | | | | | | | | | | | | | |
Oil and Gas Reserves (8) (MMBOE) | | | | | | | | | | | | | | | |
Total Proved | | | | | | | 6,135 | | 8 | | | 5,664 | | | | |
Probable | | | | | | | 3,472 | | 24 | | | 2,793 | | | | |
| Total Proved Plus Probable | | | | | | | 9,607 | | 14 | | | 8,457 | | | | |
(1)Refer to the Oil Sands, Conventional and Offshore reportable segments section of this MD&A for a summary of production by product type.
(2)For the year ended December 31, 2025, reported Oil Sands segment production and per-unit operating expenses includes results of the MEG Acquisition from November 13, 2025.
(3)For the year ended December 31, 2025, reported Conventional segment production and per-unit operating expenses include Cenovus’s 30 percent equity interest in the Duvernay Energy Corporation (“Duvernay”) joint venture, which is accounted for using the equity method in the Consolidated Financial Statements. Operating expenses for the Conventional segment, excluding our equity interests in the Duvernay joint venture, was $464 million.
(4)Reported Offshore segment production and per-unit operating expenses include Cenovus’s 40 percent equity interest in the Husky-CNOOC Madura Limited (“HCML”) joint venture, which is accounted for using the equity method in the Consolidated Financial Statements. Operating expenses for the Offshore segment, excluding our equity interests in the HCML joint venture, was $349 million (2024 – $423 million).
(5)Light crude oil corresponds to light crude oil and medium crude oil combined as defined by National Instrument 51-101 “Standards of Disclosure for Oil and Gas Activities” (“NI 51-101”). Cenovus does not produce medium crude oil.
(6)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
(7)Contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(8)Includes values attributable to Cenovus’s 30 percent equity interest in the Duvernay joint venture and Cenovus’s 40 percent equity interest in the HCML joint venture. See the Advisory – Interests in Joint Ventures section of this MD&A.
Production
Total upstream production increased in 2025, compared with 2024, due to:
•Incremental production at Christina Lake following the MEG Acquisition in November 2025 and the ramp-up of production from Narrows Lake.
•Successful results from new well pads at Foster Creek and the completion of the Foster Creek optimization project, which supported additional production.
•Production resuming at the White Rose field following the completion of the SeaRose asset life extension (“ALE”) project.
The increase was partially offset by the temporary shut-in of production at our Rush Lake facilities in our Lloydminster thermal assets, due to a casing failure at a steam injection well that occurred in the second quarter of 2025. In the fourth quarter, we successfully restarted production and the phased ramp-up is progressing as expected.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 6 |
Per-Unit Operating Expenses
For the year ended December 31, 2025, per-unit operating expenses increased in the Oil Sands segment compared with 2024, primarily due to higher fuel costs and higher costs at our Lloydminster thermal assets related to the incident at Rush Lake. Per-unit operating expenses decreased in the Conventional segment primarily due to lower turnaround costs, and processing and gathering costs compared with 2024. Per-unit operating expenses decreased in the Offshore segment compared with 2024, primarily due to higher sales volumes and lower repairs and maintenance expenses as the White Rose field resumed production following the completion of the SeaRose ALE project in the first quarter of 2025.
We continue to focus on controlling costs through securing long-term contracts, working with vendors and purchasing long-lead items to mitigate future cost escalations.
Selected Operating and Financial Results — Downstream
| | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| | | | | | | | | Percent Change | | |
| | | | | | 2025 | | | 2024 |
Crude Oil Unit Throughput by Segment (Mbbls/d) | | | | | | | | | | | |
Canadian Refining | | | | | | | 110.7 | | 22 | | | 90.5 |
U.S. Refining | | | | | | | 515.9 | | (7) | | | 556.4 |
Total Crude Oil Unit Throughput | | | | | | | 626.6 | | (3) | | | 646.9 | |
| | | | | | | | | | | |
Production Volumes by Product (1) (Mbbls/d) | | | | | | | | | | | |
Gasoline | | | | | | | 266.7 | | (5) | | | 280.5 |
Distillates (2) | | | | | | | 210.5 | | (4) | | | 219.9 |
Synthetic Crude Oil | | | | | | | 52.0 | | 27 | | | 41.0 |
Asphalt | | | | | | | 41.8 | | (5) | | | 44.0 |
Ethanol | | | | | | | 5.0 | | 4 | | | 4.8 |
Other | | | | | | | 111.2 | | 8 | | | 102.9 |
Total Production Volumes | | | | | | | 687.2 | | (1) | | | 693.1 |
| | | | | | | | | | | |
Per-Unit Operating Expenses by Segment (3) ($/bbl) | | | | | | | | | | | |
Canadian Refining | | | | | | | 11.59 | | (49) | | | 22.56 |
U.S. Refining | | | | | | | 12.73 | | (2) | | | 12.99 |
| | | | | | | | | | | |
Per-Unit Operating Expenses – Excluding Turnaround Costs by Segment (3) ($/bbl) | | | | | | | | | | | |
| Canadian Refining | | | | | | | 11.54 | | (25) | | | 15.38 |
| U.S. Refining | | | | | | | 10.88 | | (6) | | | 11.55 |
(1)Refer to the Canadian Refining and U.S. Refining reportable segments section of this MD&A for a summary of production by product type.
(2)Includes diesel and jet fuel.
(3)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A. In the Canadian Refining segment, operating expenses represent expenses associated with the Lloydminster Upgrader (“Upgrader”), the Lloydminster Refinery and the commercial fuels business.
Total downstream throughput and refined product production decreased in 2025. The decrease was primarily due to the WRB Divestiture and the impact of turnarounds completed at our Toledo Refinery and non-operated Wood River and Borger refineries during the year. The decrease in throughput and refined product production was partially offset by our Canadian Refining assets running at, or above, full capacity and ongoing operational improvement initiatives at our operated U.S. Refining assets.
In 2025, per-unit operating expenses excluding turnaround costs decreased in the Canadian Refining segment compared with 2024, due to lower project costs and higher total processed inputs. Total processed inputs were lower and operating expenses were higher in 2024, due to a major turnaround completed at the Upgrader in the second quarter of 2024.
In 2025, per-unit operating expenses excluding turnaround costs decreased in the U.S. Refining segment compared with 2024, primarily due to lower controllable operating expenses, partially offset by higher electricity costs.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 7 |
Selected Consolidated Financial Results
Revenues
Revenues decreased eight percent compared with 2024, primarily due to a weakened commodity price environment combined with lower U.S. Refining sales volumes following the WRB Divestiture. The decrease was partially offset by higher sales volumes from our upstream assets and Canadian Refining segment.
Operating Margin
Operating Margin is a non-GAAP financial measure and is used to provide a consistent measure of the cash-generating performance of our assets for comparability of our underlying financial performance between periods.
| | | | | | | | | | | | | | | | | |
| | | | | |
| ($ millions) | | | | | 2025 | | 2024 | | |
Gross Sales | | | | | | | | | |
| External Sales | | | | | 52,751 | | | 57,726 | | | |
Intersegment Sales | | | | | 8,941 | | | 8,970 | | | |
| | | | | 61,692 | | | 66,696 | | | |
| Royalties | | | | | (3,055) | | | (3,449) | | | |
| Revenues | | | | | 58,637 | | | 63,247 | | | |
| Expenses | | | | | | | | | |
| Purchased Product | | | | | 30,078 | | | 33,926 | | | |
| Transportation and Blending | | | | | 11,243 | | | 11,331 | | | |
| Operating Expenses | | | | | 6,710 | | | 7,159 | | | |
Realized (Gain) Loss on Risk Management | | | | | (2) | | | 22 | | | |
Operating Margin | | | | | 10,608 | | | 10,809 | | | |
Operating Margin by Segment
Years Ended December 31, 2025 and 2024
Operating Margin decreased compared with 2024, primarily due to:
•Lower Realized Sales Prices impacting revenues in our Oil Sands segment due to lower benchmark WTI prices, partially offset by a narrower WTI-WCS differential.
•Increased operating expenses in our Oil Sands segment due to higher fuel costs and costs related to the incident at Rush Lake.
The decreases were partially offset by:
•The increase in Oil Sands production discussed above, which includes the accretive impact from the MEG Acquisition.
•Lower operating expenses and higher sales volumes in our Canadian Refining segment, as discussed above.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 8 |
Cash From (Used in) Operating Activities and Adjusted Funds Flow
Adjusted Funds Flow is a non-GAAP financial measure commonly used in the oil and gas industry to assist in measuring a company’s ability to finance its capital programs and meet its financial obligations.
| | | | | | | | | | | | | | | | | |
| | | | |
| ($ millions) | | | | | 2025 | | 2024 | | |
| Cash From (Used in) Operating Activities | | | | | 8,228 | | | 9,235 | | | |
| (Add) Deduct: | | | | | | | | | |
Settlement of Decommissioning Liabilities | | | | | (280) | | | (234) | | | |
| Net Change in Non-Cash Working Capital | | | | | (363) | | | 1,305 | | | |
Adjusted Funds Flow | | | | | 8,871 | | | 8,164 | | | |
Adjusted Funds Flow was higher in 2025, compared with 2024, primarily due to lower current tax expense and lower cash-settled long-term incentive costs, partially offset by higher integration, transaction and other costs, and lower Operating Margin.
Cash from operating activities decreased in 2025, compared with 2024, primarily due to changes in non-cash working capital, partially offset by higher Adjusted Funds Flow, as discussed above. The net change in non-cash working capital was primarily due to an increase in accounts receivable, and decreases in accounts payable and income tax payable, partially offset by a decrease in inventories, excluding the impact of the MEG Acquisition and the WRB Divestiture.
Net Earnings (Loss)
Net earnings in 2025 was $3.9 billion (2024 – $3.1 billion). The increase was primarily due to unrealized foreign exchange gains in 2025 compared with losses in 2024, and lower income tax expense, partially offset by higher depreciation, depletion and amortization expense and lower Operating Margin.
Net Debt
| | | | | | | | | | | | | | | | | |
As at December 31, ($ millions) | 2025 | | | | 2024 | | | | |
| Short-Term Borrowings | — | | | | | 173 | | | | | |
| Current Portion of Long-Term Debt | — | | | | | 192 | | | | | |
| Long-Term Portion of Long-Term Debt | 11,032 | | | | | 7,342 | | | | | |
| Total Debt | 11,032 | | | | | 7,707 | | | | | |
| Cash and Cash Equivalents | (2,740) | | | | | (3,093) | | | | | |
Net Debt | 8,292 | | | | | 4,614 | | | | | |
Total Debt and Net Debt increased as at December 31, 2025, primarily due to the receipt of a $2.7 billion term loan facility and the issuance of $2.6 billion of senior unsecured notes. The increase was partially offset by the redemption and repayment of senior unsecured notes totaling $2.3 billion, which includes the US$600 million notes assumed in the MEG Acquisition, and unrealized foreign exchange gains due to the strengthening of the Canadian dollar. The increase in Net Debt was further offset by the receipt of proceeds from the WRB Divestiture.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 9 |
Capital Investment (1)
| | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| ($ millions) | | | | | | 2025 | | 2024 | | |
| Upstream | | | | | | | | | | | |
| Oil Sands | | | | | | | 2,944 | | | 2,714 | | | |
| Conventional | | | | | | | 453 | | | 421 | | | |
| Offshore | | | | | | | 934 | | | 1,145 | | | |
| Total Upstream | | | | | | | 4,331 | | | 4,280 | | | |
| Downstream | | | | | | | | | | | |
| Canadian Refining | | | | | | | 117 | | | 208 | | | |
| U.S. Refining | | | | | | | 442 | | | 488 | | | |
| Total Downstream | | | | | | | 559 | | | 696 | | | |
| Corporate and Eliminations | | | | | | | 17 | | | 39 | | | |
| Total Capital Investment | | | | | | | 4,907 | | | 5,015 | | | |
(1)Includes expenditures on property, plant and equipment (“PP&E”), exploration and evaluation (“E&E”) assets, and capitalized interest. Excludes capital expenditures related to joint ventures accounted for using the equity method in the Consolidated Financial Statements.
Capital investment in 2025 was mainly related to:
•Sustaining, optimization and redevelopment programs in the Oil Sands segment, including the drilling of stratigraphic test wells as part of our integrated winter program.
•The progression of the West White Rose project.
•Growth projects in our Oil Sands segment, including the progression of the drilling program at our Lloydminster conventional heavy oil assets, the Sunrise growth program, the optimization project at Foster Creek and the Narrows Lake tie-back to Christina Lake.
•Reliability and sustaining activities in our refining segments.
•Drilling, completion, tie-in and infrastructure projects in the Conventional segment.
Drilling Activity
| | | | | | | | | | | | | | | | | | | | | | | |
| Net Stratigraphic Test Wells and Observation Wells | | Net Production Wells (1) |
| 2025 | | 2024 | | 2025 | | 2024 |
Foster Creek | 76 | | | 85 | | | 46 | | | 22 | |
Christina Lake (2) | 68 | | | 61 | | | 27 | | | 23 | |
| Sunrise | 21 | | | 40 | | | 11 | | | 14 | |
Lloydminster Thermal | 68 | | | 53 | | | 12 | | | 22 | |
| Lloydminster Conventional Heavy Oil | 2 | | | 19 | | | 83 | | | 49 | |
| | | | | | | |
Other (3) | — | | | — | | | 5 | | | — | |
| 235 | | | 258 | | | 184 | | | 130 | |
(1)Steam-assisted gravity drainage (“SAGD”) well pairs in the Oil Sands segment are counted as a single producing well.
(2)Includes results of the MEG Acquisition from November 13, 2025.
(3)Includes new resource plays.
Stratigraphic test wells were drilled to help identify future well pad locations and to further evaluate our assets. Observation wells were drilled to gather information and monitor reservoir conditions.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2025 | | 2024 |
| (net wells) | Drilled | | Completed | | Tied-in | | Drilled | | Completed | | Tied-in |
Conventional (1) | 53 | | | 54 | | | 54 | | | 36 | | | 31 | | | 31 | |
(1)Includes values attributable to Cenovus’s 30 percent equity interest in the Duvernay joint venture.
In the Offshore segment, no wells were drilled or completed in 2025 (2024 – drilled and evaluated one exploration well in China).
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 10 |
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COMMODITY PRICES UNDERLYING OUR FINANCIAL RESULTS |
Key performance drivers for our financial results include commodity prices, quality and location price differentials, refined product prices and refining crack spreads, as well as the U.S./Canadian dollar and Chinese Yuan (“RMB”)/Canadian dollar exchange rates. The following table shows selected market benchmark prices and average exchange rates to assist in understanding our financial results.
Selected Benchmark Prices and Exchange Rates (1)
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| | | | | | | | | | | | | | Year Ended December 31, |
| (Average US$/bbl, unless otherwise indicated) | | | Q4 2025 | | Percent Change | | | | | | | Q4 2024 | | 2025 | | Percent Change | | 2024 |
Dated Brent | | | 63.69 | | | (15) | | | | | | | | 74.69 | | | 69.06 | | | (14) | | | 80.76 | |
| WTI | | | 59.14 | | | (16) | | | | | | | | 70.27 | | | 64.81 | | | (14) | | | 75.72 | |
Differential Dated Brent – WTI | | | 4.55 | | | 3 | | | | | | | | 4.42 | | | 4.25 | | | (16) | | | 5.04 | |
| WCS at Hardisty | | | 47.94 | | | (17) | | | | | | | | 57.71 | | | 53.68 | | | (12) | | | 60.97 | |
Differential WTI – WCS at Hardisty | | | 11.20 | | | (11) | | | | | | | | 12.56 | | | 11.13 | | | (25) | | | 14.75 | |
WCS at Hardisty (C$/bbl) | | | 66.89 | | | (17) | | | | | | | | 80.74 | | | 75.07 | | | (10) | | | 83.52 | |
| WCS at Nederland | | | 55.63 | | | (15) | | | | | | | | 65.69 | | | 61.74 | | | (11) | | | 69.69 | |
Differential WTI – WCS at Nederland | | | 3.51 | | | (23) | | | | | | | | 4.58 | | | 3.07 | | | (49) | | | 6.03 | |
| Condensate (C5 at Edmonton) | | | 57.01 | | | (19) | | | | | | | | 70.66 | | | 63.36 | | | (13) | | | 72.94 | |
Differential Condensate – WTI Premium/(Discount) | | | (2.13) | | | (646) | | | | | | | | 0.39 | | | (1.45) | | | (48) | | | (2.78) | |
Differential Condensate – WCS at Hardisty Premium/(Discount) | | | 9.07 | | | (30) | | | | | | | | 12.95 | | | 9.68 | | | (19) | | | 11.97 | |
Condensate (C$/bbl) | | | 79.54 | | | (20) | | | | | | | | 98.84 | | | 83.63 | | | (16) | | | 99.92 | |
| Synthetic at Edmonton | | | 57.84 | | | (19) | | | | | | | | 71.11 | | | 64.47 | | | (14) | | | 75.07 | |
Differential Synthetic – WTI Premium/(Discount) | | | (1.30) | | | (255) | | | | | | | | 0.84 | | | (0.34) | | | (48) | | | (0.65) | |
Synthetic at Edmonton (C$/bbl) | | | 80.69 | | | (19) | | | | | | | | 99.45 | | | 90.15 | | | (12) | | | 102.83 | |
| Refined Product Prices | | | | | | | | | | | | | | | | | | |
| Chicago Regular Unleaded Gasoline (“RUL”) | | | 70.66 | | | (11) | | | | | | | | 78.95 | | | 80.81 | | | (10) | | | 89.95 | |
| Chicago Ultra-low Sulphur Diesel (“ULSD”) | | | 90.70 | | | 2 | | | | | | | | 89.28 | | | 91.13 | | | (7) | | | 97.47 | |
Refining Benchmarks | | | | | | | | | | | | | | | | | | |
Chicago 3-2-1 Crack Spread (2) | | | 18.20 | | | 50 | | | | | | | | 12.12 | | | 19.44 | | | 16 | | | 16.74 | |
Group 3 3-2-1 Crack Spread (2) | | | 19.25 | | | 52 | | | | | | | | 12.66 | | | 20.63 | | | 23 | | | 16.81 | |
| Renewable Identification Numbers (“RINs”) | | | 6.04 | | | 50 | | | | | | | | 4.02 | | | 5.81 | | | 55 | | | 3.74 | |
Upgrading Differential (3) (C$/bbl) | | | 13.53 | | | (27) | | | | | | | | 18.64 | | | 14.92 | | | (22) | | | 19.21 | |
| Natural Gas Prices | | | | | | | | | | | | | | | | | | |
AECO (4) (C$/Mcf) | | | 2.23 | | | 51 | | | | | | | | 1.48 | | | 1.68 | | | 15 | | | 1.46 | |
NYMEX (5) (US$/Mcf) | | | 3.55 | | | 27 | | | | | | | | 2.79 | | | 3.43 | | | 51 | | | 2.27 | |
| Foreign Exchange Rates | | | | | | | | | | | | | | | | | | |
US$ per C$1 – Average | | | 0.717 | | | — | | | | | | | | 0.715 | | | 0.716 | | | (2) | | | 0.730 | |
US$ per C$1 – End of Period | | | 0.730 | | | 5 | | | | | | | | 0.695 | | | 0.730 | | | 5 | | | 0.695 | |
RMB per C$1 – Average | | | 5.084 | | | (1) | | | | | | | | 5.142 | | | 5.144 | | | (2) | | | 5.255 | |
(1)These benchmark prices are not our Realized Sales Prices and represent approximate values. For our Realized Sales Prices refer to the Netback tables in the upstream reportable segments section of this MD&A.
(2)The average 3-2-1 crack spread is an indicator of the adjusted refining margin and is valued on a last-in, first-out accounting basis.
(3)The upgrading differential is the difference between synthetic crude oil at Edmonton and Lloydminster Blend crude oil at Hardisty. The upgrading differential does not precisely mirror the configuration and the product output of our Canadian Refining assets; however, it is used as a general market indicator.
(4)Alberta Energy Company (“AECO”) 5A natural gas daily index.
(5)New York Mercantile Exchange (“NYMEX”) natural gas monthly index.
Crude Oil and Condensate Benchmarks
In 2025, global crude oil benchmark prices, Brent and WTI, decreased compared with 2024, as global supply exceeded demand leading to inventory builds throughout the year. Global crude oil production increased considerably in 2025 as OPEC+ continued to unwind production cuts, while non-OPEC countries, including the United States, Canada and Brazil, also increased supply. Year-over-year demand growth in 2025 weakened compared with 2024 due to a combination of weaker macroeconomic conditions, trade tensions, and other softer industrial activity in major consuming regions.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 11 |
WTI is an important benchmark for Canadian crude oil since it reflects inland North American crude oil prices, and the Canadian dollar equivalent is the basis for determining royalty rates for a number of our crude oil properties.
WCS is a blended heavy oil which consists of both conventional heavy oil and unconventional diluted bitumen. The WCS at Hardisty differential to WTI is a function of the quality differential of light and heavy crude, and the cost of transport. The WTI-WCS differential at Hardisty narrowed in 2025, compared with 2024, due to:
•The Trans Mountain Pipeline expansion project (“TMX”) increasing market access for WCS crude.
•Low inventory levels in the Western Canadian Sedimentary Basin as well as strong global demand for heavy crudes.
•Strong pricing for fuel oil in which heavy grades yield more versus light grades.
WCS at Nederland is a heavy oil benchmark for sales of our product at the U.S. Gulf Coast (“USGC”). The WTI-WCS at Nederland differential is representative of the heavy oil quality differential and is influenced by global heavy oil refining capacity and global heavy oil supply. In 2025, the WTI-WCS at Nederland differential narrowed compared with 2024, due to strong global demand for heavy crudes, as well as other factors as mentioned above.
In Canada, we upgrade heavy crude oil and bitumen into a sweet synthetic crude oil, the Husky Synthetic Blend (“HSB”), at the Upgrader. The price realized for HSB is primarily driven by the price of WTI, and by the supply and demand of sweet synthetic crude oil from Western Canada, which influences the WTI-Synthetic differential.
In 2025, synthetic crude oil at Edmonton strengthened relative to WTI compared with 2024. The strength in pricing relative to 2024 was a function of deep discounts in the first quarter of 2024 due to high synthetic crude oil production in Alberta and the supply of light crude oil being above pipeline capacity on light crude oil pipelines with limited local storage capacity.
Crude Oil Benchmark Prices (1)
(1)Forward pricing as at February 2, 2026.
Blending condensate with bitumen enables our production to be transported through pipelines. Our blending ratios, calculated as diluent volumes as a percentage of total blended volumes, range from approximately 20 percent to 35 percent. The Condensate-WCS differential is an important benchmark, as a higher premium generally results in a decrease in Operating Margin when selling a barrel of blended crude oil. When the supply of condensate in Alberta does not meet the demand, Edmonton condensate prices may be driven by USGC condensate prices plus the cost to transport the condensate to Edmonton. Our blending costs are also impacted by the timing of purchases and deliveries of condensate into inventory to be available for use in blending, as well as timing of blended product sales.
In 2025, the average Edmonton condensate benchmark traded at a smaller discount to WTI compared with 2024, due to the same factors impacting the synthetic crude oil to WTI differential, as discussed above, as well as tight Canadian supply and low Canadian inventories.
Refining Benchmarks
RUL and ULSD benchmark prices are representative of inland refined product prices and are used to derive the Chicago 3-2-1 market crack spread. The 3-2-1 market crack spread is an indicator of the adjusted refining margin generated by converting three barrels of crude oil into two barrels of regular unleaded gasoline and one barrel of ultra-low sulphur diesel, using current-month WTI-based crude oil feedstock prices and valued on a last-in, first-out basis.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 12 |
In 2025, refined product crack spreads in Chicago and Group 3 increased compared with 2024. The increase can be largely attributed to strong product cracks as unplanned global and North American refinery outages supported refined product pricing and new refining capacity has been slow to ramp up. The average cost of RINs was higher in 2025, compared with 2024, due to weaker U.S. production and imports of renewable diesel and biodiesel causing a decline in RINs generation.
North American refining crack spreads are expressed on a WTI basis, while refined products are generally set by global prices. The strength of refining market crack spreads in the U.S. Midwest and Midcontinent generally reflects the differential between Brent and WTI benchmark prices.
Our adjusted refining margin is affected by various other factors such as the quality and purchase location of crude oil feedstock, refinery configuration and product output. The benchmark market crack spreads do not precisely mirror the configuration and product output of our refineries, or the location we sell product; however, they are used as a general market indicator.
Refined Product Benchmarks (1)
(1)Forward pricing as at February 2, 2026.
Natural Gas Benchmarks
In 2025, AECO prices increased compared with 2024, though not as much as the increase in NYMEX pricing. NYMEX prices increased more than AECO as NYMEX prices were supported by strong liquified natural gas (“LNG”) demand, while AECO prices were impacted by limited Western Canadian takeaway capacity, causing the AECO discount to NYMEX to widen. In 2025, both Western Canadian and U.S. natural gas production increased compared with 2024. The price received for our Asia Pacific natural gas production is largely based on long-term contracts.
Foreign Exchange Benchmarks
Our revenues are subject to foreign exchange exposure as the sales prices of our crude oil, NGLs, natural gas and refined products are determined by reference to U.S. dollar benchmark prices. An increase in the value of the Canadian dollar compared with the U.S. dollar has a negative impact on our reported revenue. In addition to our revenues being denominated in U.S. dollars, a significant portion of our long-term debt is also U.S. dollar denominated. As the Canadian dollar strengthens or weakens, our U.S. dollar debt gives rise to unrealized foreign exchange gains or losses, respectively, when translated to Canadian dollars. Changes in foreign exchange rates also impact the translation of our U.S. and Asia Pacific operations.
In 2025, on average, the Canadian dollar weakened relative to the U.S. dollar compared with 2024, positively impacting our reported revenues and negatively impacting our U.S. Refining operating expenses. A portion of our long-term sales contracts in the Asia Pacific region are priced in RMB. An increase in the value of the Canadian dollar relative to the RMB will decrease the revenues received in Canadian dollars from the sale of natural gas commodities in the region. In 2025, on average, the Canadian dollar weakened relative to RMB, compared with 2024, positively impacting our reported revenues.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 13 |
Interest Rate Benchmarks
Our interest income, short-term and floating rate borrowing costs, reported decommissioning liabilities and fair value measurements are impacted by fluctuations in interest rates. A change in interest rates could change our net finance costs, affect how certain liabilities are measured, and impact our cash flow and financial results.
As at December 31, 2025, the Bank of Canada’s policy interest rate was 2.25 percent. On January 28, 2026, the Bank of Canada held the policy interest rate at 2.25 percent.
Commodity Price Outlook
Global crude oil prices softened in 2025 as supply growth outpaced demand following the unwinding of OPEC+ voluntary cuts. Entering 2026, markets remain oversupplied, but price direction is uncertain and subject to volatility driven by policy decisions and geopolitical developments. OPEC+ policy continues to remain crucial to global oil supply and demand balances, and prices. Sanctions on Russian and Iranian crude and refined products have introduced persistent logistical challenges and altered trade flows globally. Policies regarding these regions will continue to be key factors that will drive energy supply. Policy and sanction uncertainty related to Venezuelan crude exports continues to influence global heavy crude oil supply and trade flows.
The global trade war and ongoing geopolitical tensions have the potential to reduce global GDP growth and oil demand, while increasing recessionary risks; however, the actual effects have been less pronounced than expected, and repeated pauses to tariffs have limited the direct economic impacts. There is potential for heightened price volatility across all commodities to continue until there is a firm resolution on the duration and magnitude of tariffs.
In addition to the above, our commodity pricing outlook for the next 12 months is influenced by the following:
•OPEC+ policy and the pace at which OPEC+ unwinds production cuts.
•In the near-term, there is a higher risk of a tariff-induced global economic slowdown that could slow oil demand.
•We expect the WTI-WCS at Hardisty differential will remain largely tied to global supply factors and heavy crude oil processing capacity, as long as supply does not exceed Canadian crude oil export capacity.
•Refined product prices and market crack spreads are likely to continue to fluctuate, adjusting for seasonal trends and refinery utilization in North America and globally.
•AECO and NYMEX natural gas prices are expected to remain volatile. The prospect of new LNG facilities in the U.S. and Canada coming into service or ramping up in the next year could increase demand and support North American natural gas prices. Weather will also continue to be a key driver of demand and impact prices.
•We expect the Canadian dollar to continue to be impacted by the pace at which the U.S. Federal Reserve Board and the Bank of Canada raise or lower benchmark lending rates relative to each other, the U.S. Administration’s policies toward Canada-U.S. trade, crude oil prices and emerging macro-economic factors.
Most of our upstream crude oil and downstream refined product production is exposed to movements in the WTI crude oil price. Our integrated upstream and downstream operations help us to mitigate the impact of commodity price volatility. Crude oil production in our upstream assets is blended with condensate and butane and is used as crude oil feedstock at our downstream refining operations. Condensate extracted from our blended crude oil is sold back to our Oil Sands segment.
Our refining capacity is primarily focused in the U.S. Midwest, along with smaller exposures in the USGC and Alberta, exposing us to market crack spreads in these markets. We will continue to monitor market fundamentals and optimize run rates at our refineries accordingly.
Our exposure to crude oil differentials includes light-heavy and light-medium price differentials. The light-medium price differential exposure is focused on light-medium crudes in the U.S. Midwest market region where we have the majority of our refining capacity, and to a lesser degree, in the USGC and Alberta. Our exposure to light-heavy crude oil price differentials is composed of a global light-heavy component, a regional component in markets we transport barrels to, as well as the Alberta differentials, which could be subject to transportation constraints.
While we expect to see volatility in crude oil prices, we have the ability to partially mitigate the impact of crude oil and refined product differentials through the following:
•Transportation commitments and arrangements – using our existing firm service commitments for takeaway capacity and supporting transportation projects that move crude oil from our production areas to consuming markets, including tidewater markets.
•Integration – heavy oil refining capacity allows us to capture value from both the WTI-WCS differential for Canadian crude oil and spreads on refined products.
•Monitoring market fundamentals and optimizing run rates at our refineries accordingly.
•Traditional crude oil storage tanks in various geographic locations.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 14 |
Key Priorities for 2026
Our 2026 priorities are focused on top-tier safety performance, integration of MEG, maintaining and growing our competitive advantages in our heavy oil value chain, advancing our major projects and progressing our sustainability initiatives, while continuing to focus on cost leadership and balancing shareholder returns with deleveraging.
Top-tier Safety Performance
Safe and reliable operations are our number one priority. We strive to ensure safe and reliable operations across our portfolio, and aim to be best-in-class operators for each of our major assets and businesses.
Integration of MEG
The MEG Acquisition is expected to further strengthen our oil sands assets by integrating top-tier adjacent assets at Christina Lake. In 2026, we plan to complete a fully integrated development plan for Christina Lake intended to increase production, reduce costs and capture synergies across the combined asset.
Heavy Oil Value Chain
Our heavy oil value chain includes all of our bitumen and heavy oil producing, midstream and pipeline-connected downstream assets. Across the value chain, we will focus on increasing our optionality, optimizing our working capital, improving our margins and reducing our break-even pricing.
Project Execution
Investing in future growth and profitability is a priority for us with several key projects underway, including the West White Rose project, the Amine Claus project at Foster Creek, the Christina Lake North expansion project, the Sunrise growth program and development of our Lloydminster assets.
Downstream Competitiveness
A competitive, reliable downstream business is essential to our integrated business. It allows us to be agile in our response to fluctuating demand for refined products and serves as a natural partial hedge to heavy oil differentials.
We will continue to implement operational improvements to our downstream assets to maximize the long-term profitability of our assets.
Returns to Shareholders
Maintaining a strong balance sheet with the resilience to withstand price volatility and capitalize on opportunities throughout the commodity price cycle is a key element of Cenovus’s capital allocation framework. Upon closing of the MEG Acquisition, we adjusted our shareholder returns framework to balance deleveraging with shareholder returns. Our long-term Net Debt target of $4.0 billion remains unchanged and the adjusted framework allows us to make progress towards this target. For further details, see the Liquidity and Capital Resources section of this MD&A.
Cost Leadership
We aim to maximize shareholder value through a continued focus on low-cost structures and margin optimization across our business. We are focused on reducing operating, capital, and general and administrative costs, realizing the full value of our integrated strategy, while making decisions that support long-term value for Cenovus.
Sustainability
Sustainability is central to Cenovus’s culture. We have established goals in our sustainability focus areas and we continue to advance work to support progress against these commitments.
The Government of Canada and the Government of Alberta have announced a framework aimed at strengthening federal-provincial collaboration in the energy sector to support a number of overlapping goals, including Canada’s greenhouse gas (“GHG”) emissions reduction ambitions. We continue to support our commitment to the Pathways Alliance, including efforts to reach agreements with the federal and provincial governments that provide sufficient fiscal and regulatory support to progress large-scale carbon capture projects, while maintaining global competitiveness.
Cenovus’s updated social commitments and 2024 Corporate Social Responsibility report, highlighting our performance in safety, Indigenous reconciliation, and acceptance and belonging, are available on our website at cenovus.com.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 15 |
2026 Corporate Guidance
Our 2026 corporate guidance dated December 10, 2025, is available on our website at cenovus.com.
Our 2026 corporate guidance for total capital investment is between $5.0 billion and $5.3 billion. This includes $3.5 billion to $3.6 billion directed towards sustaining capital to maintain base production and support continued safe and reliable operations, and between $1.2 billion and $1.4 billion of investment directed towards growth projects, such as:
•The Christina Lake North expansion project.
•The drilling program and ramping-up of production at the West White Rose field.
•The Sunrise growth program and the development of our Lloydminster assets.
The following table is a sub-set of our full updated guidance for 2026:
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| Capital Investment ($ millions) | | Production (MBOE/d) | | Crude Oil Unit Throughput (Mbbls/d) |
| Upstream | | | | | |
| Oil Sands | 3,500 - 3,600 | | 755 - 780 | | |
| Conventional | 450 - 500 | | 120 - 125 | | |
| Offshore | 450 - 500 | | 70 - 80 | | |
Upstream Total | 4,400 - 4,600 | | 945 - 985 | | |
| | | | | |
Downstream | | | | | |
Canadian Refining | | | | | 105 - 110 |
U.S. Refining | | | | | 325 - 340 |
Downstream Total | 600 - 700 | | | | 430 - 450 |
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| Corporate and Eliminations | Up to 25 | | | | |
Our Operations
The Company operates through the following reportable segments:
Upstream Segments
•Oil Sands, includes the development and production of bitumen and heavy oil in northern Alberta and Saskatchewan. Cenovus’s oil sands assets include Foster Creek, Sunrise, Lloydminster thermal and Lloydminster conventional heavy oil assets, as well as Christina Lake, which includes the results of the MEG Acquisition completed in November 2025. Cenovus jointly owns and operates pipeline gathering systems and terminals through the equity-accounted investment in Husky Midstream Limited Partnership (“HMLP”). The sale and transportation of Cenovus’s production and third-party commodity trading volumes are managed and marketed through access to capacity on third-party pipelines and storage facilities in both Canada and the U.S. to optimize product mix, delivery points, transportation commitments and customer diversification.
•Conventional, includes assets rich in NGLs and natural gas in Alberta and British Columbia in the Edson, Clearwater and Rainbow Lake operating areas, in addition to the Northern Corridor, which includes Elmworth and Wapiti. The segment also includes interests in numerous natural gas processing facilities. Cenovus’s NGLs and natural gas production is marketed and transported, with additional third-party commodity trading volumes, through access to capacity on third-party pipelines, export terminals and storage facilities. These provide flexibility for market access to optimize product mix, delivery points, transportation commitments and customer diversification.
•Offshore, includes offshore operations, exploration and development activities in the east coast of Canada and the Asia Pacific region, representing China and the equity-accounted investment in HCML, which is engaged in the exploration for, and production of, NGLs and natural gas in offshore Indonesia.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 16 |
Downstream Segments
•Canadian Refining, includes the owned and operated Lloydminster upgrading and asphalt refining complex, which converts heavy oil and bitumen into synthetic crude oil, diesel, asphalt and other ancillary products. Cenovus also owns and operates the Bruderheim crude-by-rail terminal and two ethanol plants. The Company’s commercial fuels business across Canada is included in this segment. Cenovus markets its production and third-party commodity trading volumes in an effort to use its integrated network of assets to maximize value.
•U.S. Refining, includes the refining of crude oil to produce gasoline, diesel, jet fuel, asphalt and other products at the wholly-owned Lima, Superior and Toledo refineries. On September 30, 2025, Cenovus divested its entire 50 percent interest in the jointly-owned Wood River and Borger refineries held through WRB with operator Phillips 66. The U.S. Refining segment included the WRB results up to the date of divestiture. Cenovus markets its own and third-party refined products.
Corporate and Eliminations
Corporate and Eliminations, includes Cenovus-wide costs for general and administrative, financing activities, gains and losses on risk management for corporate-related derivative instruments and foreign exchange. Eliminations include adjustments for feedstock and internal usage of crude oil, natural gas, condensate, other NGLs and refined products between segments; transloading services provided to the Oil Sands segment by the Company’s crude-by-rail terminal; the sale of condensate extracted from blended crude oil production in the Canadian Refining segment and sold to the Oil Sands segment; and unrealized profits in inventory. Eliminations are recorded based on market prices.
UPSTREAM
Oil Sands
In 2025, we:
•Delivered safe and reliable operations, including the safe execution of turnarounds at Foster Creek and Sunrise.
•Completed the MEG Acquisition, which immediately contributed to our Christina Lake results.
•Produced 644.1 thousand BOE per day (2024 – 610.7 thousand BOE per day).
•Generated Operating Margin of $8.9 billion (2024 – $9.8 billion).
•Averaged a Netback of $38.37 per barrel (2024 – $44.88 per barrel).
•Invested capital of $2.9 billion for sustaining activities and growth projects.
In 2025, we completed the Narrows Lake tie-back to Christina Lake and ramped-up production. All major process units at the Foster Creek optimization project were brought online and the project was completed ahead of schedule, supporting incremental production. At Sunrise, we brought new well pads online to support continued production growth. At our Lloydminster conventional heavy oil assets, we made progress on our heavy oil development program.
Financial Results
| | | | | | | | | | | | | | | | | |
| | | | | |
| ($ millions) | | | | | 2025 | | 2024 | | |
| Gross Sales | | | | | | | | | |
External Sales | | | | | 21,541 | | | 21,857 | | | |
Intersegment Sales | | | | | 6,786 | | | 6,590 | | | |
| | | | | 28,327 | | | 28,447 | | | |
| Royalties | | | | | (2,920) | | | (3,274) | | | |
| Revenues | | | | | 25,407 | | | 25,173 | | | |
| Expenses | | | | | | | | | |
| Purchased Product | | | | | 2,886 | | | 1,851 | | | |
| Transportation and Blending | | | | | 10,875 | | | 11,000 | | | |
Operating | | | | | 2,754 | | | 2,511 | | | |
| Realized (Gain) Loss on Risk Management | | | | | 8 | | | 20 | | | |
| Operating Margin | | | | | 8,884 | | | 9,791 | | | |
Unrealized (Gain) Loss on Risk Management | | | | | 3 | | | (16) | | | |
| Depreciation, Depletion and Amortization | | | | | 3,433 | | | 3,117 | | | |
| Exploration Expense | | | | | 11 | | | 2 | | | |
| (Income) Loss from Equity-Accounted Affiliates | | | | | (38) | | | (14) | | | |
| Segment Income (Loss) | | | | | 5,475 | | | 6,702 | | | |
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 17 |
Operating Margin Variance
Year Ended December 31, 2025
(1)Reported revenues include the value of condensate sold as heavy oil blend. Condensate costs are recorded in transportation and blending expenses. The crude oil price excludes the impact of condensate purchases. Changes to price include the impact of realized risk management gains and losses.
(2)Includes third-party sourced volumes, construction and other activities not attributable to the production of crude oil or natural gas.
Operating Results
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | 2025 | | 2024 | | | | | |
Total Sales Volumes (1) (MBOE/d) | | | | | 644.7 | | | 599.5 | | | | | | |
| | | | | | | | | | | | |
Crude Oil Production by Asset (Mbbls/d) | | | | | | | | | | | | |
| Foster Creek | | | | | 206.1 | | | 196.0 | | | | | | |
Christina Lake (2) | | | | | 254.3 | | | 234.2 | | | | | | |
Sunrise | | | | | 53.8 | | | 49.6 | | | | | | |
| Lloydminster Thermal | | | | | 102.6 | | | 111.5 | | | | | | |
| Lloydminster Conventional Heavy Oil | | | | | 25.1 | | | 17.6 | | | | | | |
Total Crude Oil Production (3) (Mbbls/d) | | | | | 641.9 | | | 608.9 | | | | | | |
Natural Gas (1) (MMcf/d) | | | | | 13.8 | | | 11.1 | | | | | | |
Total Production (MBOE/d) | | | | | 644.1 | | | 610.7 | | | | | | |
| | | | | | | | | | | | |
Netback (4) ($/bbl) | | | | | | | | | | | | |
Realized Sales Price | | | | | 72.07 | | | 80.20 | | | | | | |
Royalties | | | | | 12.61 | | | 14.92 | | | | | | |
Transportation and Blending | | | | | 9.28 | | | 9.00 | | | | | | |
Operating | | | | | 11.81 | | | 11.40 | | | | | | |
Total Netback ($/bbl) | | | | | 38.37 | | | 44.88 | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
(1)Bitumen, heavy crude oil and natural gas. Natural gas is a conventional natural gas product type.
(2)Includes results of the MEG Acquisition from November 13, 2025.
(3)Crude oil production is primarily bitumen, except for Lloydminster conventional heavy oil, which is heavy crude oil.
(4)Contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
Revenues
Gross sales were relatively consistent in 2025 compared with 2024, due to lower Realized Sales Prices, offset by higher sales volumes.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 18 |
Price
Our bitumen and heavy oil production must be blended with condensate to reduce its viscosity in order to transport it to market through pipelines. Within our Netback calculations, our realized bitumen and heavy oil sales price excludes the impact of purchased condensate; however, it is influenced by the price of condensate. As the cost of condensate used for blending increases relative to the price of blended crude oil or our blend ratio increases, our realized bitumen and heavy oil sales price decreases.
Our Realized Sales Price decreased in 2025 compared with 2024, mainly due to a lower WTI benchmark price, partially offset by a narrower WTI-WCS differential.
Cenovus makes storage and transportation decisions to use our marketing and transportation infrastructure, including storage and pipeline assets, in order to optimize product mix, delivery points, transportation commitments and customer diversification. To price protect our inventories associated with storage or transport decisions, Cenovus may employ various price alignment and volatility management strategies, including risk management contracts, to reduce volatility in future cash flows and improve cash flow stability.
In 2025, approximately 37 percent (2024 – 33 percent) of our sales volumes were sold at destinations outside of Alberta and approximately 25 percent (2024 – 20 percent) of our sales volumes were sold to our downstream operations.
Production Volumes
Oil Sands crude oil production increased in 2025, compared with 2024, primarily due to:
•Incremental production at Christina Lake following the MEG Acquisition in November 2025 and the ramp-up of production from Narrows Lake.
•Successful results from new well pads at Foster Creek and the completion of the Foster Creek optimization project, which supported additional production.
•Strong base production and additional volumes from new development wells at our Lloydminster conventional heavy oil assets.
The increase was partially offset by the temporary shut-in of production at our Rush Lake facilities following an incident in the second quarter of 2025.
Royalties
Royalty calculations for our Oil Sands segment are based on government prescribed royalty regimes in Alberta and Saskatchewan.
In Alberta, oil sands royalties are based on government prescribed pre- and post-payout royalty rates, which are determined on a sliding scale using the Canadian dollar equivalent WTI benchmark price.
Royalties for a pre-payout project are based on a monthly calculation that applies a royalty rate (ranging from one percent to nine percent, based on the Canadian dollar equivalent WTI benchmark price) to the gross revenues from the project. Sunrise is a pre-payout project.
Royalties for a post-payout project are based on an annualized calculation which uses the greater of: (1) the gross revenues multiplied by the applicable royalty rate (one percent to nine percent, based on the Canadian dollar equivalent WTI benchmark price); or (2) the net revenues of the project multiplied by the applicable royalty rate (25 percent to 40 percent, based on the Canadian dollar equivalent WTI benchmark price). Gross revenues are a function of sales revenues less diluent costs and transportation costs. Net revenues are calculated as sales revenues less diluent costs, transportation costs, and allowed operating and capital costs.
In Saskatchewan, royalty calculations are based on an annual rate that is applied to each project, which includes each project's Crown and freehold split. For Crown royalties, the pre-payout calculation is based on one percent of product revenues and the post-payout calculation is based on 20 percent of operating margin. The freehold calculation is limited to post-payout projects and is based on an eight percent rate.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 19 |
Effective Royalty Rate (1)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Percent | | | | | 2025 | | 2024 | | | | | |
| Foster Creek | | | | | 22.5 | | | 24.0 | | | | | | |
| Christina Lake | | | | | 25.3 | | | 27.3 | | | | | | |
Sunrise | | | | | 6.2 | | | 6.1 | | | | | | |
Lloydminster (2) | | | | | 12.2 | | | 11.7 | | | | | | |
| Total Effective Royalty Rate | | | | | 20.0 | | | 21.0 | | | | | | |
(1)Effective royalty rates are equal to royalty expense divided by product revenue, net of transportation expenses, excluding realized (gain) loss on risk management.
(2)Composed of Lloydminster thermal and Lloydminster conventional heavy oil assets.
In 2025, Oil Sands royalties decreased compared with 2024, mainly due to lower realized pricing, partially offset by higher sales volumes. The Oil Sands effective royalty rate decreased, primarily due to lower realized prices and lower Alberta sliding scale oil sands royalty rates, combined with annual adjustments in 2025.
Expenses
Transportation and Blending
In 2025, blending expenses decreased compared with 2024, primarily due to lower condensate prices, partially offset by higher sales volumes.
In 2025, transportation expenses and per-unit transportation expenses increased compared with 2024, primarily due to higher sales volumes on TMX and increased pipeline transportation rates on shipments to U.S. destinations, partially offset by lower sales volumes at U.S. destinations.
Per-Unit Transportation Expenses (1)
| | | | | | | | | | | | | | | | | |
| | | | | |
| ($/bbl) | | | | | 2025 | | 2024 | | |
Foster Creek | | | | | 14.36 | | | 13.57 | | | |
Christina Lake | | | | | 6.86 | | | 6.53 | | | |
Sunrise | | | | | 15.42 | | | 16.07 | | | |
Lloydminster (2) | | | | | 3.23 | | | 3.95 | | | |
Total Oil Sands | | | | | 9.28 | | | 9.00 | | | |
(1)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
(2)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
At Foster Creek, per-unit transportation expenses increased primarily due to higher sales volumes sold at West Coast destinations through the use of TMX, increasing to 32 percent (2024 – 20 percent), partially offset by lower rail costs. In 2025, our sales volumes to U.S. destinations were relatively consistent at 36 percent, compared with 37 percent in 2024.
At Christina Lake, per-unit transportation expenses increased primarily due to higher pipeline rates and higher sales volumes at West Coast destinations through the use of TMX, which increased to one percent, compared with no sales volumes in 2024. In 2025, our sales volumes to U.S. destinations were relatively consistent at 17 percent, compared with 18 percent in 2024.
At Sunrise, per-unit transportation expenses decreased primarily due to lower sales volumes at U.S. destinations, partially offset by higher use of TMX. In 2025, 36 percent of our sales volumes were sold at U.S. destinations (2024 – 67 percent) and 51 percent of our sales volumes were sold at West Coast destinations (2024 – 18 percent).
At Lloydminster, per-unit transportation expenses decreased primarily due to sales volumes at U.S. destinations decreasing to one percent compared with three percent in 2024.
Operating
Primary drivers of our operating expenses in 2025 were fuel, repairs and maintenance, and workforce. Total operating expenses in 2025 increased compared with 2024, primarily due to higher fuel costs and higher costs at our Lloydminster thermal assets related to the incident at Rush Lake.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 20 |
Per-Unit Operating Expenses (1)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
($/bbl) | | | | | | | 2025 | | Percent Change | | 2024 | | | | |
| Foster Creek | | | | | | | | | | | | | | | |
Fuel | | | | | | | 2.12 | | | 1 | | | 2.10 | | | | | |
Non-Fuel | | | | | | | 7.64 | | | (2) | | | 7.77 | | | | | |
Total | | | | | | | 9.76 | | | (1) | | | 9.87 | | | | | |
| Christina Lake | | | | | | | | | | | | | | | |
| Fuel | | | | | | | 2.23 | | | 7 | | | 2.09 | | | | | |
| Non-Fuel | | | | | | | 5.98 | | | (9) | | | 6.54 | | | | | |
Total | | | | | | | 8.21 | | | (5) | | | 8.63 | | | | | |
| Sunrise | | | | | | | | | | | | | | | |
| Fuel | | | | | | | 3.68 | | | 27 | | | 2.89 | | | | | |
| Non-Fuel | | | | | | | 13.85 | | | 21 | | | 11.47 | | | | | |
Total | | | | | | | 17.53 | | | 22 | | | 14.36 | | | | | |
Lloydminster (2) | | | | | | | | | | | | | | | |
| Fuel | | | | | | | 2.98 | | | 9 | | | 2.74 | | | | | |
| Non-Fuel | | | | | | | 17.03 | | | 15 | | | 14.78 | | | | | |
Total | | | | | | | 20.01 | | | 14 | | | 17.52 | | | | | |
| | | | | | | | | | | | | | | |
| Total Oil Sands | | | | | | | | | | | | | | | |
| Fuel | | | | | | | 2.46 | | | 7 | | | 2.30 | | | | | |
| Non-Fuel | | | | | | | 9.35 | | | 3 | | | 9.10 | | | | | |
| Total | | | | | | | 11.81 | | | 4 | | | 11.40 | | | | | |
(1)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
(2)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
Per-unit fuel expenses increased in 2025, compared with 2024, due to higher AECO benchmark pricing and increased consumption volumes from well pads coming online at our Sunrise assets.
Foster Creek per-unit non-fuel costs decreased slightly in 2025, compared with 2024, primarily due to higher sales volumes, partially offset by higher turnaround costs in the second quarter of 2025.
Christina Lake per-unit non-fuel costs decreased in 2025, primarily due to higher sales volumes and lower turnaround expenses, compared with 2024.
Sunrise per-unit non-fuel costs increased in 2025, compared with 2024, primarily due to turnaround activities in the second and third quarters of 2025, partially offset by higher sales volumes.
Lloydminster per-unit non-fuel costs increased in 2025, compared with 2024, due to higher costs related to the Rush Lake incident in the second quarter of 2025.
Conventional
In 2025, we:
•Delivered safe and reliable operations.
•Produced 122.8 thousand BOE per day (2024 – 119.9 thousand BOE per day).
•Generated Operating Margin of $457 million, an increase of $166 million from 2024.
•Earned a Netback of $10.37 per BOE (2024 – $6.48 per BOE).
•Invested capital of $453 million, primarily related to drilling, completion, tie-in and infrastructure projects.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 21 |
Financial Results
| | | | | | | | | | | | | | | | | |
| | | | | |
| ($ millions) | | | | | 2025 | | 2024 | | |
| | | | | | | | | |
| Gross Sales | | | | | | | | | |
External Sales | | | | | 1,305 | | | 1,211 | | | |
Intersegment Sales | | | | | 1,355 | | | 1,848 | | | |
| | | | | 2,660 | | | 3,059 | | | |
| Royalties | | | | | (55) | | | (76) | | | |
| Revenues | | | | | 2,605 | | | 2,983 | | | |
| Expenses | | | | | | | | | |
| Purchased Product | | | | | 1,337 | | | 1,823 | | | |
Transportation and Blending | | | | | 351 | | | 320 | | | |
| Operating | | | | | 464 | | | 555 | | | |
| Realized (Gain) Loss on Risk Management | | | | | (4) | | | (6) | | | |
| Operating Margin | | | | | 457 | | | 291 | | | |
Unrealized (Gain) Loss on Risk Management | | | | | (4) | | | 4 | | | |
| Depreciation, Depletion and Amortization | | | | | 479 | | | 442 | | | |
| Exploration Expense | | | | | 22 | | | 1 | | | |
| (Income) Loss From Equity-Accounted Affiliates | | | | | — | | | 2 | | | |
| Segment Income (Loss) | | | | | (40) | | | (158) | | | |
Operating Margin Variance
Year Ended December 31, 2025
(1)Changes to price include the impact of realized risk management gains and losses.
(2)Includes reclassification of costs primarily related to third-party cogeneration, processing and transportation.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 22 |
Operating Results
| | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | 2025 | | 2024 | | |
Total Sales Volumes (1) (MBOE/d) | | | | | 122.8 | | | 119.9 | | | |
| | | | | | | | | |
Realized Sales Price (1) (2) ($/BOE) | | | | | | | | | |
Light Crude Oil ($/bbl) | | | | | 78.50 | | | 92.68 | | | |
NGLs ($/bbl) | | | | | 51.83 | | | 54.62 | | | |
Conventional Natural Gas ($/Mcf) | | | | | 3.13 | | | 2.51 | | | |
| | | | | | | | | |
Production by Product (1) | | | | | | | | | |
Light Crude Oil (Mbbls/d) | | | | | 5.0 | | | 4.9 | | | |
NGLs (Mbbls/d) | | | | | 21.2 | | | 21.0 | | | |
Conventional Natural Gas (MMcf/d) | | | | | 579.3 | | | 563.8 | | | |
Total Production (MBOE/d) | | | | | 122.8 | | 119.9 | | |
| | | | | | | | | |
Conventional Natural Gas Production (percentage of total) | | | | | 79 | | | 78 | | | |
Crude Oil and NGLs Production (percentage of total) | | | | | 21 | | | 22 | | | |
| | | | | | | | | |
Effective Royalty Rate (1) (3) (percent) | | | | | 8.0 | | | 10.3 | | | |
| | | | | | | | | |
Netback (1) (2) ($/BOE) | | | | | | | | | |
Realized Sales Price | | | | | 26.95 | | | 25.18 | | | |
Royalties | | | | | 1.30 | | | 1.73 | | | |
Transportation and Blending | | | | | 5.44 | | | 4.98 | | | |
Operating | | | | | 9.84 | | | 11.99 | | | |
Total Netback ($/BOE) | | | | | 10.37 | | | 6.48 | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
(1)For the year ended December 31, 2025, reported production volumes, sales volumes, associated per-unit values and effective royalty rates include Cenovus’s 30 percent equity interest in the Duvernay joint venture.
(2)Contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(3)Effective royalty rates are equal to royalty expense divided by product revenue, net of transportation expenses, excluding realized (gain) loss on risk management.
Revenues
Gross sales decreased in 2025, compared with 2024, due to lower commodity trading volumes sourced from third parties, partially offset by higher Realized Sales Prices and sales volumes.
Price
Our total Realized Sales Price increased in 2025, compared with 2024, primarily due to higher sales volumes to U.S. destinations. In 2025, 31 percent of our natural gas sales volumes were sold at U.S. destinations (2024 – 28 percent) where NYMEX natural gas benchmark prices increased to US$3.43 per Mcf (2024 – US$2.27 per Mcf). The year-over-year increase was also due to AECO natural gas benchmark prices increasing to $1.68 per Mcf (2024 – $1.46 per Mcf).
Production Volumes
Production volumes increased in 2025, compared with 2024, primarily due to strong base performance. In 2024, production volumes were lower due to turnaround activities.
Royalties
The Conventional assets are subject to royalty regimes in Alberta and British Columbia. Royalties and the effective royalty rate decreased in 2025, compared with 2024, primarily due to overall lower benchmark prices used to calculate our royalties.
Expenses
Transportation
Our transportation expenses reflect charges for the movement of crude oil, NGLs and natural gas from the point of production to where the product is sold. In 2025, transportation expenses and per-unit transportation expenses increased compared with 2024, due to increased pipeline transportation rates.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 23 |
Operating
Primary drivers of operating expenses in 2025 were repairs and maintenance, workforce and property tax costs. Total operating expenses and per-unit operating expenses decreased compared with 2024, primarily due to lower turnaround costs, and processing and gathering costs.
Offshore
In 2025, we:
•Delivered safe and reliable operations.
•Produced 67.3 thousand BOE per day of light crude oil, NGLs and natural gas (2024 – 66.6 thousand BOE per day).
•Generated Operating Margin of $1.1 billion, an increase of $23 million from 2024.
•Averaged a Netback of $52.27 per BOE (2024 – $52.38 per BOE).
•Invested capital of $934 million, mainly related to the progression of the West White Rose project.
In 2025, we have made significant progress on the West White Rose project. The topsides were placed atop the concrete gravity structure, and we completed the subsea tie-ins to our existing production system at the SeaRose FPSO. Hookup and commissioning of the platform continued to progress and was substantially completed in the fourth quarter of 2025, despite challenging offshore weather conditions. First oil is anticipated in the second quarter of 2026.
Financial Results
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| 2025 | | 2024 |
| ($ millions) | Atlantic | | Asia Pacific | | Offshore | | Atlantic | | Asia Pacific | | Offshore |
| Gross Sales | | | | | | | | | | | |
External Sales | 420 | | 1,088 | | 1,508 | | 322 | | 1,250 | | 1,572 |
Intersegment Sales | — | | — | | — | | — | | — | | — |
| 420 | | 1,088 | | 1,508 | | 322 | | 1,250 | | 1,572 |
Royalties | (4) | | (76) | | (80) | | (2) | | (97) | | (99) |
| Revenues | 416 | | 1,012 | | 1,428 | | 320 | | 1,153 | | 1,473 |
| Expenses | | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | — | | — |
Transportation and Blending | 17 | | — | | 17 | | 11 | | — | | 11 |
Operating | 226 | | 123 | | 349 | | 290 | | 133 | | 423 |
Operating Margin (1) | 173 | | 889 | | 1,062 | | 19 | | 1,020 | | 1,039 |
| Depreciation, Depletion and Amortization | | | | | 440 | | | | | | 563 |
| Exploration Expense | | | | | 8 | | | | | | 66 |
| (Income) Loss from Equity-Accounted Affiliates | | | | | (31) | | | | | | (53) |
| Segment Income (Loss) | | | | | 645 | | | | | | 463 |
(1)Atlantic and Asia Pacific Operating Margin are non-GAAP financial measures. See the Specified Financial Measures Advisory of this MD&A.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 24 |
Operating Margin Variance
Year Ended December 31, 2025
(1)Includes other activities not attributable to the production of crude oil and natural gas.
Operating Results
| | | | | | | | | | | | | | | |
| | | |
| | | | | 2025 | | 2024 |
Sales Volumes | | | | | | | |
Atlantic (Mbbls/d) | | | | | 11.3 | | | 8.0 | |
Asia Pacific (MBOE/d) | | | | | | | |
| China | | | | | 38.3 | | 42.6 |
Indonesia (1) | | | | | 15.9 | | 16.0 |
| Total Asia Pacific | | | | | 54.2 | | 58.6 |
Total Sales Volumes (MBOE/d) | | | | | 65.5 | | 66.6 | |
| | | | | | | |
| Production by Product | | | | | | | |
Atlantic – Light Crude Oil (Mbbls/d) | | | | | 13.1 | | 8.0 |
Asia Pacific (1) | | | | | | | |
NGLs (Mbbls/d) | | | | | 7.6 | | 11.0 |
Conventional Natural Gas (MMcf/d) | | | | | 279.3 | | 285.3 |
Total Asia Pacific (MBOE/d) | | | | | 54.2 | | 58.6 |
Total Production (MBOE/d) | | | | | 67.3 | | 66.6 |
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Effective Royalty Rate (2) (percent) | | | | | | | |
| Atlantic | | | | | 1.0 | | | 0.7 | |
Asia Pacific (1) | | | | | 11.1 | | | 9.5 | |
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(1)Reported sales volumes, production volumes and royalty rates reflect Cenovus’s 40 percent equity interest in the HCML joint venture.
(2)Effective royalty rates are equal to royalty expense divided by product revenue, net of transportation expenses, excluding realized (gain) loss on risk management.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 25 |
Netbacks (1)
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| 2025 |
| ($/BOE, except where indicated) | Atlantic ($/bbl) | | China | Indonesia | Total Offshore (2) |
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Realized Sales Price | | 97.11 | | | 77.81 | | | 59.31 | | | 76.66 | |
Royalties | | 0.95 | | | 5.43 | | | 14.34 | | | 6.81 | |
| Transportation and Blending | | 4.04 | | | — | | | — | | | 0.70 | |
| Operating Expenses | | 54.07 | | | 8.16 | | | 11.39 | | | 16.88 | |
Netback | | 38.05 | | | 64.22 | | | 33.58 | | | 52.27 | |
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| 2024 |
| ($/BOE, except where indicated) | Atlantic ($/bbl) | | China | Indonesia | Total Offshore (2) |
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Realized Sales Price | | 109.58 | | | 80.26 | | | 57.82 | | | 78.40 | |
Royalties | | 0.72 | | | 6.19 | | | 9.32 | | | 6.29 | |
| Transportation and Blending | | 3.81 | | | — | | | — | | | 0.46 | |
| Operating Expenses | | 97.70 | | | 7.61 | | | 10.93 | | | 19.27 | |
Netback | | 7.35 | | | 66.46 | | | 37.57 | | | 52.38 | |
(1)Contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(2)Reported per-unit values reflect Cenovus’s 40 percent equity interest in the HCML joint venture.
Revenues
Gross sales decreased in 2025, compared with 2024, due to lower sales volumes in China and lower Realized Sales Prices, partially offset by higher sales volumes in our Atlantic operations.
Price
Our Atlantic Realized Sales Price decreased in 2025, compared with 2024, due to lower Brent benchmark pricing. The prices we receive for natural gas sold in Asia Pacific are set under long-term contracts.
Production Volumes
Light crude oil production from the White Rose and Terra Nova fields are offloaded from the SeaRose and Terra Nova FPSO vessels, respectively, to tankers and stored at an onshore terminal before shipment to buyers, which results in a timing difference between production and sales.
Atlantic production increased in 2025, compared with 2024, primarily due to production resuming at the White Rose field in the first quarter of 2025 following completion of the SeaRose ALE project. Atlantic production was lower in 2024, as production at the White Rose field was suspended in late December 2023 in preparation for the project.
Asia Pacific production decreased in 2025, compared with 2024, primarily due to lower contracted sales volumes in China.
Royalties
Royalty rates at the White Rose and Terra Nova fields are governed by an agreement with the Government of Newfoundland and Labrador which limits royalties to one percent of gross revenues until certain costs incurred have been recovered. For the year ended December 31, 2025, the Atlantic effective royalty rate was relatively consistent compared with 2024.
Royalty rates in Asia Pacific are governed by production-sharing contracts, in which production is shared with the Chinese and Indonesian governments.
Expenses
Transportation
Transportation expenses include the costs of transporting crude oil from the SeaRose and Terra Nova FPSOs to onshore terminals and storage costs. Transportation expenses for the year ended December 31, 2025, increased to $17 million (2024 – $11 million), primarily due to higher Atlantic sales volumes.
Operating
Primary drivers of our Atlantic operating expenses in 2025 were repairs and maintenance, costs related to vessels and air services, and workforce. Operating expenses decreased compared with 2024, primarily due to lower repairs and maintenance, and vessels and air service costs as the SeaRose ALE project was completed in the first quarter of 2025. Per-unit operating expenses decreased compared with 2024, due to higher sales volumes and lower costs related to the SeaRose ALE project, as discussed.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 26 |
Primary drivers of our China operating expenses in 2025 were repairs and maintenance, workforce and insurance costs. Per-unit operating expenses increased in 2025, compared with 2024, primarily due to lower sales volumes.
Primary drivers of our Indonesia operating expenses in 2025 were repairs and maintenance, and workforce costs. Per-unit operating expenses increased, compared with 2024, due to higher repairs and maintenance costs, partially offset by lower vessel costs.
DOWNSTREAM
Canadian Refining
In 2025, we:
•Delivered safe and reliable operations.
•Achieved record annual throughput of 110.7 thousand barrels per day and crude unit utilization of 103 percent (2024 – 90.5 thousand barrels per day and 84 percent, respectively).
•Incurred per-unit operating expenses excluding turnaround costs of $11.54 per barrel (2024 – $15.38 per barrel).
•Generated Operating Margin of $354 million, an increase of $434 million from 2024.
•Invested capital of $117 million, primarily focused on sustaining activities.
Financial and Operating Results
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($ millions) | | | | | 2025 | | 2024 |
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| Revenues | | | | | 5,079 | | | 5,310 | |
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| Purchased Product | | | | | 4,128 | | | 4,483 | |
Gross Margin (1) | | | | | 951 | | | 827 | |
| Expenses | | | | | | | |
| Operating | | | | | 597 | | | 907 | |
| Operating Margin | | | | | 354 | | | (80) | |
| Depreciation, Depletion and Amortization | | | | | 178 | | | 185 | |
| Segment Income (Loss) | | | | | 176 | | | (265) | |
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(1)Non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
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($ millions, except where indicated) | | | | | 2025 | | 2024 |
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| Gross Margin | | | | | 951 | | 827 |
Add (Deduct): | | | | | | | |
Inventory Holding (Gain) Loss (1) | | | | | 3 | | (2) |
Adjusted Gross Margin (2) | | | | | 954 | | 825 |
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Adjusted Refining Margin (3) ($/bbl) | | | | | 19.57 | | 20.72 |
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(1)Inventory holding (gain) loss reflects the difference between the cost of volumes produced at current-period costs and the cost of volumes produced under the first-in, first-out (“FIFO”) or weighted average cost basis, as required by IFRS Accounting Standards.
(2)Non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(3)Contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A. Revenues from the Upgrader, the Lloydminster Refinery and the commercial fuels business for the year ended December 31, 2025, were $4.8 billion (2024 – $5.0 billion).
Revenues, Adjusted Gross Margin and Adjusted Refining Margin
The Upgrader processes blended heavy crude oil and bitumen into high-value synthetic crude oil and low-sulphur diesel. Upgrading Gross Margin is primarily dependent on the differential between the sales price of synthetic crude oil and diesel, and the cost of heavy crude oil and bitumen feedstock.
The Lloydminster Refinery processes blended heavy crude oil into asphalt, bulk distillates and industrial products. Gross Margin is largely dependent on asphalt and industrial products pricing, and the cost of heavy crude oil feedstock.
Revenues decreased compared with 2024, due to lower refined product pricing partially offset by higher sales volumes.
Adjusted Gross Margin increased in 2025, compared with 2024, primarily due to lower feedstock costs as a result of lower benchmark crude pricing and higher sales volumes, partially offset by lower refined product pricing and the narrowing of the WTI-WCS differential.
Adjusted Refining Margin decreased in 2025, as the increase in Adjusted Gross Margin, as discussed above, was more than offset by the increase in total processed inputs.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 27 |
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| (Mbbls/d, except where indicated) | | | | | 2025 | | 2024 |
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Operable Capacity | | | | | 108.0 | | | 108.0 | |
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Total Processed Inputs | | | | | 119.4 | | | 96.6 | |
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| Crude Oil Unit Throughput | | | | | 110.7 | | | 90.5 | |
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Crude Unit Utilization (percent) | | | | | 103 | | | 84 | |
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Total Production | | | | | 127.3 | | | 103.1 | |
| Synthetic Crude Oil | | | | | 52.0 | | | 41.0 | |
| Asphalt | | | | | 17.9 | | | 15.7 | |
| Diesel | | | | | 15.2 | | | 10.8 | |
Other | | | | | 37.2 | | | 30.8 | |
| Ethanol | | | | | 5.0 | | | 4.8 | |
The Upgrader and Lloydminster Refinery source their crude oil feedstock from our Oil Sands segment. In 2025, 14 percent of our Oil Sands segment’s sales volumes were purchased by our Canadian Refining segment (2024 – 12 percent).
Throughput and total production increased in 2025, compared with 2024. In 2025, our assets ran at, or above, full capacity due to ongoing improvement initiatives and high asset reliability. In 2024, we safely completed the largest turnaround in the history of the Upgrader, which decreased throughput and increased operating expenses.
Operating Expenses
The following table and discussion represent operating expenses associated with the Upgrader, the Lloydminster Refinery and the commercial fuels business.
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| ($ millions, except where indicated) | | | | | 2025 | | 2024 |
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| Operating Expenses – Upgrading and Refining | | | | | 505 | | | 798 | |
Operating Expenses – Excluding Turnaround Costs | | | | | 503 | | | 544 | |
Operating Expenses – Turnaround Costs | | | | | 2 | | | 254 | |
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Per-Unit Operating Expenses (1) ($/bbl) | | | | | 11.59 | | | 22.56 | |
Per-Unit Operating Expenses – Excluding Turnaround Costs | | | | | 11.54 | | | 15.38 | |
Per-Unit Operating Expenses – Turnaround Costs | | | | | 0.05 | | | 7.18 | |
(1)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
Primary drivers of operating expenses were workforce, and repairs and maintenance.
In 2025, operating expenses decreased compared with 2024, mainly due to lower turnaround costs and other project costs. Turnaround costs and other project costs were higher in 2024 due to the turnaround completed at the Upgrader, as discussed above.
Operating expenses excluding turnaround costs decreased in 2025, compared with 2024, due to lower project costs.
In 2025, the decrease in operating expenses, combined with increased total processed inputs, resulted in decreased per-unit operating expense metrics compared with 2024.
U.S. Refining
In 2025, we:
•Delivered safe and reliable operations.
•Recorded throughput of 515.9 thousand barrels per day compared with 556.4 thousand barrels per day in 2024 and crude unit utilization of 94 percent (2024 – 91 percent).
•Decreased per-unit operating expenses excluding turnaround costs to $10.88 per barrel (2024 – $11.55 per barrel).
•Recorded an Operating Margin shortfall of $149 million (2024 – $232 million).
•Invested capital of $442 million, primarily focused on reliability and sustaining activities.
•Completed the WRB Divestiture on September 30, 2025.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 28 |
Financial and Operating Results
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($ millions) | | | | | 2025 | | 2024 |
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| Revenues | | | | | 24,118 | | | 28,308 | |
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| Purchased Product | | | | | 21,727 | | | 25,769 | |
Gross Margin (1) | | | | | 2,391 | | | 2,539 | |
| Expenses | | | | | | | |
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| Operating | | | | | 2,546 | | | 2,763 | |
| Realized (Gain) Loss on Risk Management | | | | | (6) | | | 8 | |
| Operating Margin | | | | | (149) | | | (232) | |
| Unrealized (Gain) Loss on Risk Management | | | | | (5) | | | 8 | |
| Depreciation, Depletion and Amortization | | | | | 566 | | | 462 | |
| Segment Income (Loss) | | | | | (710) | | | (702) | |
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(1)Non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
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| ($ millions, except where indicated) | | | | | 2025 | | 2024 |
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| Gross Margin | | | | | 2,391 | | | 2,539 | |
Add (Deduct): | | | | | | | |
Inventory Holding (Gain) Loss (1) | | | | | 298 | | | (23) | |
Adjusted Gross Margin (2) | | | | | 2,689 | | | 2,516 | |
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Adjusted Refining Margin (2) ($/bbl) | | | | | 13.44 | | | 11.83 | |
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Weighted Average Crack Spread, Net of RINs (US$/bbl) | | | | | 13.85 | | | 13.01 | |
Weighted Average Crack Spread, Net of RINs (C$/bbl) | | | | | 19.34 | | | 17.82 | |
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Adjusted Market Capture (2) (percent) | | | | | 69 | | | 67 | |
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(1)Inventory holding (gain) loss reflects the difference between the cost of volumes produced at current-period costs and the cost of volumes produced under the FIFO or weighted average cost basis, as required by IFRS Accounting Standards.
(2)Non-GAAP financial measure or contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
Revenues
Revenues decreased in 2025, compared with 2024, primarily due to lower sales volumes as a result of the WRB Divestiture and lower refined product pricing.
Adjusted Gross Margin, Adjusted Refining Margin and Adjusted Market Capture
Benchmark market crack spreads do not precisely mirror the refinery configuration for crude diet and product yields, or the location we sell product; however, they are used as a general market indicator.
In 2025, the Chicago 3-2-1 crack spread increased 16 percent and the Group 3 3-2-1 crack spread increased 23 percent compared with 2024. The increase in crack spreads was partially offset by a 55 percent increase in the average cost of RINs, compared with 2024.
Year-over-year, Adjusted Gross Margin increased primarily due to improved reliability, the receipt of Small Refinery Exemption waivers, and a pipeline settlement. The increase in weighted average crack spreads, net of RINs, was offset by the narrowing of the WTI-WCS differential.
Adjusted Refining Margin, which is the Adjusted Gross Margin on a per-barrel basis, is affected by many factors. Some of these factors include the type of crude oil feedstock processed; refinery configuration and the proportion of gasoline, distillates and secondary product output; and the cost of feedstock.
Adjusted Refining Margin and Adjusted Market Capture increased in 2025, compared with 2024, due to the increase in Adjusted Gross Margin discussed above and lower total processed inputs.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 29 |
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| (Mbbls/d, except where indicated) | | | | | 2025 | | 2024 |
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Operable Capacity (1) | | | | | 549.9 | | | 612.3 | |
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| Total Processed Inputs | | | | | 548.1 | | | 581.4 | |
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| Crude Oil Unit Throughput | | | | | 515.9 | | | 556.4 | |
| Heavy Crude Oil | | | | | 197.9 | | | 219.6 | |
| Light/Medium Crude Oil | | | | | 318.0 | | | 336.8 | |
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Crude Unit Utilization (1) (percent) | | | | | 94 | | | 91 | |
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Total Refined Product Production | | | | | 559.9 | | | 590.0 | |
| Gasoline | | | | | 266.7 | | | 280.5 | |
Distillates (2) | | | | | 195.3 | | | 209.1 | |
| Asphalt | | | | | 23.9 | | | 28.3 | |
| Other | | | | | 74.0 | | | 72.1 | |
(1)For the year ended December 31, 2025, reported operable capacity and crude unit utilization reflects the weighted average impact of the WRB Divestiture, which closed on September 30, 2025.
(2)Includes diesel and jet fuel.
Throughput and refined product production decreased in 2025, compared with 2024. The decrease was primarily due to the WRB Divestiture on September 30, 2025, and turnarounds at our Toledo Refinery and non-operated Wood River and Borger refineries during the year. For the nine months ended September 30, 2025, WRB recorded crude oil throughput of 238.7 thousand barrels per day and refined product production of 248.8 thousand barrels per day net to Cenovus. The decreased throughput and refined product production was partially offset by improved reliability across our operated refineries, driven by ongoing operational improvements made to the U.S. Refining business. In 2024, throughput and refined product production were affected by the turnarounds at the Lima Refinery and non-operated Borger Refinery.
Operating Expenses
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| ($ millions, except where indicated) | | | | | 2025 | | 2024 |
Operating Expenses | | | | | 2,546 | | | 2,763 | |
Operating Expenses – Excluding Turnaround Costs | | | | | 2,176 | | | 2,457 | |
Operating Expenses – Turnaround Costs | | | | | 370 | | | 306 | |
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Per-Unit Operating Expenses (1) ($/bbl) | | | | | 12.73 | | | 12.99 | |
Per-Unit Operating Expenses – Excluding Turnaround Costs | | | | | 10.88 | | | 11.55 | |
Per-Unit Operating Expenses – Turnaround Costs | | | | | 1.85 | | | 1.44 | |
(1)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
Primary drivers of operating expenses were repairs and maintenance, workforce and turnaround costs.
Operating expenses decreased in 2025, compared with 2024, primarily due to lower repairs and maintenance, and project costs, partially offset by an increase in turnaround costs. Overall operating expenses were lower in 2025, compared with 2024, due in part to the WRB Divestiture in September 2025.
Turnaround costs increased compared with 2024, due to the turnaround completed at the Toledo Refinery and at the non-operated Wood River and Borger refineries. In 2024, turnarounds were completed at the Lima Refinery and the non-operated Borger refinery.
Operating expenses excluding turnaround costs and related per-unit metrics for 2025 decreased compared with 2024. This was mainly due to lower controllable operating expenses, including lower repairs and maintenance and project costs, as well as the positive benefits of ongoing business improvement initiatives and improved reliability in our operated downstream assets. The decreases in operating expenses excluding turnaround costs were partially offset by higher electricity costs.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 30 |
CORPORATE AND ELIMINATIONS
Financial Results
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| ($ millions) | | | | | 2025 | | 2024 |
| Realized (Gain) Loss on Risk Management | | | | | (20) | | | 24 | |
| Unrealized (Gain) Loss on Risk Management | | | | | (9) | | | 16 | |
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General and Administrative | | | | | 812 | | | 794 | |
| Finance Costs, Net | | | | | 569 | | | 514 | |
| Integration, Transaction and Other Costs | | | | | 234 | | | 166 | |
| Foreign Exchange (Gain) Loss, Net | | | | | (361) | | | 462 | |
| (Gain) Loss on Divestiture of Assets | | | | | (87) | | | (119) | |
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Other (Income) Loss, Net | | | | | (115) | | | (55) | |
General and Administrative
Primary drivers of our general and administrative expenses in 2025 were workforce and information technology related costs. The increase in general and administrative costs was primarily due to higher long-term incentive costs, partially offset by general cost saving initiatives.
Finance Costs, Net
Net finance costs were higher in 2025, compared with 2024, primarily due to lower interest income, and higher interest expenses on higher average debt. Refer to the Liquidity and Capital Resources section of this MD&A for further details on long-term debt.
The annualized weighted average interest rate on outstanding debt for 2025 was 4.5 percent (2024 – 4.5 percent).
Integration, Transaction and Other Costs
In 2025, we incurred $234 million in integration, transaction and other costs largely due to integration and transaction costs from the MEG Acquisition and costs related to the standardization of data governance to enhance efficiency and effectiveness of the Company’s information technology systems.
In 2024, we incurred costs of $166 million, primarily related to modernizing and replacing certain information technology systems, optimizing business processes and standardizing data across the Company.
Foreign Exchange (Gain) Loss, Net
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| ($ millions) | | | | | 2025 | | 2024 |
| Unrealized Foreign Exchange (Gain) Loss | | | | | (424) | | | 550 | |
| Realized Foreign Exchange (Gain) Loss | | | | | 63 | | | (88) | |
| | | | | (361) | | | 462 | |
Unrealized foreign exchange losses and gains were primarily due to the translation of U.S. denominated debt. As at December 31, 2025, the Canadian dollar strengthened five percent relative to the U.S. dollar at December 31, 2024. As at December 31, 2024, the Canadian dollar was eight percent weaker relative to the U.S. dollar at December 31, 2023. In 2025, realized foreign exchange losses were primarily related to working capital and the repayment of U.S. denominated debt.
(Gain) Loss on Divestiture of Assets
In 2025, the Company recorded a before-tax gain of $119 million related to the WRB Divestiture. The Company also divested certain Lloydminster thermal assets in the Oil Sands segment and recorded a before-tax loss of $58 million.
Prior to the closing of the MEG Acquisition, the Company held an aggregate of 25.0 million common shares of MEG. The acquisition-date fair value of the previously held MEG common shares was estimated to be $775 million and the net carrying value was $752 million. Cenovus recognized a revaluation gain of $23 million, which is recorded in gain (loss) on divestiture of assets in net earnings (loss).
In 2024, we recorded a before-tax gain of $65 million on the divestiture of assets related to Duvernay, and a before-tax gain of $51 million for the sale of non-core assets in our Conventional segment.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 31 |
Income Taxes
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| ($ millions) | | | | | 2025 | | 2024 |
| Current Tax | | | | | | | |
| Canada | | | | | 540 | | | 1,141 | |
| United States | | | | | (1) | | | 9 | |
| Asia Pacific | | | | | 198 | | | 214 | |
| Other International | | | | | 41 | | | 39 | |
| Total Current Tax Expense (Recovery) | | | | | 778 | | | 1,403 | |
| Deferred Tax Expense (Recovery) | | | | | (231) | | | (474) | |
| | | | | 547 | | | 929 | |
For the year ended December 31, 2025, the decline in current income tax expense was primarily due to the impact of the MEG Acquisition. The effective tax rate for 2025 was 12.2 percent (2024 – 22.8 percent). The lower effective tax rate in 2025 is primarily attributable to the reclassification of the cumulative foreign currency translation adjustment associated with the WRB Divestiture, which is not tax effected.
Our effective tax rate is a function of the relationship between total tax expense (recovery) and the amount of earnings (loss) before income taxes. The effective tax rate differs from the statutory tax rate for many reasons, including but not limited to, different tax rates between jurisdictions, non-taxable foreign exchange (gains) losses, adjustments for changes in tax rates and other legislation.
Tax interpretations, regulations and legislation in the various jurisdictions in which Cenovus and its subsidiaries operate are subject to change. We believe that our provision for income taxes is adequate. There are usually a number of tax matters under review, and with consideration of the current economic environment, income taxes are subject to measurement uncertainty. The timing of the recognition of income and deductions for the purpose of current tax expense is determined by relevant tax legislation.
Our results for the fourth quarter of 2025 reflect strong operational performance in the upstream business, lower throughput in our downstream operations, mainly due to the impact of the WRB Divestiture, and financial results impacted by a declining commodity price environment compared with the third quarter of 2025.
•Upstream production averaged 917.9 thousand BOE per day, an increase of 85.0 thousand BOE per day from the third quarter of 2025, mainly due to completion of the MEG Acquisition in November 2025. In addition, production increased due to successful development and optimization programs at our Lloydminster thermal assets.
•In the quarter, we achieved milestones for key projects. We fully ramped-up production at the Narrows Lake tie-back to Christina Lake project. All major process units at the Foster Creek optimization project were brought online and the project was completed ahead of schedule, supporting incremental production. At Sunrise, the first of the new well pads in the east development area commenced steam injection.
•Commissioning of the platform at the West White Rose project continued despite challenging weather conditions. Construction and welding is complete and integration testing is underway.
•Downstream throughput decreased 35 percent from the third quarter of 2025 to 465.5 thousand barrels per day, due to the WRB Divestiture.
•Benchmark WTI prices decreased from US$64.93 per barrel to US$59.14 per barrel, and WCS at Hardisty decreased from US$54.54 per barrel to US$47.94 per barrel in the fourth quarter of 2025. Additionally, the Chicago 3-2-1 crack spread and the Group 3 3-2-1 crack spread fell 25 percent and 19 percent, respectively, from the third quarter of 2025 to US$18.20 and US$19.25 per barrel, respectively.
•U.S. Refining Adjusted Market Capture increased 41 percent from the third quarter to 106 percent, driven by the receipt of a pipeline settlement in the quarter and continued reliability, which allowed us to take advantage of market conditions.
•Cash from operating activities increased to $2.4 billion from $2.1 billion in the third quarter of 2025, and Adjusted Funds Flow increased to $2.7 billion, an eight percent increase from the third quarter, as the lower Operating Margin was more than offset by lower current tax expense.
•We returned $1.1 billion to shareholders through common and preferred share base dividends of $380 million, and $714 million through our NCIB.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 32 |
Summary of Quarterly Results
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| | | | | | | 2025 | | 2024 | |
| ($ millions, except where indicated) | | | | | | | | | | | | | Q4 | Q3 | Q2 | Q1 | | Q4 | Q3 | Q2 | Q1 | | | | |
Average Commodity Prices (1) (US$/bbl) | | | | | | | | | | | | | | | | | | | | | | | | | |
| Dated Brent | | | | | | | | | | | | | 63.69 | | 69.07 | | 67.82 | | 75.66 | | | 74.69 | | 80.18 | | 84.94 | | 83.24 | | | | | |
| WTI | | | | | | | | | | | | | 59.14 | | 64.93 | | 63.74 | | 71.42 | | | 70.27 | | 75.09 | | 80.57 | | 76.96 | | | | | |
| WCS at Hardisty | | | | | | | | | | | | | 47.94 | | 54.54 | | 53.47 | | 58.75 | | | 57.71 | | 61.54 | | 66.96 | | 57.65 | | | | | |
| Differential WTI-WCS at Hardisty | | | | | | | | | | | | | 11.20 | | 10.39 | | 10.27 | | 12.67 | | | 12.56 | | 13.55 | | 13.61 | | 19.31 | | | | | |
Chicago 3-2-1 Crack Spread (2) | | | | | | | | | | | | | 18.20 | | 24.24 | | 21.64 | | 13.68 | | | 12.12 | | 18.62 | | 18.76 | | 17.45 | | | | | |
Group 3 3-2-1 Crack Spread (2) | | | | | | | | | | | | | 19.25 | | 23.72 | | 23.07 | | 16.48 | | | 12.66 | | 18.95 | | 18.13 | | 17.50 | | | | | |
| RINs | | | | | | | | | | | | | 6.04 | | 6.33 | | 6.12 | | 4.76 | | | 4.02 | | 3.89 | | 3.39 | | 3.68 | | | | | |
Upstream Production Volumes (3) | | | | | | | | | | | | | | | | | | | | | | | | | |
Bitumen (Mbbls/d) | | | | | | | | | | | | | 696.2 | | 615.2 | | 552.1 | | 602.5 | | | 608.6 | | 569.6 | | 591.7 | | 595.4 | | | | | |
Heavy Crude Oil (Mbbls/d) | | | | | | | | | | | | | 28.1 | | 25.4 | | 25.0 | | 21.8 | | | 18.0 | | 16.3 | | 18.1 | | 17.9 | | | | | |
Light Crude Oil (Mbbls/d) | | | | | | | | | | | | | 22.3 | | 16.3 | | 17.0 | | 16.8 | | | 12.3 | | 13.6 | | 13.5 | | 12.5 | | | | | |
NGLs (Mbbls/d) | | | | | | | | | | | | | 27.9 | | 27.8 | | 29.9 | | 29.8 | | | 31.7 | | 31.0 | | 33.0 | | 32.4 | | | | | |
Conventional Natural Gas (MMcf/d) | | | | | | | | | | | | | 860.4 | | 889.5 | | 851.4 | | 887.9 | | | 873.3 | | 844.6 | | 867.2 | | 855.8 | | | | | |
Total Production Volumes (MBOE/d) | | | | | | | | | | | | | 917.9 | | 832.9 | | 765.9 | | 818.9 | | | 816.0 | | 771.3 | | 800.8 | | 800.9 | | | | | |
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Downstream Total Processed Inputs (4) (Mbbls/d) | | | | | | | | | | | | | 498.4 | | 757.6 | | 714.9 | | 700.5 | | | 700.5 | | 674.4 | | 652.9 | | 683.8 | | | | | |
Crude Oil Unit Throughput (4) (Mbbls/d) | | | | | | | | | | | | | 465.5 | | 710.7 | | 665.8 | | 665.4 | | | 666.7 | | 642.9 | | 622.7 | | 655.2 | | | | | |
Downstream Production Volumes (4) (Mbbls/d) | | | | | | | | | | | | | 527.5 | | 770.3 | | 729.4 | | 722.4 | | | 722.6 | | 685.2 | | 659.5 | | 702.1 | | | | | |
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Revenues | | | | | | | | | | | | | 10,883 | | 13,195 | | 12,319 | | 13,299 | | | 12,813 | | 13,819 | | 14,582 | | 13,063 | | | | | |
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Operating Margin (5) | | | | | | | | | | | | | 2,777 | | 2,954 | | 2,066 | | 2,811 | | | 2,274 | | 2,408 | | 2,936 | | 3,191 | | | | | |
Operating Margin – Upstream (6) | | | | | | | | | | | | | 2,628 | | 2,590 | | 2,137 | | 3,048 | | | 2,670 | | 2,731 | | 3,089 | | 2,631 | | | | | |
Operating Margin – Downstream (6) | | | | | | | | | | | | | 149 | | 364 | | (71) | | (237) | | | (396) | | (323) | | (153) | | 560 | | | | | |
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| Cash From (Used in) Operating Activities | | | | | | | | | | | | | 2,408 | | 2,131 | | 2,374 | | 1,315 | | | 2,029 | | 2,474 | | 2,807 | | 1,925 | | | | | |
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Adjusted Funds Flow (5) | | | | | | | | | | | | | 2,674 | | 2,466 | | 1,519 | | 2,212 | | | 1,601 | | 1,960 | | 2,361 | | 2,242 | | | | | |
Per Share – Basic (5) ($) | | | | | | | | | | | | | 1.47 | | 1.38 | | 0.84 | | 1.21 | | | 0.88 | | 1.06 | | 1.27 | | 1.20 | | | | | |
Per Share – Diluted (5) ($) | | | | | | | | | | | | | 1.46 | | 1.38 | | 0.84 | | 1.21 | | | 0.87 | | 1.05 | | 1.26 | | 1.19 | | | | | |
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Capital Investment | | | | | | | | | | | | | 1,360 | | 1,154 | | 1,164 | | 1,229 | | | 1,478 | | 1,346 | | 1,155 | | 1,036 | | | | | |
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Free Funds Flow (5) | | | | | | | | | | | | | 1,314 | | 1,312 | | 355 | | 983 | | | 123 | | 614 | | 1,206 | | 1,206 | | | | | |
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Excess Free Funds Flow (5) | | | | | | | | | | | | | (1,597) | | 745 | | (306) | | 373 | | | (416) | | 146 | | 735 | | 832 | | | | | |
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Net Earnings (Loss) | | | | | | | | | | | | | 934 | | 1,286 | | 851 | | 859 | | | 146 | | 820 | | 1,000 | | 1,176 | | | | | |
Per Share – Basic ($) | | | | | | | | | | | | | 0.51 | | 0.72 | | 0.47 | | 0.47 | | | 0.08 | | 0.44 | | 0.53 | | 0.62 | | | | | |
Per Share – Diluted ($) | | | | | | | | | | | | | 0.50 | | 0.72 | | 0.45 | | 0.47 | | | 0.07 | | 0.42 | | 0.53 | | 0.62 | | | | | |
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| Total Assets | | | | | | | | | | | | | 63,424 | | 53,573 | | 55,820 | | 56,380 | | | 56,539 | | 54,680 | | 56,000 | | 54,994 | | | | | |
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| Long-Term Debt, Including Current Portion | | | | | | | | | | | | | 11,032 | | 7,156 | | 7,241 | | 7,524 | | | 7,534 | | 7,199 | | 7,275 | | 7,227 | | | | | |
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Net Debt | | | | | | | | | | | | | 8,292 | | 5,255 | | 4,934 | | 5,079 | | | 4,614 | | 4,196 | | 4,258 | | 4,827 | | | | | |
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Cash Returns to Common and Preferred Shareholders | | | | | | | | | | | | | 1,094 | | 1,274 | | 819 | | 595 | | | 706 | | 1,070 | | 1,034 | | 436 | | | | | |
| Common Shares – Base Dividends | | | | | | | | | | | | | 376 | | 356 | | 364 | | 327 | | | 330 | | 329 | | 334 | | 262 | | | | | |
Base Dividends Per Common Share ($) | | | | | | | | | | | | | 0.200 | | 0.200 | | 0.200 | | 0.180 | | | 0.180 | | 0.180 | | 0.180 | | 0.140 | | | | | |
| Common Shares – Variable Dividends | | | | | | | | | | | | | — | | — | | — | | — | | | — | | — | | 251 | | — | | | | | |
Variable Dividends Per Common Share ($) | | | | | | | | | | | | | — | | — | | — | | — | | | — | | — | | 0.135 | | — | | | | | |
| Purchase of Common Shares Under NCIB | | | | | | | | | | | | | 714 | | 918 | | 301 | | 62 | | | 108 | | 732 | | 440 | | 165 | | | | | |
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| Dividends Paid on Preferred Shares | | | | | | | | | | | | | 4 | | — | | 4 | | 6 | | | 18 | | 9 | | 9 | | 9 | | | | | |
| Preferred Share Redemption | | | | | | | | | | | | | — | | — | | 150 | | 200 | | | 250 | | — | | — | | — | | | | | |
(1)These benchmark prices are not our Realized Sales Prices and represent approximate values.
(2)The average 3-2-1 crack spread is an indicator of the refining margin and is valued on a last-in, first-out accounting basis.
(3)Includes results of the MEG Acquisition from November 13, 2025.
(4)Represent Cenovus’s net interest in refining operations. Following the WRB Divestiture, all refining operations are wholly-owned.
(5)Non-GAAP financial measure or contains a non-GAAP financial measure. See the Specified Financial Measures Advisory of this MD&A.
(6)Specified financial measure. See the Specified Financial Measures Advisory of this MD&A.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 33 |
Fourth Quarter 2025 Results Compared with the Fourth Quarter 2024
The summary below compares financial and operating results for the three months ended December 31, 2025, compared with the same period in 2024.
Upstream Production Volumes
Total upstream production increased 101.9 thousand BOE per day in the fourth quarter of 2025, compared with 2024, primarily due to:
•Incremental production at Christina Lake following the MEG Acquisition in November 2025 and the ramp-up of production from Narrows Lake.
•Successful results from new well pads at Foster Creek and the completion of the Foster Creek optimization project, which supported additional production.
•Production resuming at the White Rose field following the completion of the SeaRose ALE project.
The increases were partially offset by the temporary shut-in of production at our Rush Lake facilities following an incident in the second quarter of 2025. In the fourth quarter, we successfully restarted production and the phased ramp-up is progressing as expected.
Downstream Refining Throughput and Production
Canadian Refining operations were strong in the fourth quarter with crude unit utilization of 105 percent (2024 – 97 percent). Throughput increased 8.5 thousand barrels per day to 112.9 thousand barrels per day and production increased 12.9 thousand barrels per day to 131.3 thousand barrels per day compared with 2024. In 2025, our assets ran at, or above full capacity due to ongoing improvement initiatives and continued high asset reliability.
U.S. Refining crude unit utilization increased to 97 percent (2024 – 92 percent) due to higher reliability and ongoing operational improvements. Throughput decreased 209.7 thousand barrels per day to 352.6 thousand barrels per day and total refined product production decreased 208.0 thousand barrels per day to 396.2 thousand barrels per day compared with 2024, primarily due to the WRB Divestiture.
Operating Margin
Three Months Ended December 31, 2025 and 2024
Operating Margin increased compared with the fourth quarter of 2024, primarily due to:
•Higher sales volumes in our Oil Sands and Canadian Refining segments.
•Higher market crack spreads in our U.S. Refining segment and the receipt of a pipeline settlement during the quarter.
The increase was partially offset by:
•Lower Realized Sales Prices impacting revenues in our Oil Sands segment due to lower benchmark WTI prices, partially offset by a narrower WTI-WCS differential.
•Increased operating expenses in our Oil Sands segment due to higher fuel costs.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 34 |
Cash From (Used in) Operating Activities and Adjusted Funds Flow
Cash from operating activities increased $379 million to $2.4 billion in the fourth quarter of 2025, compared with the fourth quarter of 2024, primarily due to lower current tax expense and higher Operating Margin, partially offset by the changes in non-cash working capital. The 2025 net change in non-cash working capital was primarily due to decreases in accounts receivable. In 2024, the net change in non-cash working capital was primarily due to increases in accounts payable and taxes payable, combined with a decrease in accounts receivable, partially offset by increased inventories.
Adjusted Funds Flow increased to $2.7 billion in the fourth quarter of 2025, compared with $1.6 billion in 2024, primarily due to lower current tax expense and higher Operating Margin, partially offset by integration, transaction and other costs related to the MEG Acquisition.
Net Earnings (Loss)
Net earnings were $934 million in the fourth quarter of 2025 compared with $146 million in the fourth quarter of 2024. The increase was primarily due to an increase in Operating Margin and foreign exchange gains, compared with losses in 2024, partially offset by an increase in depreciation, depletion and amortization.
Capital Investment
Capital investment was $1.4 billion in the fourth quarter of 2025, compared with $1.5 billion in the fourth quarter of 2024, as we continued our sustaining activities and upstream growth projects.
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As at December 31, 2025 (before royalties) (1) (2) | Bitumen (3) (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (4) (Bcf) | | Total (MMBOE) |
| Total Proved | 5,697 | | | 87 | | | 59 | | | 1,745 | | | 6,135 | |
| Probable | 3,227 | | | 71 | | | 28 | | | 878 | | | 3,472 | |
| Total Proved Plus Probable | 8,924 | | | 158 | | | 87 | | | 2,622 | | | 9,607 | |
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As at December 31, 2024 (before royalties) (1) (2) | Bitumen (3) (MMbbls) | | Light and Medium Oil (MMbbls) | | NGLs (MMbbls) | | Conventional Natural Gas (4) (Bcf) | | Total (MMBOE) |
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| Total Proved | 5,179 | | | 91 | | | 69 | | | 1,950 | | | 5,664 | |
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| Probable | 2,500 | | | 77 | | | 37 | | | 1,071 | | | 2,793 | |
| Total Proved Plus Probable | 7,679 | | | 168 | | | 107 | | | 3,021 | | | 8,457 | |
(1)Totals may not sum due to rounding.
(2)Includes values attributable to Cenovus’s 30 percent equity interest in the Duvernay joint venture and 40 percent equity interest in the HCML joint venture.
(3)Includes heavy crude oil that is not material.
(4)Includes shale gas that is not material.
The following developments occurred in 2025 compared with 2024:
•Bitumen gross total proved and gross total proved plus probable reserves increased by 518 million barrels and 1,245 million barrels, respectively. The changes were due to the MEG Acquisition, extensions due to continuing development of, and updates to development plans for the Oil Sands segment, and technical revisions due to improvements to recovery performance at Sunrise and Lloydminster thermal. These increases were partially offset by current year production and negative technical revisions resulting from recovery factor changes at Christina Lake and Foster Creek, and a minor disposition at Lloydminster thermal.
•Light and medium oil gross total proved and gross total proved plus probable reserves decreased by four million barrels and 10 million barrels, respectively. The changes were due to current year production and negative technical revisions due to updates to the Conventional segment development plans. These decreases were partially offset by extensions due to updates to the Conventional segment development plans.
•NGLs gross total proved and gross total proved plus probable reserves decreased by 10 million barrels and 20 million barrels, respectively. The changes were due to current year production, negative technical revisions due to updates to the Conventional segment development plans and negative technical revisions due to reductions to recovery performance in Indonesia. These reductions were partially offset by extensions due to updates to the Conventional segment development plans and technical revisions due to improvements to recovery performance in China.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 35 |
•Conventional natural gas gross total proved and gross total proved plus probable reserves decreased by 205 billion cubic feet and 399 billion cubic feet, respectively. The changes were due to current year production, negative technical revisions due to updates to the Conventional segment development plans and negative technical revisions due to reductions to recovery performance in Indonesia. These reductions were partially offset by extensions due to updates to the Conventional segment development plans, technical revisions due to increases to original natural gas in place volumes in China and minor acquisitions in the Conventional segment.
The reserves data is presented as at December 31, 2025, using an average of the forecast prices, inflation and exchange rates (“Average Forecast”) by McDaniel & Associates Consultants Ltd., GLJ Ltd. and Sproule ERCE. The Average Forecast is dated January 1, 2026. Comparative information as at December 31, 2024, uses the January 1, 2025, Average Forecast.
Additional information with respect to the evaluation and reporting of our reserves in accordance with NI 51-101 is contained in our AIF for the year ended December 31, 2025. Our AIF is available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on our website at cenovus.com. Material risks and uncertainties associated with estimates of reserves are discussed in the Risk Management and Risk Factors section and the Advisory section of this MD&A.
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LIQUIDITY AND CAPITAL RESOURCES |
Our capital allocation framework enables us to preserve our balance sheet, provide flexibility in both high and low commodity price environments, and deliver value to shareholders.
We expect to fund our near-term cash requirements through cash from operating activities, the prudent use of our cash and cash equivalents, and other sources of liquidity. Our other sources of liquidity include draws on our committed credit facility, draws on our uncommitted demand facilities, and other corporate and financial opportunities, which provide timely access to funding to supplement cash flow. We remain committed to maintaining our investment grade credit ratings at S&P Global Ratings, Moody’s Ratings, Morningstar DBRS and Fitch Ratings. The cost and availability of borrowing, and access to sources of liquidity and capital are dependent on current credit ratings and market conditions.
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($ millions) | | | | | 2025 | | 2024 |
| Cash From (Used In) | | | | | | | |
| Operating Activities | | | | | 8,228 | | | 9,235 | |
| Investing Activities | | | | | (7,677) | | | (5,126) | |
| Net Cash Provided (Used) Before Financing Activities | | | | | 551 | | | 4,109 | |
| Financing Activities | | | | | (749) | | | (3,505) | |
| Effect of Foreign Exchange on Cash and Cash Equivalents | | | | | (155) | | | 262 | |
| Increase (Decrease) in Cash and Cash Equivalents | | | | | (353) | | | 866 | |
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As at December 31, ($ millions) | | | | | 2025 | | 2024 |
Cash and Cash Equivalents | | | | | 2,740 | | | 3,093 | |
Total Debt | | | | | 11,032 | | | 7,707 | |
Cash From (Used in) Operating Activities
In 2025, cash from operating activities decreased compared with 2024, primarily due to changes in non-cash working capital, partially offset by lower current tax expense and lower cash-settled long-term incentive costs. Non-cash working capital decreased cash from operating activities by $363 million, primarily due to an increase in accounts receivable, and decreases in accounts payable and income tax payable, partially offset by a decrease in inventories, excluding the impact of the MEG Acquisition and the WRB Divestiture.
In 2024, the change in non-cash working capital was a source of cash of $1.3 billion due to lower accounts receivable, higher accounts payable and higher taxes payable, partially offset by higher inventories.
Cash From (Used in) Investing Activities
Cash used in investing activities increased in 2025 compared with 2024. Cash used in investing activities primarily relates to capital investment and the MEG Acquisition, partially offset by proceeds from the WRB Divestiture.
Cash From (Used in) Financing Activities
In 2025, cash used in financing activities was $749 million, compared with $3.5 billion in 2024, primarily due to the redemption of certain senior unsecured notes and higher share purchases under the Company’s NCIB, partially offset by an increase in long-term debt from the receipt of a $2.7 billion term loan facility and the issuance of $2.6 billion of senior unsecured notes.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 36 |
Working Capital
Working capital as at December 31, 2025, was $3.6 billion (December 31, 2024 – $3.1 billion). The increase was primarily driven by higher accounts receivable and lower accounts payable, partially offset by lower inventories.
We anticipate that we will continue to meet our payment obligations as they come due.
Returns to Shareholders Target
Maintaining a strong balance sheet, with the resilience to withstand price volatility and capitalize on opportunities throughout the commodity price cycle, is a key element of Cenovus’s capital allocation framework. Our Net Debt target is $4.0 billion and represents a Net Debt to Adjusted Funds Flow ratio target of approximately 1.0 times at the bottom of the commodity pricing cycle, which we believe is a WTI price of approximately US$45.00 per barrel.
Upon closing of the MEG Acquisition, we adjusted our shareholder returns framework as follows:
•While Net Debt is above $6.0 billion, the Company will target to return approximately 50 percent of Excess Free Funds Flow to shareholders, with the remainder allocated to deleveraging.
•When Net Debt is between $6.0 billion and $4.0 billion, the Company will target to return approximately 75 percent of Excess Free Fund Flow to shareholders, with the remainder allocated to deleveraging.
Our long-term Net Debt target of $4.0 billion remains unchanged, and upon reaching the targeted levels, we plan to return approximately 100 percent of Excess Free Funds Flow to shareholders over time while stewarding Net Debt near $4.0 billion. Working capital movements, foreign exchange rate changes and other factors may result in periods where shareholder returns are less than, or exceed, Excess Free Funds Flow and Net Debt is above or below our target. The allocation of Excess Free Funds Flow to shareholder returns may be accelerated, deferred or reallocated between quarters at Management’s discretion.
As at December 31, 2025, our Net Debt position was $8.3 billion and, as a result, our returns to shareholders target for the three months ended March 31, 2026, will be 50 percent of the first quarter’s Excess Free Funds Flow.
Short-Term Borrowings
There were no direct borrowings on our uncommitted demand facilities as at December 31, 2025, or December 31, 2024. On September 30, 2025, Cenovus completed the WRB Divestiture, which included the Company’s proportionate share of the WRB uncommitted demand facilities outstanding of US$225 million (C$313 million). Cenovus’s proportionate share of the WRB uncommitted demand facilities outstanding as at December 31, 2024, was US$120 million (C$173 million).
Long-Term Debt, Including Current Portion
| | | | | | | | | | | | | | |
As at December 31, ($ millions) | | 2025 | | 2024 |
| Term Loan Facility | | 2,700 | | — |
U.S. Dollar Denominated Senior Unsecured Notes | | 5,887 | | 5,470 |
Canadian Dollar Senior Unsecured Notes | | 2,450 | | 2,000 |
| Total Debt Principal | | 11,037 | | 7,470 |
Upon maturity on July 15, 2025, the Company repaid its 5.38 percent senior unsecured notes with a principal of US$133 million, in full.
We obtained a $2.7 billion term loan facility maturing on February 28, 2029, to fund a portion of the cash consideration for the MEG Acquisition. Upon closing of the MEG Acquisition, we assumed MEG’s U.S. dollar senior unsecured notes with a principal of US$600 million. The notes were subsequently redeemed on December 1, 2025, in full.
On November 20, 2025, the Company closed public offerings in Canada and the U.S. of senior unsecured notes of $2.6 billion, composed of $650 million 4.25 percent notes due in 2033, $550 million 4.60 percent notes due in 2035, US$500 million 4.65 percent notes due in 2031 and US$500 million 5.40 percent notes due in 2036.
On December 1, 2025, the Company redeemed its 4.25 percent senior unsecured notes with a principal of US$373 million, in full. On December 22, 2025, the Company redeemed its 3.60 percent senior unsecured notes with a principal of $750 million, in full.
As at December 31, 2025, we were in compliance with all of the terms of our debt agreements, which includes the terms of our committed credit facility and term loan facility. We are required to maintain a debt to capitalization ratio, as defined in the debt agreements, not to exceed 65 percent. We are below this limit.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 37 |
Available Sources of Liquidity
The following sources of liquidity are available as at December 31, 2025:
| | | | | | | | | | | | | | | | | |
| ($ millions) | Maturity | | | | | | | | Amount Available |
| Cash and Cash Equivalents | n/a | | | | | | | | 2,740 | |
Committed Credit Facility (1) | | | | | | | | | |
Revolving Credit Facility – Tranche A | September 19, 2029 | | | | | | | | 3,300 | |
Revolving Credit Facility – Tranche B | September 19, 2028 | | | | | | | | 2,200 | |
| | | | | | | | | |
Uncommitted Demand Facilities (2) | n/a | | | | | | | | 1,116 | |
(1)No amounts were drawn on the committed credit facility as at December 31, 2025 (December 31, 2024 – $nil).
(2)Represents amounts available for cash draws. Our uncommitted demand facilities include $1.5 billion, of which $1.4 billion may be drawn for general purposes, or the full amount can be available to issue letters of credit. As at December 31, 2025, there were outstanding letters of credit aggregating to $341 million (December 31, 2024 – $355 million) and no direct borrowings (December 31, 2024 – $nil).
On September 19, 2025, Cenovus renewed its existing committed credit facility to extend the maturity dates by more than one year. As at December 31, 2025, the committed credit facility consists of a $3.3 billion tranche maturing on September 19, 2029, and a $2.2 billion tranche maturing on September 19, 2028. As at December 31, 2025, no amount was drawn on the credit facility (December 31, 2024 – $nil).
Base Shelf Prospectus
On November 28, 2025, Cenovus filed a base shelf prospectus that allows the Company to offer, from time to time, debt securities, common shares, preferred shares, subscription receipts, warrants, share purchase contracts and units in Canada, the U.S. and elsewhere as permitted by law. The base shelf prospectus will expire in December 2028. Offerings under the base shelf prospectus are subject to market conditions on terms set forth in one or more prospectus supplements.
Financial Metrics
We monitor our capital structure and financing requirements using, among other things, Total Debt, the Net Debt to Adjusted EBITDA ratio, the Net Debt to Adjusted Funds Flow ratio and the Net Debt to Capitalization ratio. Refer to Note 22 of the Consolidated Financial Statements for further details.
We define Net Debt as short-term borrowings and the current and long-term portions of long-term debt, net of cash and cash equivalents, and short-term investments. The components of the ratios include Capitalization, Adjusted Funds Flow and Adjusted EBITDA. We define Capitalization as Net Debt plus Shareholder’s Equity. We define Adjusted Funds Flow, as used in the Net Debt to Adjusted Funds Flow ratio, as cash from (used in) operating activities, less settlement of decommissioning liabilities and net change in operating non-cash working capital calculated on a trailing twelve-month basis. We define Adjusted EBITDA, as used in the Net Debt to Adjusted EBITDA ratio, as net earnings (loss) before finance costs, net, income tax expense (recovery), DD&A, E&E asset write-downs, goodwill impairments, (income) loss from equity-accounted affiliates, unrealized (gain) loss on risk management, net foreign exchange (gain) loss, (gain) loss on divestiture of assets, re-measurement of contingent payments and other (income) loss, net calculated on a trailing twelve-month basis. These ratios are used to steward our overall debt position and are measures of our overall financial strength.
| | | | | | | | | | | | | |
| As at December 31, | 2025 | | 2024 | | |
Net Debt to Adjusted EBITDA Ratio (times) | 0.9 | | 0.5 | | |
Net Debt to Adjusted Funds Flow Ratio (times) | 0.9 | | 0.6 | | |
Net Debt to Capitalization Ratio (percent) | 21 | | | 13 | | | |
Our Net Debt to Adjusted EBITDA ratio and our Net Debt to Adjusted Funds Flow ratio targets are approximately 1.0 times and Net Debt at or below $4.0 billion over the long-term at a WTI price of US$45.00 per barrel. These measures may fluctuate periodically outside this range due to factors such as persistently high or low commodity prices or the strengthening or weakening of the Canadian dollar relative to the U.S. dollar. Our objective is to maintain a high level of capital discipline and manage our capital structure to help ensure we have sufficient liquidity through all stages of the economic cycle. To ensure financial resilience, we may, among other actions, adjust capital and operating spending, steward working capital, draw down on our credit facilities or repay existing debt, adjust dividends paid to shareholders, purchase our common or preferred shares for cancellation, issue new debt, or issue new shares.
Our Net Debt to Adjusted EBITDA ratio, Net Debt to Adjusted Funds Flow ratio and Net Debt to Capitalization ratio as at December 31, 2025, increased compared with December 31, 2024, primarily as a result of higher Net Debt. See the Operating and Financial Results section of this MD&A for more information on changes in Net Debt.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 38 |
Share Capital and Stock-Based Compensation Plans
Our common shares are listed on the Toronto Stock Exchange (“TSX”) and New York Stock Exchange (“NYSE”). Our cumulative redeemable preferred shares series 1 and 2 are listed on the TSX. On March 31, 2025, and June 30, 2025, Cenovus exercised its right to redeem all 8.0 million of the Company’s series 5 preferred shares and all 6.0 million of the Company’s series 7 preferred shares, respectively. The preferred shares were redeemed at a price of $25.00 per share for a total of $350 million.
As at December 31, 2025, there were approximately 1,883.4 million common shares outstanding (December 31, 2024 – 1,825.0 million common shares) and 12.0 million preferred shares outstanding (December 31, 2024 – 26.0 million preferred shares). Total purchase consideration for the MEG Acquisition included the issuance of 143.9 million Cenovus common shares. Refer to Note 4 of the Consolidated Financial Statements for further details.
Cenovus has established an employee benefit plan trust (the “Trust”). The Trust, through an independent trustee, acquires Cenovus’s common shares on the open market, which are held to satisfy the Company’s obligations under certain stock-based compensation plans. For the year ended December 31, 2025, the Trust purchased 7.1 million common shares (2024 – 2.0 million common shares) for a total of $155 million (2024 – $43 million) and distributed 3.8 million common shares (2024 – nil) for a total of $82 million (2024 – $nil) under the employee benefit plan. As at December 31, 2025, there were 5.3 million common shares held by the Trust (December 31, 2024 – 2.0 million common shares). Refer to Note 26 of the Consolidated Financial Statements for further details.
As at December 31, 2025, there were approximately 1.2 million common share purchase warrants (“Cenovus Warrants”) outstanding (December 31, 2024 – 3.6 million). Each Cenovus Warrant entitled the holder to acquire one common share for a period of five years from the date of issue at an exercise price of $6.54 per common share. The Cenovus Warrants expired on January 1, 2026. Refer to Note 26 of the Consolidated Financial Statements for further details.
Refer to Note 28 of the Consolidated Financial Statements for further details on our stock option plans and our performance share unit, restricted share unit and deferred share unit plans. Our outstanding share data is as follows:
| | | | | | | | | | | |
| As at February 13, 2026 | Units Outstanding (thousands) | | Units Exercisable (thousands) |
Common Shares | 1,879,261 | | n/a |
| | | |
| Series 1 First Preferred Shares | 10,740 | | n/a |
| Series 2 First Preferred Shares | 1,260 | | n/a |
Stock Options | 10,626 | | 4,647 |
| Other Stock-Based Compensation Plans | 21,089 | | 1,832 |
Common Share Dividends
In 2025, we declared and paid base dividends of $1.4 billion or $0.780 per common share (2024 – $1.3 billion or $0.680 per common share) and variable dividends of $nil (2024 – $251 million or $0.135 per common share).
On February 18, 2026, the Board declared a first quarter base dividend of $0.200 per common share. The dividend is payable on March 31, 2026, to common shareholders of record as at March 13, 2026.
The declaration of common share dividends is at the sole discretion of the Board and is considered quarterly.
Cumulative Redeemable Preferred Share Dividends
| | | | | | | | | | | | | | | | | |
| | | |
| ($ millions) | | | | | 2025 | | 2024 |
| Series 1 First Preferred Shares | | | | | 7 | | 7 |
| Series 2 First Preferred Shares | | | | | 1 | | 2 |
| Series 3 First Preferred Shares | | | | | — | | 12 |
| Series 5 First Preferred Shares | | | | | 2 | | 9 |
| Series 7 First Preferred Shares | | | | | 4 | | 6 |
| Total Preferred Share Dividends Declared | | | | | 14 | | 36 |
For the year ended December 31, 2025, dividends of $14 million were paid on the preferred shares (2024 – $45 million).
On February 18, 2026, the Company’s Board of Directors declared first quarter preferred share dividends of $2 million payable on March 31, 2026, to preferred shareholders of record as at March 13, 2026.
The declaration of preferred share dividends is at the sole discretion of the Board and is considered quarterly.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 39 |
Share Repurchases
On November 7, 2025, the Company received approval from the TSX to renew the Company’s NCIB program to purchase up to 120.3 million common shares during the period from November 11, 2025, to November 10, 2026.
| | | | | | | | | | | | | | | | | |
| | | |
| | | | | 2025 | | 2024 |
Common Shares Purchased and Cancelled Under NCIB (millions of common shares) | | | | | 89.4 | | | 55.9 | |
Weighted Average Price per Common Share ($) | | | | | 21.87 | | | 25.38 | |
Purchase of Common Shares Under NCIB ($ millions) | | | | | 1,995 | | | 1,445 | |
From January 1, 2026, to February 13, 2026, the Company purchased an additional 5.0 million common shares for $126 million. As at February 13, 2026, the Company can further purchase up to 107.9 million common shares under the NCIB.
Contractual Commitments and Obligations
We have obligations for goods and services entered into in the normal course of business. Obligations that have original maturities of less than one year are excluded from our total commitments disclosed below. For further information, see Note 34 to the Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As at December 31, 2025 | | | | | | | | | | | | | |
| ($ millions) | 1 Year | | 2 Years | | 3 Years | | 4 Years | | 5 Years | | Thereafter | | Total |
| Commitments | | | | | | | | | | | | | |
Transportation and Storage (1) (2) | 2,603 | | 2,623 | | 2,775 | | 2,802 | | 2,531 | | 23,591 | | 36,925 |
| | | | | | | | | | | | | |
Real Estate | 64 | | 65 | | 65 | | 69 | | 70 | | 474 | | 807 |
Obligation to Fund HCML | 99 | | 94 | | 54 | | 42 | | 41 | | 59 | | 389 |
Other Long-Term Commitments | 547 | | 184 | | 151 | | 117 | | 111 | | 484 | | 1,594 |
Total Commitments | 3,313 | | 2,966 | | 3,045 | | 3,030 | | 2,753 | | 24,608 | | 39,715 |
| Long-Term Debt (Principal and Interest) | 473 | | 489 | | 1,717 | | 3,303 | | 330 | | 9,718 | | 16,030 |
Lease Liabilities (Principal and Interest) (3) | 519 | | 485 | | 437 | | 371 | | 317 | | 2,719 | | 4,848 |
| Decommissioning Liabilities | 222 | | 228 | | 210 | | 232 | | 257 | | 7,568 | | 8,717 |
| | | | | | | | | | | | | |
| Total Commitments and Obligations | 4,527 | | 4,168 | | 5,409 | | 6,936 | | 3,657 | | 44,613 | | 69,310 |
(1)Includes transportation commitments that are subject to regulatory approval or were approved but are not yet in service of $7.7 billion (December 31, 2024 – $854 million), of which $1.6 billion were assumed from the MEG Acquisition. Terms are up to 15 years on commencement.
(2)As at December 31, 2025, includes $1.7 billion related to transportation and storage commitments with HMLP (December 31, 2024 – $1.8 billion).
(3)Lease contracts related to office space, a pipeline, storage tanks, terminals, railcars, vessels, refining equipment, a natural gas processing plant, caverns, fleet vehicles, our commercial fuels network and other field equipment.
Through the MEG Acquisition, the Company assumed $8.3 billion of various transportation and storage commitments.
As at December 31, 2025, outstanding letters of credit issued as security for performance under certain contracts totaled $341 million (December 31, 2024 – $355 million).
Legal Proceedings
We are involved in a limited number of legal claims associated with the normal course of operations. We believe that any liabilities that might arise from such matters, to the extent not provided for, are not likely to have a material effect on our Consolidated Financial Statements.
Transactions with Related Parties
Husky Midstream Limited Partnership
The Company holds a 35 percent interest in and is the operator of HMLP. The Company charges HMLP for construction and management services, and incurs costs for the use of HMLP’s pipeline systems, as well as transportation and storage services. Access fees and transportation and storage services are based on contractually agreed rates with HMLP.
| | | | | | | | | | | | | | | | | |
| ($ millions) | | | | | 2025 | | 2024 |
| Revenues from Construction and Management Services | | | | | 164 | | 155 |
| Transportation Expenses | | | | | 258 | | 278 |
For the year ended December 31, 2025, the Company received $40 million of distributions from HMLP (2024 – $65 million) and paid $2 million in contributions (2024 – $51 million).
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 40 |
Husky-CNOOC Madura Limited
Cenovus holds a 40 percent equity interest in the jointly-controlled entity HCML. For the year ended December 31, 2025, the Company received $94 million of distributions from HCML (2024 – $107 million) and paid $nil in contributions (2024 – $nil).
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RISK MANAGEMENT AND RISK FACTORS |
Risk Governance
Our Enterprise Risk Management (“ERM”) program drives the identification, measurement, prioritization, and management of our risks and is integrated with the Cenovus Operations Integrity Management System (“COIMS”). We continuously monitor our risk profile and industry best practices. The ERM Policy, approved by our Board, outlines our risk management principles, expectations, and the roles and responsibilities of all staff. Our risk management framework aligns with International Organization for Standardization (“ISO”) in its ISO 31000 – Risk Management Guidelines. The results of our ERM program are documented in consolidated risk reports presented to our Board and through regular updates.
Risk Factors
We are exposed to various risks through the pursuit of our strategic objectives. Some of these risks impact the energy industry as a whole and others are unique to our operations. The following discussion describes the financial, operational, regulatory, environmental, reputational, climate-change related and other risks to Cenovus. Each risk identified in this MD&A may individually, or in combination with other risks, have a material impact on, among other things, our business, financial condition, results of operations, cash flows, reputation, ability to pursue our strategic priorities, meet our targets or outlooks, goals, initiatives and ambitions, ability to respond to changes in our operating environment, access to capital, cost of borrowing, access to liquidity, ability to fund share repurchases, dividend payments and/or business plans, fulfill our obligations and/or the market price of our securities. These factors should be considered when investing in securities of Cenovus.
Financial Risk
Commodity Prices
Our financial performance is significantly dependent on prevailing commodity prices. Prices for crude oil, refined products, natural gas, NGLs and other related products are impacted by a number of factors, including, but not limited to: global and regional supply of, and demand for, these commodities; the ability of producers and governments to replace supply; processing and export capacity; export or import restrictions; domestic and global economic conditions; inflation; changes to interest rates; the impact of tariffs and responses thereto (including by governments, our trade partners and customers), which may include, without limitation, counter-tariffs, surtaxes, countermeasures, countervailing duties, antidumping duties, special duties, export taxes on Cenovus’s products, and restrictions on imports and exports, such as export controls, sanctions or other measures; central bank policies; market competitiveness; the actions of OPEC and other oil exporting nations, including, but not limited to, compliance or non-compliance with quotas agreed upon by OPEC members and decisions by OPEC regarding whether and to what extent to impose production quotas on its members; developments related to the market for these commodities; inventory levels of these commodities; seasonal trends; refinery availability; current and potential future environmental laws and regulations; emissions, including, but not limited to, carbon; market pricing and the accessibility and liquidity of these and related markets; prices and availability of alternate sources of energy; actions of governments and regulatory bodies; enforcement of laws and regulations; shifts or changes in governmental policy; public sentiment towards the use of non-renewable resources; political instability and social conditions in countries producing these commodities; market access constraints and transportation restrictions or interruptions; terrorist threats; technological developments; economic sanctions; outbreak of a pandemic, war or other international or regional conflict and any related government action or military exercise; the occurrence of natural disasters; and weather conditions.
The focus on the timing and pace of the transition to a lower-carbon economy and resulting trends will likely continue to affect global energy demand and usage, including the composition of the types of energy generally used by industry and individual consumers. Under certain aggressive low-carbon scenarios, potential demand erosion could contribute to commodity price fluctuations and structural commodity price declines. However, it is not currently possible to predict the timelines for, and precise effects of, the transition to a lower-carbon economy.
The financial performance of our oil sands operations could also be impacted by discounted or reduced commodity prices for our oil sands production relative to certain international benchmark prices, due, in part, to potential constraints on the ability to transport and sell products to domestic and international markets, and the quality of crude oil produced. Of particular importance to us are condensate cost and supply, and the price differentials between bitumen and both light to medium crude oil and heavy crude oil. Bitumen is more expensive for refineries to process and therefore generally trades at a discount to the market price for light to medium crude oil and heavy crude oil, which, along with higher condensate costs, can adversely affect our financial condition.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 41 |
The financial performance of our refining operations is impacted by the relationship, or margin, between refined product prices and the prices of refinery feedstock. Refining margins are subject to factors such as, but not limited to, prices of refinery feedstock; capacity and utilization rates at existing refineries; global and regional demand for refined products; market conditions for refined products; and seasonal demand. Sales volumes, prices, inventory levels and inventory values will fluctuate accordingly. Future refining margins are uncertain and decreases in refining margins may have a negative impact on our business, results of operations, cash flows and financial condition.
All of these factors are beyond our control and can result in a high degree of both cost and price volatility.
We integrate the potential impact of a variety of factors and scenarios into our business planning processes, including commodity price fluctuations, climate change and GHG regulations, including the cost of carbon. To mitigate uncertainty, we evaluate our business plans under a range of scenarios. Although Management believes that our assumptions and estimates are reasonable, reflect current, pending and potential future states and are informed by external scenarios, they are based on numerous assumptions and estimates that, if false, may have a material adverse effect on our business, financial condition and results of operations. As such, variations between actual outcomes and our assumptions and estimates may have a material adverse effect on our business, financial condition, results of operations, reputation and cash flows.
Fluctuations in commodity prices, associated price differentials and refining margins may impact our financial condition, results of operations, cash flows, growth, access to capital, cost of borrowing, ability to meet guidance targets, the value of our assets, the level of shareholder returns, and ability to maintain our business and fund projects. A substantial decline in these commodity prices or an extended period of low commodity prices may result in: an inability to meet all our financial obligations as they come due; a delay or cancellation of existing or future drilling, development or construction programs; curtailment in production; unutilized long-term transportation commitments; and/or low utilization levels at our refineries.
The commodity price risks noted above, as well as other risks such as market access constraints and transportation restrictions, reserves replacement and reserves estimates, and cost management that are more fully described herein, may have a material impact on our business, financial condition, results of operations, cash flows and reputation, and may, along with the comparison of the carrying value of our assets to our market capitalization, be considered indicators of impairment.
As discussed in this MD&A, we conduct an assessment, at each reporting date, of the carrying value of our assets in accordance with IFRS Accounting Standards. If crude oil, refined product, natural gas and NGL prices decline significantly and remain at low levels for an extended period, or if the costs to develop or produce such resources significantly increase, the carrying value of our assets may be subject to impairment and our net earnings could be adversely affected.
Risks Associated with Tariffs and International Trade
Discussions continue regarding current and future economic arrangements between Canada and the U.S., and the U.S.’s relationships with other global trading partners, and there remains significant uncertainty over whether tariffs, surtaxes, or other restrictive trade measures or countermeasures will be implemented or maintained and, if so, the scope, impact, and duration of any such measures. Potential measures could include, among others, increased tariffs on Canadian energy imports into the U.S. or other jurisdictions, controls or restrictions on cross-border supply chains, changes to existing preferential trade agreements such as the United States-Mexico-Canada Agreement or cross-border energy agreements, or additional regulatory barriers that could impact our ability to access international markets and conduct business efficiently.
Restrictive trade measures or countermeasures, if implemented for any period of time, could have a significant impact on the market for crude oil, NGLs, natural gas and refined petroleum products in North America and internationally and could result in, among other things, a high degree of both cost and price volatility, a relative weakening of the Canadian dollar, widening differentials, and decreased demand for our products and services. Any or all such effects may have a material adverse impact on our business, results of operations and financial condition.
Additionally, restrictive trade measures or countermeasures or export controls imposed on our products or operations could reduce our ability to compete in the global market. We also rely on the importation of specialized equipment, raw materials and technology from various global suppliers. Any restrictions, controls, or increases in tariffs on these goods could lead to higher costs for these essential inputs, thereby having a negative effect on our financial position and cash flows.
Risks Associated with Financial Risk Management Activities
Our Board-approved Market Risk Management Policy allows Management to use approved derivative financial instruments as needed, within authorized limits, to help mitigate the impact of changes in crude oil and condensate prices and differentials, NGLs and natural gas spreads, basis and prices, electricity prices, refined product, and crack spread margins, as well as fluctuations in foreign exchange and interest rates. We may also use derivative instruments and physical positions in various operational markets to help optimize our supply costs or sales of our production, or fixed-price commitments for the purchase or sale of crude oil, refined products, natural gas, NGLs and other related products.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 42 |
Notwithstanding the anticipated benefits of undertaking these risk management and trading activities, the use thereof may expose us to risks which may cause significant loss, including risks related to: changes in the valuation of the risk management instrument being poorly correlated to the change in the valuation of the underlying exposures; change in price of the underlying commodity or market value of the instrument or physical position; lack of market liquidity; insufficient counterparties to transact with; counterparty default; deficiency in systems or controls; human error; the unenforceability of contracts; and any inability to fulfill our delivery obligations related to the underlying physical transaction. These financial instruments may also limit the benefit to us of commodity prices, interest or foreign exchange rate changes.
Additionally, Cenovus may engage in trading activities other than for hedging purposes. These activities, including the trading of energy products, are exposed to market variables and commodity price risk. As part of these activities, the Company may enter into physical contracts and other financial instruments. Such trading activities may expose Cenovus to additional risks including: market price risk; liquidity risk; counterparty risk; and increased earnings volatility.
For details of our financial instruments, including classification, assumptions made in the calculation of fair value and additional discussion on exposure of risks and the management of those risks, see Notes 31 and 32 of the Consolidated Financial Statements.
Impact of Financial Risk Management Activities
Cenovus may employ various price alignment and volatility management strategies, including financial risk management contracts, to reduce volatility in future cash flows and improve cash flow stability.
Transactions typically span across numerous time periods. As such, these transactions reside across both realized and unrealized risk management. As the financial contracts settle, they will flow from unrealized to realized risk management gains and losses.
The discussion below summarizes the sensitivities of the fair value of our risk management positions to fluctuations in commodity prices and foreign exchange rates, with all other variables held constant. Management believes the price fluctuations identified below are a reasonable measure of volatility. The impact of the below on the Company’s open risk management positions could result in an unrealized gain (loss) impacting earnings before income tax as follows:
| | | | | | | | | | | | | | |
As at December 31, 2025 | Sensitivity Range | Increase | | Decrease |
| Crude Oil and Condensate Commodity Price | ± US$10.00/bbl Applied to WTI, Condensate and Related Hedges | — | | — |
Crude Oil and Condensate Differential Price (1) | ± US$2.50/bbl Applied to Differential Hedges Tied to Production | 1 | | (1) |
| WCS (Hardisty) Differential Price | ± US$2.50/bbl Applied to WCS Differential Hedges Tied to Production | 13 | | (13) |
| Refined Products Commodity Price | ± US$10.00/bbl Applied to Heating Oil and Gasoline Hedges | (4) | | 4 |
| Natural Gas Commodity Price | ± US$0.50/Mcf Applied to Natural Gas Hedges Tied to Production | — | | — |
| Natural Gas Basis Price | ± US$0.50/Mcf Applied to Natural Gas Basis Hedges | — | | — |
| Power Commodity Price | ± C$10.00/MWh (2) Applied to Power Hedges | 39 | | (39) |
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(1)Excluding WCS at Hardisty.
(2)One thousand kilowatts of electricity per hour (“MWh”).
For further information on our risk management positions, see Notes 31 and 32 of the Consolidated Financial Statements.
Credit, Liquidity and Availability of Future Financing
The future development of our business may be dependent on our ability to access external capital, including, but not limited to, debt and equity financing. Among other things, unpredictable financial markets, a sustained commodity price downturn or significant unanticipated expenses, or a change in law, market fundamentals, our credit ratings, business operations or investor or lender policy or sentiment, may impede our ability to secure and maintain cost-effective financing.
Our ability to access capital and secure insurance coverage, at reasonable costs, or at all, is limited by the capacity of the applicable markets, which may be adversely affected if investors, insurers, or other relevant stakeholders adopt more restrictive decarbonization policies.
An inability to access capital on terms acceptable to us, or at all, could affect our ability to make future capital expenditures, to maintain desirable financial ratios and to meet our financial obligations as they come due, potentially resulting in a material adverse effect on our business, financial condition, results of operations, cash flows, ability to comply with various financial and operating covenants, credit ratings and reputation.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 43 |
Our ability to service our debt will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic, business, regulatory, market and other conditions, some of which are beyond our control. If our operating and financial results are not sufficient to service current or future indebtedness, we may take actions such as: reducing or suspending share repurchases; reducing or suspending dividends; reducing or delaying business activities, investments or capital expenditures; selling assets; restructuring or refinancing our debt; or seeking additional capital that could have less favourable terms.
We are required to comply with various financial and operating covenants under our credit facility and the indentures governing our debt securities. Non-compliance with these covenants may lead to restrictions on access to capital or accelerated repayment.
Credit Ratings
A downgrade in any of our credit ratings, a negative change in the Company's credit ratings outlook, or the withdrawal of a rating by a rating agency could adversely affect the cost and availability of borrowing, access to sources of liquidity and capital, and our business relationships with counterparties, operating partners and suppliers. Credit ratings are based on our financial and operational strength and several factors not entirely within our control, including, but not limited to, conditions affecting the oil and gas and refining industries generally, industry risks associated with the transition to a lower-carbon economy, government policies and the general state of the economy.
If one or more of our credit ratings falls below certain ratings thresholds, we may be obligated to post additional collateral in the form of cash, letters of credit or other financial instruments to establish or maintain business arrangements. Failure to provide adequate credit risk assurance to counterparties and suppliers may result in foregoing opportunities or having contracts terminated.
Exposure to Counterparties
In the normal course of business, we enter into contracts with suppliers, partners, lenders, customers and other counterparties. If such parties do not fulfill their contractual obligations on a timely basis or at all, we may suffer financial losses or delays to our development plans, or we may have to forego other opportunities, all of which could materially impact our business, results of operations and financial condition.
Foreign Exchange Rates
Cenovus’s revenues are predominantly based on U.S. dollar benchmark prices, and a significant portion of our long-term debt and interest expense is denominated in U.S. dollars, while many of our operating and capital costs are in Canadian dollars. A portion of our long-term sales contracts in Asia Pacific are priced in RMB. Fluctuations in foreign exchange rates, particularly the U.S./Canadian dollar and RMB/Canadian dollar, may affect our results and could have a material adverse effect on our cash flows and financial condition.
Interest Rates
Fluctuations in interest rates could negatively affect Cenovus’s financial performance. This risk arises during the refinancing of maturing long-term debt, when issuing new debt, or through changes in borrowing costs on floating-rate instruments. We are also exposed to interest rate variability on existing credit facilities used to support liquidity. Additionally, shifts in interest rates could change our net finance costs and could impact how certain liabilities are recorded. Collectively, these factors could have an impact on Cenovus’s financial results.
Dividend Payments and Purchase of Securities
The payment of dividends, whether base, variable or preferred, the continuation of our dividend reinvestment plan and any potential purchase by Cenovus of our securities is at the discretion of our Board and is dependent upon, among other things, financial performance, debt covenants, satisfying solvency tests, our ability to meet financial obligations as they come due, working capital requirements, future tax obligations, future capital requirements, commodity prices and other risks identified in the Risk Management and Risk Factors section of this MD&A. The frequency and amount of variable dividend payments, if any, may vary significantly over time as a result of our Net Debt and Excess Free Funds Flow, amount of share buybacks and other factors inherent within our capital allocation framework, including Management’s discretion to accelerate, defer or reallocate any Excess Free Funds Flow to shareholder returns between quarters. Our Net Debt and Excess Free Funds Flow may vary as a result of, among other things, our business plans, results of operations, acquisitions and dispositions, financial condition and impact of any of the risks identified in the Risk Management and Risk Factors section of this MD&A. The Company can provide no assurance that it will continue to pay base or variable dividends or authorize share buybacks at the current rate, or at all, as any share repurchases and payment of dividends is at the discretion of our Board.
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Disclosure Controls and Procedures (“DC&P”) and Internal Control Over Financial Reporting (“ICFR”)
Based on their inherent limitations, DC&P and ICFR may not prevent or detect misstatements, and even those controls determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Failure to adequately prevent, detect and correct misstatements could have a material adverse effect on our business, financial condition, results of operations, cash flows and reputation.
Management has limited the scope of the design of DC&P and ICFR for the business acquired from MEG for the current reporting period, as permitted under National Instrument 52‑109, “Certification and Disclosure in Issuers’ Annual and Interim Filings” (“NI 52-109”). Management continues to integrate the acquired operations and expects to complete its assessment and alignment of DC&P and ICFR with Cenovus’s control environment during 2026. For further details, see the Control Environment section of this MD&A.
Operational Risk
Operational Considerations (Safety, Environment and Reliability)
Our operations are subject to risks generally affecting the oil and gas and refining industries and normally incidental to: (i) the storing, transporting, processing and marketing of crude oil, refined products, natural gas, NGLs and other related products; (ii) the drilling and completion of crude oil and natural gas wells; (iii) the operation and development of crude oil and natural gas properties; (iv) the operation of refineries, terminals, pipelines and other transportation and distribution facilities, including at facilities operated by our partners or third parties; and (v) the development and operation of projects relating to our sustainability goals, including carbon capture, utilization and storage projects. These risks include, but are not limited to: the effects of government actions, laws or regulations, policies and initiatives, including as a result of new or existing administrations in the jurisdictions in which we conduct operations, development or exploration; encountering unexpected formations or pressures; premature declines of reservoir pressure or productivity; fires; flooding; geologic activity arising from fracking or carbon capture, utilization and storage projects; explosions; blowouts; loss of containment; gaseous leaks; power outages; migration of harmful substances into water systems; releases or spills, including releases or spills from offshore operations, shipping vessels or other marine transport incidents; aviation, railcar or road transportation incidents; iceberg incidents; accidents or damage caused by third parties or otherwise occurring in the operation of our business; uncontrollable flows of crude oil, natural gas or well fluids; failure to follow operating procedures or operate within established operating parameters; adverse weather conditions including, but not limited to, adverse sea conditions, extreme weather events, wildfires and natural disasters; corrosion; pollution; freeze-ups and other similar events; the breakdown or failure of equipment, pipelines, facilities, wells and projects; the breakdown or failure of operational and information technology and systems and processes, any compromise thereof or released data; regular or unforeseen maintenance; equipment underperformance; failure to maintain adequate supplies of spare parts; operator error; shortages of skilled labour; labour disputes and strikes; disputes with owners or operators of interconnected facilities and carriers; planned or unplanned operational disruptions or apportionment on third-party systems or refineries, which may prevent the full utilization of such party’s facilities and pipelines; spills at truck terminals and hubs; spills associated with the loading and unloading of potentially harmful substances; loss of product; price, quality and unavailability of feedstock, including condensate; epidemics or pandemics; protests, blockades or other acts of activism; geopolitical factors including but not limited to war, vandalism or terrorism, or other regional or international conflict or action; and catastrophic events, including, but not limited to, accidents or hazards that may occur at or during transport to or from commercial or industrial sites.
Climate change may result in an increased level of operational risk requiring increased or additional mitigation measures. Systemic climatic changes or extreme climatic conditions may increase our exposure to, and magnitude of, the impact of physical climate risks, such as floods, drought, wildfires, earthquakes, hurricanes, typhoons, storms, extreme temperatures and other extreme weather events or natural disasters. Severe weather conditions may result in an operational incident with the potential to result in spills, asset damage and production, refining disruption or safety and reliability of operations.
If any such risks materialize, they may: interrupt operations; impair our ability to achieve our sustainability goals; cause loss of life or personal injury; result in loss of or damage to equipment, property, operational and information technology and control systems and data, which may result in reduced revenue from reduced capacity or business interruption, or increased costs related to asset repair; cause environmental damage that may include polluting water, land or air; cause reputational damage; and may result in regulatory action, fines, penalties, civil suits or criminal or regulatory charges against us, any of which may have a material adverse effect on our business, financial condition, results of operations, cash flows and reputation.
We maintain a comprehensive insurance program in respect of our assets and operations. However, not all potential occurrences and disruptions in respect of our assets or operations are insured or are insurable, and we cannot guarantee that our insurance coverage will be available or sufficient to fully cover any claims that may arise from such occurrences or disruptions. The occurrence of an event that is not fully covered by our insurance program could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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Market Access Constraints and Transportation Restrictions
Our production is transported through, and our refineries are reliant on various pipelines and terminals, as well as rail, marine and truck networks, to transport feedstock and refined products to and from third-party, or Cenovus, owned and/or operated, facilities. The impacts of tariffs and responses thereto (including by governments, our trade partners and customers), which may include, without limitation, tariffs, surtaxes, countermeasures, countervailing duties, antidumping duties, special duties, export taxes on Cenovus’s products, and restrictions on imports and exports, such as export controls, sanctions or other measures, or disruptions in, or restricted availability of, pipeline, terminal, marine, rail or truck transport systems, could limit the ability to deliver production volumes and adversely affect commodity prices, sales volumes and/or the prices received for our products, projected production growth, upstream or refining operations and cash flows. These interruptions and restrictions may be caused or intensified by, among other things, the inability of the pipeline, terminal or marine, rail or truck networks to operate, or may be related to capacity constraints if supply into the system exceeds the infrastructure capacity. There can be no certainty that third-party pipeline projects for new or expanded capacity will be approved or constructed or that such projects would provide sufficient transportation capacity.
There is no certainty that rail, marine and truck transport and other alternative types of transportation for our production will be sufficient to address gaps caused by operational constraints on the pipeline system. In addition, our rail, marine and truck shipments may be impacted by service delays, changes to laws and regulations, labour issues, inclement weather, vessel, railcar or truck availability, geopolitical factors, war, terrorism, or other international or regional conflict, or other rail, marine or truck transport incidents and could adversely impact sales volumes or the price received for product, or impact our reputation or result in legal liability, loss of life or personal injury, loss of equipment or property or environmental damage. Should laws and regulations change, the costs of complying with those changes will likely be passed on to Cenovus and may adversely affect our ability to transport by rail, marine or truck or the economics associated with such transportation. Finally, planned or unplanned shutdowns, outages or closures of our refineries or third-party systems can limit our ability to receive or deliver product with negative implications on our business, financial condition, results of operations and cash flows.
Reserves Replacement
If we fail to acquire, develop or find additional crude oil and natural gas reserves, our reserves and production will decline materially from their current levels. Our business, reputation, financial condition, results of operations and cash flows are highly dependent upon successfully producing from current reserves and acquiring, discovering or developing additional reserves. Exploring for, developing or acquiring reserves is capital intensive. To the extent our cash flow is insufficient to fund capital expenditures and external sources of capital become limited or unavailable, our ability to make the necessary capital investments to maintain and expand our crude oil and natural gas reserves will be impaired. In addition, we may be unable to find and develop or acquire additional reserves to replace our crude oil and natural gas production at acceptable costs.
The production rate of oil and gas properties tends to decline as reserves are depleted, while the associated operating costs increase. Maintaining an inventory of developable projects to support future production of crude oil and natural gas depends on, among other things: obtaining and renewing rights to explore, develop and produce crude oil, refined products, natural gas, NGLs and other related products; drilling success; completing long-lead time capital intensive projects on budget and on schedule; and the application of successful exploitation techniques on mature properties.
Reserve Estimates
There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond our control. In general, estimates of economically recoverable crude oil and natural gas reserves and associated future net cash flows and revenue are based on a number of variable factors and assumptions including, but not limited to: geological and engineering estimates; product prices; future operating and capital costs; historical production from the properties and the assumed effects of regulation by governmental agencies, including royalty payments and taxes, and environmental and emissions-related laws and regulations and taxes; initial production rates; production decline rates; and the availability, proximity and capacity of oil and gas gathering systems, pipelines, rail, truck and marine transportation and processing facilities, all of which may cause actual results to vary materially from estimates.
All such estimates are uncertain, and classifications of reserves are only attempts to define the degree of uncertainty involved. The accuracy of any reserves estimate is a matter of interpretation and judgment and is a function of the quality and quantity of available data, which may have been gathered over time. For those reasons, estimates of the economically recoverable crude oil and natural gas reserves attributable to any particular group of properties, and classification of such reserves based on risk of recovery and estimates of future net revenue expected therefrom, as prepared by different engineers or by the same engineers at different times, may vary substantially. Our actual production, revenues, taxes, and development and operating expenditures with respect to our reserves may vary from current estimates and such variances may be material.
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Estimates with respect to reserves are often based on volumetric calculations and upon analogy to similar types of reserves, rather than upon actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based on production history will result in variations in the estimated reserves, which may be material. The evaluation of reserves is a continuous process which can be significantly impacted by a variety of internal and external influences, and periodic revisions are required as a result of newly acquired technical data, technology improvements or changes in performance, pricing, economic conditions, market availability or regulatory requirements.
Non-Producing or Undeveloped Reserves
A significant portion of our bitumen reserves, as well as a portion of our light and medium oil, NGLs and conventional natural gas reserves, are classified as undeveloped and will require significant expenditures to render them capable of production. These reserves may not ultimately be developed or produced, either because it may not be commercially viable to do so or for other reasons. As these reserves are non-producing and/or undeveloped, their estimation relies on geological and recovery performance analogs that assume success case outcomes that may not materialize. These reserves are expected to be developed over multiple decades, with decisions regarding the priority and timing of development depending on a range of factors, including economic conditions, government regulations such as production limits, observed reservoir performance, development plan optimization, facility capacity, pipeline constraints, the overall size of the development program and strategic considerations. As a result, developments may be delayed, advanced, or cancelled, and the associated reserves may be revised and/or reclassified or removed from the reserves base.
SAGD Bitumen Recovery Process
The SAGD bitumen recovery process is energy intensive and consumes significant amounts of natural gas in the production of steam that is used in the recovery process. The amount of steam required in the recovery process varies and therefore impacts natural gas and related emissions costs. Geological characteristics, in concert with the actual development and operating practices employed, directly influence the efficiency of steam chamber conformance and propagation. Variability in these factors can materially affect bitumen mobility, steam‑oil ratios and recovery factors, which may differ materially from estimates informed by geological and recovery performance analogs, which are inherently less reliable than actual production history. Variability of any of these development or operational considerations may reduce production, increase costs or lead to revisions to reserves estimates or development plans. A large increase in costs could cause certain projects that rely on the SAGD bitumen recovery process to become economically challenged, which could have a negative effect on our business and financial condition.
Operational issues may adversely affect the stability and performance of the SAGD bitumen recovery process. The requirement to maintain reservoir integrity, under sustained steam‑injection can impact production timing, costs and recovery performance. Operational issues and reservoir integrity related events, may result in production curtailments, increased costs, regulatory involvement or revisions to future development plans and reserve estimates.
Cost Management and Inflation
Development, operating and construction costs are affected by a number of factors including, but not limited to: development, adoption and success of new technologies, including those related to our GHG emissions reduction goals; inflationary price pressure; changes in regulatory compliance costs; scheduling delays; interruptions to existing market access infrastructure; failure to maintain quality construction and manufacturing standards; equipment limitations, including the cost or availability of oil and gas field equipment; commodity prices; higher steam-oil ratios in our Oil Sands operations; economic sanctions; restrictive trade measures or countermeasures; changing government policies (including but not limited to environmental policies), laws and regulations; supply chain disruptions, including force majeure; and access to skilled labour and critical third-party services. Such higher costs may not be fully offset through corresponding increases in commodity prices and other sources of funding. Inflation and any governmental response thereto, such as the imposition of higher interest rates or wage controls, our inability to manage costs, or our inability to secure equipment, materials, skilled labour or third-party services necessary to our business activities for the expected price, on the expected timeline, or at all, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Technology, Information Systems and Data Privacy
We rely heavily on technology, including operations technology and information technology, to effectively run our business. This includes all core technology assets and services, both on-premises and third-party systems, such as networks, computer hardware and software, telecommunications, mobile applications, cloud services and other technologies, including artificial intelligence (“AI”). The organization is introducing AI through a deliberate, strategically governed approach, beginning with pilot‑phase use cases that focus on improving productivity and enhancing decision‑support capabilities. If we cannot access, use, secure, upgrade or maintain these systems and services or if our information is lost, corrupted or disclosed, operations could be disrupted.
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In the ordinary course of business, we collect, use and store sensitive business data, including intellectual property, proprietary information and personal information. Despite security measures, our systems and services may be exposed to risks such as cyber-attacks, espionage, activism, terrorism, war or geopolitical instability, natural disasters, or human errors or malfeasance. Additional risks also include cyber fraud through attacks that bypass controls, impersonate staff or business partners to divert payments or financial assets, or use ransomware to demand payment or block systems access.
Any incident, breach, or disruption of our internal or third-party technology systems or services, including where a threat actor bypasses our cybersecurity measures or business process controls, could result in theft, loss or misuse of internal, confidential, business, financial, proprietary, personal or other sensitive data.
Cyber incidents, privacy or security breaches, or misuse of technology or data (including those involving AI), could also result in business interruption, financial loss, remediation and recovery costs, legal claims or proceedings, liability under law or regulations (including those related to AI, cybersecurity, data processing, or privacy), regulatory penalties or fines (where applicable), operational disruption, reputational damage and other material adverse effects on our business.
The regulatory landscape governing technology use is constantly evolving across all jurisdictions where we operate, covering data processing and transfers, cybersecurity and data protection, third-party risk, AI and privacy. The rapid growth of generative AI tools and embedded features increases technology and data privacy risks through potential misuse, biased or incorrect automated decision-making, or unauthorized exposure of Cenovus’s sensitive data.
Failure to comply with laws or regulatory standards, including the use or misuse of AI or inadequate protection of personal data, could result in legal action against the Company by governmental entities or others, fines and penalties (where authorized under relevant law), reputational harm, or may have a negative impact on our financial performance. Compliance with continuously evolving legislation may also increase our operating costs.
Competition
We compete with other producers, refiners and marketers in all aspects, including access to capital, the exploration and development of new and existing sources of supply, the acquisition of crude oil and natural gas interests, and the refining, distribution and marketing of oil and gas products. Resource inventory quality, operating and, or, capital costs, and market access are the primary controllable drivers of financial performance in the energy industry. Cenovus invests in technology innovation and continuous improvement in an effort to reduce costs and improve financial returns to maintain a competitive position relative to peers. The broader hydrocarbon industry also competes with alternative energy sources including renewable fuels and electricity, which compete for market share. Failure to maintain a competitive position relative to hydrocarbon industry peers and alternative energy sources could result in adverse effects to our business, financial condition, cash flows and reputation.
Project Execution
We manage a variety of growth and optimization projects across our global portfolio of assets. In addition, we have other projects in various stages of planning and development, including maintenance and turnaround projects, and projects related to our GHG emissions reduction goals. The wide range of risks associated with project development and execution, as well as the commissioning and integration of new facilities with existing assets, can impact the economic viability of our projects. These risks include, but are not limited to: our ability to obtain the necessary environmental and regulatory approvals; our ability to obtain favourable contract terms or to be granted access within land-use agreements; our ability to access, implement and use operational and information technologies and data, including improvements thereto; risks relating to schedule, contractor performance, engineering and design, transportation and installation of project components, resources and costs, including the availability and cost of materials, equipment and qualified personnel; the impact of supply chain disruptions; the impact of general economic, business and market conditions including inflationary pressures; the impact of weather conditions; risk related to the accuracy of project cost estimates; our ability to finance capital expenditures and expenses on a cost effective basis; our ability to identify or complete strategic transactions; and the effect of changing government laws and regulations, including as a result of new or existing administrations in the jurisdictions in which we conduct operations, development or exploration; and public expectations in relation to the impacts of oil and gas operations on the environment and those associated with GHG emissions abatement initiatives. The commissioning and integration of new infrastructure and facilities within our existing asset base could cause delays in achieving performance targets and objectives. Failure to manage these risks could affect our safety and environmental record and have a material adverse effect on our financial condition, results of operations, cash flows and reputation.
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Joint Ventures and Partnerships
Some of our assets are not operated or controlled by us or are held in partnership with others, including through joint ventures and we are, at times, dependent upon our partners for the successful execution and operation of various projects and assets, their management of operational issues and their reporting. In addition, certain of our projects under development, including those related to our GHG emissions reduction goals, are expected to be constructed and operated in collaboration with third parties. Therefore, our results of operations, cash flows and progress towards our GHG emissions reduction goals may be affected by the actions of third-party operators or partners in areas where our ability to control and manage risks may be reduced.
Our partners may have objectives and interests that may not align with, or may conflict with, our interests. No assurance can be provided that our future demands or expectations relating to such assets and projects will be satisfactorily met in a timely manner or at all. If a dispute with a partner or partners were to occur over the development and operation of a project, or if a partner or partners were unable to fund their contractual share of the expenditures, a project could be delayed, and we could be partially or totally liable for our partner’s or partners’ share of the project. Should one of our partners become insolvent, we may similarly be directed by applicable regulators to carry out obligations on behalf of our partner or partners and may not be able to obtain reimbursement for these costs. Failure to manage these partner risks could have a material adverse effect on our business, financial condition, results of operations, progress towards our GHG emissions reduction goals, reputation and cash flows.
Existing and Emerging Technologies
We depend on, among other things, the availability and scalability of existing and emerging technologies to meet our business goals, including our sustainability goals. Limitations related to the development, adoption and success of these technologies or limited development of disruptive technologies could have a negative impact on our long-term business resilience.
Governmental Policy
Shifts in governmental policy by new or existing administrations can impact our operations and ability to grow our business. Restrictions on fossil fuel-based energy use and cross-border economic activity can impact supply of, demand for, and pricing of our products and services, and our opportunities for continued growth.
Cenovus works with all levels of government in the jurisdictions in which we conduct business operations, development or exploration to ensure we remain competitive, risks are understood and mitigation strategies are implemented; however, we cannot predict the timelines for, and precise effects of, changes in governmental policy which may adversely affect our business, results of operations, financial condition or reputation.
Regulatory Risk
The crude oil, natural gas, NGLs and refining industries in general, and our operations in particular, are subject to regulation and intervention under various levels of legislation in the countries in which we operate, seek to explore, develop and produce crude oil, refined products, natural gas, NGLs and other related products. Regulated areas of our operations include, but are not limited to: land tenure; permitting of projects; royalties; taxes (including income taxes and tariffs); government fees; production rates; environmental protection; occupational and process safety management; protection of certain species or lands; cumulative effects and/or impacts from all types of industrial development; environmental plans, laws and regulations; the reduction of GHG and other emissions; the export and import of crude oil, refined products, natural gas, NGLs and other related products; the transportation of crude oil, refined products, natural gas, NGLs and other related products by pipeline, rail, marine or truck transport; generation, handling, storage, transportation, treatment and disposal of hazardous substances; the awarding, acquisition and maintenance of exploration, development and production rights; the imposition of specific drilling obligations; control over the development, abandonment, remediation and reclamation of fields (including restrictions on production) and/or facilities; and possible expropriation or cancellation of contract rights. See “Environmental Plans and Regulations Risks” below. Any changes to applicable regulatory regimes, including the implementation of new laws or regulations or enforcement initiatives, repeal of any existing laws or regulations, or the modification or changed interpretation of existing laws or regulations, could impact our existing and planned projects requiring increased capital investment, operating expenses or compliance costs, which could adversely impact our financial condition, results of operations, cash flows and reputation.
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Regulatory Approvals
Our operations require us to obtain approvals from various regulatory authorities and there are no guarantees that we will be able to obtain and maintain on acceptable conditions, or at all, all necessary licences, permits and other approvals required to conduct activities (including, without limitation, certain exploration, development and operating activities) related to our projects. In addition, obtaining certain approvals from regulatory authorities can involve, among other things, stakeholder consultation, Indigenous consultation (including consensus seeking, collaboration or consent), environmental impact assessments and public hearings. Regulatory approvals obtained may be subject to the satisfaction of certain conditions including, but not limited to: security deposit obligations; ongoing regulatory oversight of projects; mitigating or avoiding project impacts; environmental and habitat assessments; and other commitments or obligations. The failure to obtain applicable regulatory approvals or satisfy any conditions on a timely basis or satisfactory terms could result in increased costs, project delays and may limit Cenovus’s ability to develop or expand proposed projects efficiently or at all.
Decommissioning
We are subject to decommissioning, abandonment, remediation and reclamation (“Decommissioning”) liabilities for our operations and development and exploration activities, including those imposed by regulation under various levels of legislation in the jurisdictions in which we conduct operations, development or exploration.
We maintain estimates of our Decommissioning liabilities; however, it is possible that these costs may change materially before Decommissioning due to regulatory and legislation changes, technological changes, ecological risks, changes to Decommissioning timelines and inflation, among other variables.
We have an ongoing environmental monitoring program of owned and leased retail locations, and former owned or leased retail locations where we have retained environmental liability and perform remediation where required to comply with contractual and legal obligations. The costs of such remediation may not be determinable due to the unknown timing and extent of corrective actions that may be required.
The impact on our business of any legislative, regulatory or policy decisions relating to the Decommissioning liability regulatory regimes in the jurisdictions in which we conduct operations, development or exploration cannot be reliably or accurately estimated and may be affected by changes in governmental policy, including as a result of new or existing administrations in the jurisdictions in which we conduct operations, development or exploration. Any cost recovery or other measures taken by applicable regulatory bodies may impact Cenovus and could materially and adversely affect, among other things, our business, financial condition, results of operations and cash flows.
Royalty Regimes
Our cash flows may be directly affected by changes to royalty and mineral tax regimes. The governments of the jurisdictions where we have producing assets receive royalties on the production of hydrocarbons from lands in which they respectively own the mineral rights and which we produce under agreement with each respective government. Government regulation of royalties and mineral tax is subject to change for a number of reasons, including, among other things, political factors. In Canada, there are certain provincial mineral taxes payable on hydrocarbon production from lands other than Crown lands. The potential for changes in the royalty and mineral tax regimes applicable in the jurisdictions in which we conduct operations, development or exploration, or changes to how existing royalty and mineral tax regimes are interpreted and applied by the applicable governments, creates uncertainty relating to the ability to accurately estimate future royalty rates or mineral taxes and could have a significant impact on our business, financial condition, results of operations and cash flows. An increase in the royalty rates or mineral taxes in jurisdictions where we have producing assets would reduce our earnings and could make, in the respective jurisdiction, future capital expenditures or existing operations uneconomic and may reduce the value of our associated assets.
Indigenous Land and Rights Claims
In Canada, Aboriginal and/or treaty rights held by Indigenous peoples are protected under the Constitution. Impacts to these Aboriginal and/or treaty rights must be considered in areas where Cenovus operates. The successful assertion of Indigenous title or other Indigenous rights claims on lands where we operate could have a material adverse impact on our operations or pace of growth.
Opposition by Indigenous communities to our Company, operations, activities, development or exploration on Crown land leases, may adversely impact our reputation and our ability to execute operational or exploration plans. Other impacts may include diversion of Management’s time and resources, increased legal, regulatory and other advisory expenses, and impeding our ability to explore, develop and continue to operate projects. In addition, changes in law related to Indigenous rights and title may have a material adverse impact on our business and operations.
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Furthermore, Indigenous title or other Indigenous rights claims, as well as opposition by Indigenous communities, can affect the oil and gas and refining industries as a whole. Legal challenges or opposition to major infrastructure projects such as pipelines, railways, or export terminals may result in delays, cancellations, or increased costs. These outcomes may adversely impact our operations, pace of growth, share price and development plans, even if our Company is not directly involved in the development or operation of such projects.
Climate Change-Related Risks
There is international concern regarding climate change and a significant focus on the timing and pace of the transition to a lower-carbon economy. Governments, financial institutions, insurance companies, non-governmental organizations (“NGOs”), environmental and governance organizations, rating agencies, institutional investors, social and environmental activists, shareholders and individuals are seeking to implement, among other things, regulatory and policy changes, changes in investment patterns, and modifications in energy consumption habits and trends which, individually and collectively, are intended to, or have the effect of, accelerating the reduction in the global consumption of fossil fuel-based energy, the conversion of energy usage to less carbon-intensive forms and the general migration of energy usage away from fossil fuel-based forms of energy. A transition to a lower carbon economy could increase the demand for lower emissions and alternative energy sources. Changes in customer behaviour related to reduced energy consumption could impact Cenovus’s customers and in turn, the demand for Cenovus’s products. Transition to a lower carbon economy could also pose a risk to Cenovus if it is unable to diversify its operations on pace with such a transition.
In addition, climate change-related regulatory, climatic and transition risks can also have industry-wide effects, particularly through their influence on major infrastructure projects. Regulatory changes, market trends, or policy shifts may lead to delays, cancellations, or increased costs for projects critical to the industry. Such impacts may indirectly affect our operations, growth prospects, share price and development plans, even if our Company is not directly involved in the development or operation of such projects.
Climate change and its associated impacts may increase our exposure to, and magnitude of, each of the risks identified in the Risk Management and Risk Factors section of this MD&A. Overall, we are not able to estimate at this time the degree to which climate change-related regulatory, climatic conditions and climate-related transition risks could impact our business, financial condition and results of operations. Our business, financial condition, results of operations, cash flows, reputation, regulatory approvals, access to capital and insurance, cost of borrowing, ability to fund dividend payments and/or business plans may, in particular, without limitation, be adversely impacted as a result of climate change and its associated impacts.
Climate Change Regulations
Cenovus operates in several jurisdictions that regulate, or have proposed to regulate, GHG emissions, often with a view to transitioning to a lower-carbon economy. Some of these regulations are in effect, while others remain in various phases of discussion, review, or implementation, creating policy uncertainty. Further ambiguity exists as a result of the timing and possible impact of any contemplated or emerging regulations, including, but not limited to, how new and existing regulations may be harmonized and synchronized with already existing or contemplated requirements across jurisdictions. Furthermore, policy uncertainty exists as a result of changing government administrations, making the policy and cost impact to the business uncertain and unpredictable. Additional climate change regulations, including the implementation of regulations not currently contemplated, and changes to existing and future regulations, may adversely affect Cenovus’s business, financial condition, results of operations, regulatory approvals and cash flows, which impacts cannot be reliably or accurately estimated. Examples of such regulatory change include, but are not limited to, carbon pricing, regulation or limiting of GHG emissions, standards for carbon intensity of liquid fossil fuels, renewable fuel standards, vehicle emissions standards, sales targets for electric vehicles and regulation of electricity generation.
Changes in environmental and emissions legislation and regulations by government authorities could require changes to facility design and operations, potentially increasing the cost of construction, operation and abandonment. Other possible effects from emerging regulations may include, but are not limited to, increased compliance costs, penalties, permitting delays, a general shift away from fossil fuel-based energy, reduced future demand (and corresponding price levels) for our products, substantial costs to generate or purchase emission credits or allowances and higher prices for essential inputs (such as condensate), any of which may increase operating expenses. Further, emission allowances or offset credits may not be available for acquisition or may not be an economically viable option; required emissions reductions may not be technically or economically feasible to implement, in whole or in part; and failure to access resources or technology to meet emissions reduction requirements or other compliance mechanisms may have a material adverse effect to the business, resulting in, among other things, fines, permitting delays, penalties, shutting in production, and/or the suspension of operations.
The extent and magnitude of any adverse impacts of current or future regulations cannot be reliably or accurately estimated, in part because certain legislative and regulatory requirements have not been finalized, others are subject to change, and uncertainty exists with respect to additional measures being considered, the timeframes for compliance and that actual costs and impacts may be different than anticipated and such differences may be material.
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Labour Relations
We depend on unionized labour for the operation of certain facilities and may be subject to employee relations and labour disputes, which could disrupt operations at such facilities. As of December 31, 2025, approximately 11 percent of our employees were represented by unions under collective bargaining agreements, which includes approximately 47 percent of our U.S. and one percent of our Canadian workforce.
At unionized worksites there is risk that strikes, or work stoppages could occur, which may have a material adverse effect on our business. The Company may also incur significant costs associated with mitigation and emergency operations plans to ensure continuity of operations in the event of a strike or lockout. Future unionization efforts of Cenovus’s non-represented workforce may result in higher wage, benefits and other adverse employment consequences related to flexibility and management rights.
Lastly, we did see increased unionization activity in 2025, which resulted in the unionization of an asset in our Atlantic Region which was previously unrepresented. Changes to the workplace resulting from transactions may increase unionization drive.
2026 will be a busy negotiating period across the organization, as all current collective agreements will expire and are open for renegotiation. Renegotiations of our existing collective bargaining agreements may result in terms that are more or less favourable to us.
Any of these actions may have a material adverse effect on our business, safety, reputation, financial condition, results of operations and cash flows.
Leadership and Talent
Our success depends on strong leadership and a highly skilled, capable workforce. If we are unable to attract, develop and retain key personnel and diverse critical talent with the behaviours, leadership experience, technical and professional competencies needed to support our desired organizational and safety culture, we may face material adverse impacts to our business, safety, reputation, financial condition, results of operations and cash flows. Inadequate management of human-resources–related risks could also result in financial and/or reputational losses or risks, including those arising from actions that do not comply with applicable employment laws.
Additionally, insufficient succession planning or gaps in our talent pipeline for leadership positions could disrupt operations and slow organizational progress.
The integration of new personnel acquired in transactions may result in increased attrition rates in the workforce (including the loss of key employees), disruption of ongoing employment relationships and increased employment-related litigation.
Lastly, failure to sustain a culture that supports safety, inclusion and strong performance may undermine our strategic execution.
Security and Terrorist Threats
Security threats and terrorist activities may impact our personnel, or those of partners, customers and suppliers, which could result in injury, loss of life, extortion, hostage situations and/or kidnapping or unlawful confinement, destruction or damage to property of Cenovus or others, impact to the environment and business interruption. A security threat or terrorist attack targeted at a facility, terminal, pipeline, rail or trucking network, office or offshore vessel/installation owned or operated by Cenovus or any of our systems, services, infrastructure, market access routes, or partnerships could result in the interruption or cessation of key elements of our operations. The risk profile for security and terrorist threats may vary based on geography, international developments and geopolitical risk levels, and the outcomes of such incidents could have a material adverse effect on our business, safety, reputation, financial condition, results of operations and cash flows.
International Developments and Geopolitical Risk
We are exposed to the financial and operational risks associated with operating in the Asia Pacific region. Our business includes both operated and non-operated assets in the South China Sea and requires cooperation agreements with our partner, China National Offshore Oil Corporation or its subsidiaries (collectively, “CNOOC”). Additionally, the Asia Pacific business includes non-operated assets offshore in the Indonesia Madura Strait, held through and operated by the joint venture, HCML with delegation to CNOOC.
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Developments impacting international trade, particularly between Canada and the U.S., the U.S. and China, Canada and China, and the EU and China, including military exercises, changes in laws or enforcement of existing laws, exchange rate fluctuations, trade disputes, the renegotiation or nullification of agreements or treaties, new or increased tariffs and responses thereto (including by governments, our trade partners and customers), which may include, without limitation, retaliatory tariffs, surtaxes, countermeasures, countervailing duties, antidumping duties, export or import taxes on Cenovus’s products, and restrictions on imports and exports, such as export controls, sanctions and other measures, may negatively impact development projects, markets and cause weaker macroeconomic conditions or drive political or national sentiment, weakening demand for crude oil, refined products, natural gas, NGLs and other related products, which could materially and adversely affect, among other things, our business, financial condition, results of operations and cash flows.
We may be affected by changes to bilateral relationships, the frameworks and global norms that govern international trade and other geopolitical developments. This includes acute shocks (such as civil unrest or sanctions) and chronic stresses (such as political or business disputes, and other forms of conflict, including military conflict) that may pose longer-term threats to our business. Unilateral action by, or changes in relations between, countries in which we operate, including the U.S. and China, and such countries’ approaches to multilateralism and trade protectionism can impact our ability to access markets, technology, talent and capital. Similarly, political developments such as we are currently seeing in Venezuela may lead to short- or longer-term impacts in regional and global oil and gas markets. Disruptions or unanticipated changes of this nature may affect our ability to sell our products for optimum value or access inputs required for effective operations and have the potential to adversely affect our financial condition.
Litigation and Claims
From time-to-time, we may receive demands, or be involved in disputes, regulatory orders, investigations, proceedings, arbitrations and/or litigation (“Claims”) arising out of, or related to, our business, operations and/or contractual relationships. Due to the nature of our business and operations, we may be subject to various types of Claims including, but not limited to, failure to comply with applicable laws and regulations such as those related to health and safety, climate change, competition, public statements and marketing, the environment, breach of contract, negligence, product liability, antitrust, bribery and other forms of corruption, tax, securities class actions, derivative actions, patent infringement, privacy, employment, human rights, labour relations, personal injury and other Claims, any of which may be material.
In recent years there has been an increase in climate change-related demands, disputes and litigation in various jurisdictions including the U.S. and Canada and investigations into how climate-related goals are established and promoted. While many of the climate change-related actions are in preliminary stages of litigation, and in some cases assert novel or untested causes of action, there can be no assurance that legal, societal, scientific and political developments will not increase the likelihood of successful climate change-related litigation against energy producers, like Cenovus. We may be subject to adverse publicity associated with such matters, which may negatively affect public perception and our reputation, regardless of whether we are found responsible.
We may be required to incur substantial expenses and devote significant resources in respect of any such Claims. In addition, any such Claims could result in unfavourable judgments, orders, decisions, fines, sanctions, penalties, monetary damages, temporary or permanent suspensions of operations or restrictions on our business. The outcome of any such Claims can be difficult to assess or quantify and may have a material adverse effect on our business, safety, reputation, financial condition, results of operations and cash flows.
Environmental Plans and Regulations Risks
All phases of our operations are subject to environmental plans and regulation, oversight and enforcement pursuant to a variety of laws and regulations imposed by various levels of governments in the jurisdictions in which we conduct operations, development or exploration, including land management plans, laws and regulations. Compliance with applicable regulations may result in approval delays for projects, critical licences and permits, stricter standards and enforcement, larger fines and liabilities, the introduction of emissions limits, litigation, increased capital and operating expenses, increased compliance costs and increased costs for closure, controls/limits on land and resource access, reclamation, and ecological restoration. Third-party NGOs, citizen activist groups and Indigenous communities can also influence environmental laws and regulations in the jurisdictions in which we conduct our operations, development or exploration, including the U.S. and Canada. We anticipate that further changes in environmental laws and regulations will occur. The complexities of changes in environmental laws and regulations make it difficult to predict the potential future impact to our business.
U.S. environmental and health and safety regulations and their aggressive enforcement from regulators present challenges and risks to our U.S. operations. These risks can arise if new emissions standards, water quality standards, occupational or process safety management requirements, or regulation of emerging contaminants are finalized or the government develops new interpretations that can increase compliance costs, require capital projects, lengthen project implementation times, and have an adverse effect on our business, financial condition, results of operations and cash flows.
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Canadian Species at Risk Act
The Canadian federal Species at Risk Act (“SARA”) and associated agreements, as well as provincial regulation regarding threatened or endangered species and their habitat, may limit the pace and the amount of development or activity in areas identified as critical habitat for species of concern. The extent and magnitude of any potential adverse impacts of legislation on project development and operations are difficult to predict, as uncertainty exists as to whether jurisdictional plans and actions undertaken will be sufficiently stringent to satisfy the SARA and associated provisions. Similarly, uncertainty exists with respect to the outcome of litigation that could be initiated with respect to federal duties and obligations pursuant to the SARA.
Canadian Federal Air Quality Management System
The Multi-Sector Air Pollutants Regulations (“MSAPR”), under the Canadian Environmental Protection Act, 1999, set mandatory national air pollutant emission standards to protect the environment and health of Canadians. It established nitrogen oxides emission limits for specific equipment, including stationary engines, boilers and heaters, across several industrial sectors. We anticipate that the MSAPRs will result in adverse impacts to Cenovus, including, but not limited to, capital investment required to retrofit existing equipment and increased operating costs.
Canadian Ambient Air Quality Standards (“CAAQS”) for nitrogen dioxide, sulphur dioxide, fine particulate matter and ozone were introduced as part of a national Air Quality Management System. Provinces may implement the CAAQS at the regional air zone level and air zone management actions may include more stringent emissions standards applicable to industrial sources from approval holders in regions where we operate that may result in adverse impacts including, but not limited to, capital investment to retrofit existing facilities and increased operating costs.
Review of Environmental and Regulatory Processes
Increased or evolving environmental assessment obligations imposed by various levels of governments in the jurisdictions in which we conduct operations, development or exploration may create risk of increased costs, project development delays and an increased number of conditions. The regulatory frameworks within the jurisdictions where we conduct operations, development or exploration are constantly evolving and may become more onerous or costly, which may impede our ability to economically develop our resources. The extent and magnitude of any adverse impacts of changes to such regulatory frameworks on project development and operations cannot be estimated at this time.
Water Regulation
We utilize fresh water in certain operations, which is obtained in accordance with respective jurisdictions’ regulations, including through water licences. If water fees increase, the terms of water licences change or there are restrictions in the amount of water available for our use, production could decline or operating expenses could increase, both of which may have a material adverse effect on our business and financial condition. There can be no assurance that current or future water licences will be continued or approved. This may adversely affect our business, including the ability to operate our assets and execute development plans.
Our U.S. refineries are subject to water discharge requirements that necessitate treatment of wastewater prior to discharging. Non-compliance with these requirements can lead to enforcement actions by regulators, including issuance of fines, orders to upgrade treatment plants and suspension of operations. Federal and state regulators in the U.S. are currently addressing per- and polyfluoroalkyl substances (“PFAS”) in water discharge permits by requiring installation of additional wastewater treatment units and requiring monitoring of PFAS in discharges.
Hydraulic Fracturing
Legislative and regulatory initiatives have been introduced related to stakeholder claims that hydraulic fracturing techniques are harmful to surface water and drinking water sources and are increasing the frequency of seismic activity. New laws, regulations or permitting requirements regarding hydraulic fracturing may lead to limitations or restrictions to oil and gas development activities, operational delays, increased compliance costs, restrictions to freshwater usage, additional operating requirements or increased third-party or governmental claims, resulting in increased cost of doing business, as well as impacting the amount of natural gas and oil that we are ultimately able to produce from our reserves.
Sustainability Focus Areas and Goals
We have established meaningful goals in our sustainability focus areas and continue to allocate resources and progress tangible plans to meet these ambitions. To achieve these goals and to respond to changing market demand, we may incur additional costs and invest in innovation. It is possible that the benefits of these investments may be less than we expect, which may have an adverse effect on our business, financial condition and reputation.
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Generally, our sustainability goals depend on our ability to execute our current business strategy, which can be impacted by the numerous risks and uncertainties associated with our business and the industry in which we operate, as outlined in the Risk Management and Risk Factors section of this MD&A. Investors and stakeholders may compare companies based on sustainability-related performance, including climate-related performance. Failure to achieve our sustainability goals, or a perception among key stakeholders that our sustainability goals are insufficient or unattainable, could adversely affect our reputation and our ability to attract capital and insurance coverage, and could result in claims that we misrepresented our goals or our ability to achieve them.
There is also a risk that some or all of the expected benefits and opportunities of achieving the various sustainability goals may fail to materialize, may cost more to achieve than we expect or may not occur within the anticipated time periods or at all. In addition, there is a risk that the actions we take in implementing ambitions relating to our sustainability focus areas may, among other things, increase our capital expenditures and thereby impair our ability to invest in other aspects of our business, which could have a negative impact on our future operating and financial results.
Climate and GHG Emissions Reduction Goals
Our ability to meet our GHG emissions reduction goals is subject to numerous risks and uncertainties and our actions taken in implementing such goals may also expose us to certain additional and/or heightened litigation, financial and operational risks. A reduction in GHG emissions relies on, among other things, our ability to develop, access and implement commercially viable and scalable emissions reduction strategies, and related technology and products. If we are unable to implement these strategies and technologies as planned without negatively impacting our expected operations or cost structure, or such strategies or technologies do not perform as expected, we may be unable to meet our GHG emissions reduction goals on the planned timeline, or at all. In those circumstances, this could result in claims that we misrepresented our goals or our ability to achieve them.
Furthermore, longer-term goals are inherently less certain due to the longer timeframe and certain factors outside of our control, including the commercial application of future technologies that may be necessary for us to achieve such goals, and the cooperation and actions of third parties, including Pathways Alliance. The Pathways Alliance’s proposed carbon capture and storage project is of particular relevance, and if this project is delayed or does not proceed, Cenovus’s ability to achieve its GHG reduction goals and ambitions will be delayed and may not be achieved.
In addition, achieving our GHG emissions reduction goals relies on the existence of a favourable and stable regulatory framework that includes, among other things, support from various levels of government, including financial support and shared capital cost commitments, which may not develop in a manner consistent with our expectations, or at all. Achieving our GHG emissions reduction goals will also require capital expenditures and Company resources, with the potential that actual costs may differ from our original estimates and the differences may be material. Furthermore, the cost of investing in emissions-reduction technologies, and the resulting change in the deployment of resources and focus, could have a negative impact on our business, financial condition, results of operations and cash flows.
Water Stewardship Goals
Our ability to meet our water stewardship goals will depend on the commercial viability and scalability of relevant water reduction strategies, and related steam and water usage technology and products. There are risks associated with relying largely or partly on new technologies, the incorporation of such technologies into new or existing operations and acceptance of new technologies in the market. In the event we are unable to effectively deploy the necessary strategies and technologies as planned, without negatively impacting our expected operations or cost structure, or such strategies or technologies do not perform as expected, progress toward our goals could be interrupted, delayed or abandoned. In those circumstances, this could result in claims that we misrepresented our goals or our ability to achieve them.
Biodiversity Goals
Our ability to meet our biodiversity ambitions is subject to various operational, environmental and regulatory risks, which could impose significant costs, restrictions, liabilities and obligations on us. See “Decommissioning” above. In addition, an increase in operating costs, changes to market conditions and access to additional capital, if needed, could result in our inability to fund, and meet, our biodiversity goals on the current timelines, or at all. In some cases, meeting our biodiversity ambitions has operational implications for reduced operational footprint and accelerated abandonment, reclamation and restoration. In the event that we do not meet our goals, this could result in claims that we misrepresented our goals or our ability to achieve them.
Indigenous Reconciliation Goals
A failure or delay in achieving our Indigenous reconciliation ambitions or continuing to advance Indigenous reconciliation initiatives may adversely affect our relationship with neighbouring Indigenous businesses and communities, and our reputation.
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Acceptance and Belonging Goals
The acceptance and belonging of our staff plays a critical role in strengthening our business performance and culture. A failure or delay in achieving our acceptance and belonging ambitions could have a material adverse effect on our recruitment activities, retention efforts and reputation with our stakeholders.
Reputation Risk
We rely on our reputation to build and maintain positive relationships with investors and other stakeholders, to recruit and retain staff and to be viewed as a credible, trusted company. All of our actions can influence public or key stakeholder opinions and decisions, which may adversely affect our share price, development plans or ability to continue operations.
Development of fossil fuel-based energy, and oil sands in particular, has received considerable attention on the subjects of environmental impact, climate change, GHG emissions and Indigenous reconciliation. Concerns about oil sands may, directly or indirectly, impair the profitability of our current oil sands projects and the viability of future oil sands projects by creating significant regulatory, economic and operating uncertainty, and could lead to constrained access to insurance, liquidity and capital, and affect demand for our products.
Shareholder activism has been increasing in the oil and gas industry, and investors may from time-to-time attempt to effect changes to our business, governance or reporting practices with respect to climate change or otherwise, whether by shareholder proposals, public campaigns, proxy solicitations or otherwise. Such actions, successful or not, could adversely impact our business by distracting from core business operations, incurring increased advisory fees and related costs, interfering with our ability to successfully execute on strategic transactions and plans, affecting our ability to attract and retain staff, creating significant fluctuation in our share price, and provoking perceived uncertainty about the future direction of our business.
Internet search functions are increasingly using AI to summarize search results, often sourcing information from sites containing misinformation or inaccuracies. Investors and other stakeholders seeking information about Cenovus may be directed to falsehoods or incomplete information about the company, potentially impacting perceptions and decisions about our business or operations and incurring staff time to mitigate.
Other Risks
Dilutive Effect
We are authorized to issue, among other classes of shares, an unlimited number of common shares for consideration and on terms and conditions as established by our Board, without the approval of our shareholders in certain instances. Any future issuances of Cenovus common shares or other securities exercisable or convertible into, or exchangeable for, Cenovus common shares may result in dilution to present and prospective Cenovus shareholders. The issuance of additional Cenovus common shares upon exercise, from time-to-time, of securities convertible into Cenovus common shares, including equity awards granted to our directors and officers, will have a further dilutive effect on the ownership interest of shareholders of Cenovus. Such dilutive effect on Cenovus's earnings per share could adversely affect the market price of Cenovus common shares and the value of our shareholders' investments.
Risks Relating to Acquisitions and Divestitures
We have completed, and may complete in the future, acquisitions and divestitures for various strategic reasons. We may not be able to complete such transactions on favourable terms, on a timely basis, or at all. The integration of acquired assets and operations may result in the disruption of business and may divert Management’s focus and resources from other strategic opportunities and operational matters during the process. This may result in increased costs and could adversely affect our ability to achieve the anticipated benefits of such transactions, as well as other strategic opportunities or operational matters. Acquiring assets requires assessments of their characteristics which are inexact and inherently uncertain and, as such, the acquired assets may not produce or operate as expected, may not have the anticipated benefits or synergies and may be subject to increased costs and liabilities. Further, we may not be able to obtain or realize upon contractual indemnities from a seller for liabilities created prior to an acquisition.
Various factors could materially affect our ability to dispose of assets in the future and may also reduce the proceeds or value realized from such divestitures. We may also retain certain liabilities or agree to indemnification obligations in a sale transaction, which may be difficult to quantify at the time of the transaction and could be material.
Should any of the risks associated with acquisitions or divestitures materialize, they could have an adverse effect on our business, financial condition or reputation.
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Risks Related to Significant Shareholders of Cenovus
The sale into the market of Cenovus common shares held by significant shareholders of Cenovus, Hutchison Whampoa Europe Investments S.à r.l. (“Hutchison”) and L.F. Investments S.à r.l. (“L.F. Investments”, together with Hutchison, the “Significant Shareholders”) or market perception regarding any intention of the Significant Shareholders to sell Cenovus common shares, could adversely affect market prices for our common shares. In addition, the Significant Shareholders may be able to impact certain matters requiring Cenovus shareholder approval. While the Significant Shareholders were subject to certain voting and selling restrictions pursuant to standstill agreements each shareholder entered into with Cenovus, such agreements expired on January 1, 2026.
Income and Property Tax Laws
Our operations are subject to complex and continually evolving tax laws and regulations in multiple jurisdictions. Evolving jurisprudence and changes in legislation, regulations or governmental policy could adversely affect our financial results and ability to achieve strategic objectives. Tax authorities may challenge our filings, and audits or disputes could result in additional liabilities.
Pandemic Risk
Pandemics, epidemics or outbreaks constitute ongoing risks to the Company, with their ultimate impacts remaining uncertain and subject to change. Such events, along with any measures implemented by Cenovus or governmental authorities to protect the health and safety of personnel and ensure business continuity, may give rise to legal disputes, diminished demand and pricing for key commodities, and could adversely affect the Company’s business performance, financial condition and reputation.
Fighting Against Forced Labour and Child Labour in Supply Chains Act
The Fighting Against Forced Labour and Child Labour in Supply Chains Act requires Cenovus to publish an annual report on steps taken to assess and mitigate the risk of forced or child labour in its business and supply chains. Canadian customs regulations also prohibit importing goods produced with forced, child and prison labour, as well as the possession, purchase, sale, exchange, acquisition or disposition of these goods after they have been imported. Heightened regulatory scrutiny and evolving legislation, and our response to these changes, may disrupt our supply chains, affecting availability or cost of goods and materials, procurement processes, productivity, operating costs and financial condition. There is a risk that our supply chain may use or be alleged to use forced or child labour and gathering sufficient information from suppliers to assess and mitigate such risks may be challenging. Our due diligence and mitigation activities might not identify or mitigate all risks, exposing Cenovus to reputational harm. The Government of Canada may expand these requirements, but the timing and impact of any such expansion remains uncertain.
A discussion of additional risks, should they arise after the date of this MD&A, which may impact our business, prospects, financial condition, results of operations and cash flows, and in some cases our reputation, can be found in our subsequently filed MD&A, available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and at cenovus.com.
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CRITICAL ACCOUNTING JUDGMENTS, ESTIMATION UNCERTAINTIES AND ACCOUNTING POLICIES |
Management is required to make estimates and assumptions, as well as use judgment, in the application of accounting policies that could have a significant impact on our financial results. Actual results may differ from estimates and those differences may be material. The estimates and assumptions used are subject to updates based on experience and the application of new information. Our material accounting policies are reviewed annually by the Audit Committee of the Board. Further details on the basis of preparation and our material accounting policies can be found in the notes to the Consolidated Financial Statements.
Critical Judgments in Applying Accounting Policies
Critical judgments are those judgments made by Management in the process of applying accounting policies that have the most significant effect on the amounts recorded in the Company’s Consolidated Financial Statements.
Identification of Cash-Generating Units
Cash-generating units (“CGUs”) are defined as the lowest level of integrated assets for which there are separately identifiable cash flows that are largely independent of cash flows from other assets or groups of assets. The classification of assets and allocation of corporate assets into CGUs requires significant judgment and interpretation. Factors considered in the classification include the integration between assets, shared infrastructures, the existence of common sales points, geography, geologic structure, and the manner in which Management monitors and makes decisions about its operations. The recoverability of the Company’s upstream, refining, crude-by-rail, railcars, storage tanks and corporate assets are assessed at the CGU level. As such, the determination of a CGU could have a significant impact on impairment losses and impairment reversals.
Assessment of Impairment Indicators or Impairment Reversals
PP&E, E&E assets and right-of-use assets are reviewed separately for indicators of impairment on a quarterly basis or when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Impairment losses recognized in prior periods, other than goodwill impairments, are assessed at each reporting date for any indicators that the impairment losses may no longer exist or may have decreased. The identification of indicators of impairment or reversal of impairment requires significant judgment.
Exploration and Evaluation Assets
The application of the Company’s accounting policy for E&E expenditures requires judgment in determining whether it is likely that future economic benefit exists when activities have not reached a stage where technical feasibility and commercial viability can be reasonably determined. Factors such as drilling results, future capital programs, future operating expenses, as well as estimated reserves and resources are considered. In addition, Management uses judgment to determine when E&E assets are reclassified to PP&E. In making this determination, various factors are considered, including the existence of reserves, and whether the appropriate approvals have been received from regulatory bodies and the Company’s internal approval process.
Joint Arrangements
The classification of a joint arrangement that is held in a separate vehicle as either a joint operation or a joint venture requires judgment.
On September 30, 2025, Cenovus divested its entire 50 percent interest in WRB, which was a jointly-controlled entity. The joint arrangement met the definition of a joint operation under IFRS 11, “Joint Arrangements” (“IFRS 11”); therefore, the Company recognized its share of the assets, liabilities, revenues and expenses in its consolidated results up to the date of divestiture.
In determining the classification of its joint arrangement under IFRS 11, the Company considered the following:
•The original intention of the joint arrangement was to form an integrated North American heavy oil business. Partnerships are “flow-through” entities.
•The agreements required the partners to make contributions if funds were insufficient to meet the obligations or liabilities of the corporation and partnership. The past and future development of WRB was dependent on funding from the partners by way of capital contribution commitments, notes payable and loans.
•WRB had third-party debt facilities to cover short-term working capital requirements.
•Phillips 66, as operator of WRB, either directly or through wholly-owned subsidiaries, provided marketing services, purchased necessary feedstock, and arranged for transportation and storage, on the partners' behalf as the agreements prohibited the partners from undertaking these roles themselves. In addition, the joint arrangement did not have employees and, as such, was not capable of performing these roles.
•In the arrangement, output was taken by the partners, indicating that the partners had the rights to the economic benefits of the assets and the obligation for funding the liabilities of the arrangement.
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Key Sources of Estimation Uncertainty
Critical accounting estimates are those estimates that require Management to make particularly subjective or complex judgments about matters that are inherently uncertain. Estimates and underlying assumptions are reviewed on an ongoing basis, and any revisions to accounting estimates are recorded in the period in which the estimates are revised.
The evolving worldwide demand for energy and global advancement of alternative sources of energy that are not sourced from fossil fuels could change assumptions used to determine the recoverable amount of the Company’s PP&E and E&E assets and could affect the carrying value of those assets, may affect future development or viability of exploration prospects, may curtail the expected useful lives of oil and gas assets thereby accelerating depreciation charges and may accelerate decommissioning obligations increasing the present value of the associated provisions. The timing in which global energy markets transition from carbon-based sources to alternative energy is highly uncertain. Environmental considerations are built into estimates through the use of key assumptions used to estimate fair value including forward commodity prices, forward crack spreads, net of renewable identification numbers. and discount rates. The energy transition could impact the future prices of commodities. Pricing assumptions used in the determination of recoverable amounts incorporate market expectations and the evolving worldwide demand for energy.
The following are the key estimates, assumptions and judgments at the end of the reporting period that, if changed, could result in a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Crude Oil and Natural Gas Reserves
There are a number of inherent uncertainties associated with estimating crude oil and natural gas reserves. Reserves estimates are dependent upon variables including the expected future production volumes, future development and operating expenses, forward commodity prices, estimated royalty payments and taxes. Changes in these variables could significantly impact the reserves estimates which would affect the impairment test recoverable amount and DD&A expense of the Company’s crude oil and natural gas assets in the Oil Sands, Conventional and Offshore segments. The Company’s reserves are evaluated annually and reported to the Company by its independent qualified reserves evaluators (“IQREs”).
Recoverable Amounts
Determining the recoverable amount of a CGU or an individual asset requires the use of estimates and assumptions, which are subject to change as new information becomes available. For the Company’s upstream assets, these estimates include quantity of reserves, expected future production volumes, future development and operating expenses, forward commodity prices and discount rates. Recoverable amounts for the Company’s downstream assets use assumptions such as refined product production, forward crude oil prices, forward crack spreads, net of RINs, future operating expenses, future capital expenditures and discount rates. Changes in assumptions used in determining the recoverable amount could affect the carrying value of the related assets.
Decommissioning Costs
Provisions are recorded for the future decommissioning and restoration of the Company’s upstream assets, refining assets and crude-by-rail terminal at the end of their economic lives. Management uses judgment to assess the existence of liabilities and estimate the future value. The actual cost of decommissioning and restoration is uncertain and cost estimates may change in response to numerous factors including changes in legal requirements, technological advances, inflation and the timing of expected decommissioning and restoration. In addition, Management determines the appropriate discount rate at the end of each reporting period. This discount rate, which is credit-adjusted, is used to determine the present value of the estimated future cash outflows required to settle the obligation and may change in response to numerous market factors.
Fair Value of Assets Acquired and Liabilities Assumed in a Business Combination
The fair value of assets acquired, liabilities assumed and assets given up in a business combination, including contingent consideration and goodwill, if any, is estimated based on information available at the date of acquisition. Various valuation techniques are applied for measuring fair value including market comparable transactions and discounted cash flows. For the Company’s upstream assets, key assumptions in the discounted cash flow models used to estimate fair value include forward commodity prices, expected future production volumes, quantity of reserves, discount rates, and future development and operating expenses. Estimated production volumes and quantity of reserves for acquired oil and gas properties were developed by internal geology and engineering professionals, and IQREs. Changes in these variables could significantly impact the carrying value of the net assets acquired.
Income Tax Provisions
The determination of the Company’s income and other tax liabilities requires interpretation of complex laws and regulations often involving multiple jurisdictions. There are usually a number of tax matters under review; therefore, income taxes are subject to measurement uncertainty.
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Deferred income tax assets are recorded to the extent that it is probable that the deductible temporary differences will be recoverable in future periods. The recoverability assessment involves a significant amount of estimation including an evaluation of when the temporary differences will reverse, an analysis of the amount of future taxable earnings, the availability of cash flow to offset the tax assets when the reversal occurs and the application of tax laws. There are some transactions for which the ultimate tax determination is uncertain. To the extent that assumptions used in the recoverability assessment change, there may be a significant impact on the Consolidated Financial Statements of future periods.
New Accounting Standards and Interpretations not yet Adopted
Financial Instruments
On May 30, 2024, the IASB issued amendments to IFRS 9, “Financial Instruments”, and IFRS 7, “Financial Instruments: Disclosures”. The amendments include clarifications on the derecognition of financial liabilities and the classification of certain financial assets. In addition, new disclosure requirements for equity instruments designated as fair value through other comprehensive income (loss) were added. The amendments are effective for annual periods beginning on or after January 1, 2026, and will be applied retrospectively. The amendments to IFRS 9 and IFRS 7 will not have a material impact on the Consolidated Financial Statements.
Presentation and Disclosure in Financial Statements
On April 9, 2024, the IASB issued IFRS 18, “Presentation and Disclosure in Financial Statements” (“IFRS 18”), which will replace International Accounting Standard 1, “Presentation of Financial Statements”. IFRS 18 will establish a revised structure for the Consolidated Statements of Comprehensive Income (Loss) and improve comparability across entities and reporting periods.
IFRS 18 is effective for annual periods beginning on or after January 1, 2027. The standard is to be applied retrospectively, with certain transition provisions. The Company is continuing to evaluate the impacts of adopting IFRS 18 on the Consolidated Financial Statements. Cenovus will adopt IFRS 18 effective January 1, 2027, using the retrospective approach.
Management, including our President & Chief Executive Officer and Executive Vice-President & Chief Financial Officer, assessed the design and effectiveness of ICFR and DC&P as at December 31, 2025. In making its assessment, Management used the Committee of Sponsoring Organizations of the Treadway Commission Framework in Internal Control – Integrated Framework (2013) to evaluate the design and effectiveness of ICFR. Based on our evaluation, Management has concluded that both ICFR and DC&P were effective as at December 31, 2025.
On November 13, 2025, Cenovus completed the MEG Acquisition. As permitted by and in accordance with, NI 52-109, and guidance issued by the U.S. Securities and Exchange Commission, Management has limited the scope and design of ICFR and DC&P to exclude the controls, policies and procedures in respect of the business acquired from MEG. Such scope limitation is primarily due to the time required for Management to assess the ICFR and DC&P relating to the business acquired from MEG in a manner consistent with our other operations. Further integration will take place throughout the remainder of 2026 as processes and systems align.
Assets attributable to MEG as at December 31, 2025, represented approximately 18 percent of Cenovus’s total assets, and revenues attributable to MEG for the period of November 13, 2025, to December 31, 2025, represented approximately one percent of Cenovus’s total revenues for the three months ended December 31, 2025.
Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 60 |
Oil and Gas Information
Barrels of Oil Equivalent – natural gas volumes are converted to BOE on the basis of six Mcf to one bbl. BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.
Interests in Joint Ventures
Cenovus holds interests in a number of joint ventures, as classified under IFRS Accounting Standards, that are accounted for using the equity method of accounting in our Consolidated Financial Statements, including a 30 percent equity ownership interest in Duvernay and a 40 percent equity ownership interest in HCML. Unless otherwise indicated, the operational events and results from these equity interests including, without limitation, production, reserves, revenues, costs and expenses may not be reflected in the Consolidated Financial Statements or this MD&A. As a result, the disclosure in the AIF in respect to certain equity method investees may differ from corresponding information in this MD&A. Readers are directed to the information contained under the heading “Reserves Data and Other Oil and Gas Information” in the AIF for further information regarding Cenovus’s interests in Duvernay and HCML.
Forward-looking Information
This document contains forward-looking statements and other information (collectively “forward-looking information”) about the Company’s current expectations, estimates and projections, made in light of the Company’s experience and perception of historical trends. Although the Company believes that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct.
This forward-looking information is identified by words such as “advance”, “aim”, “allocate”, “anticipate”, “believe”, “commit”, “continue”, “could”, “deliver”, “expect”, “F”, “focus”, “grow”, “maintain”, “may”, “maximize”, “mitigate”, “on track”, “objective”, “ongoing”, “opportunities”, “optimize”, “plan”, “position”, “potential”, “priority”, “progress”, “strategy”, “steward”, “strive”, “target”, and “will”, or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: our five strategic objectives; shareholder value and returns; top-tier safety performance; safety priorities; sustainability leadership and progressing sustainability initiatives; focus on cost leadership and balancing shareholder returns with deleveraging; our commitment to the Pathways Alliance foundational project, including efforts to reach agreements with governments; maximizing value and profitability; disciplined capital allocation; cash flow and commodity price volatility and stability; price alignment and volatility management strategies; dividends; focus on cost and sustainability improvements; liquidity; our 2026 corporate guidance; factors influencing commodity outlook; the Company’s key priorities for 2026; the impact of the global trade war; realizing the full value of our integrated strategy; capitalizing on opportunities; Net Debt targets pursuant to the shareholder returns framework; allocating Excess Free Funds Flow to shareholder returns; absolute and per share Free Funds Flow growth; project execution; growing our competitive advantages in our heavy oil value chain and reliable operations; monitoring market fundamentals and optimizing run rates at our refineries; safe and reliable operations; being best-in-class operators; maintaining a strong balance sheet; costs; margins; long-term value for Cenovus; progressing hookup and commissioning of the platform at the West White Rose project; progressing growth projects, including the Amine Claus project at Foster Creek, the Christina Lake North expansion project, the Sunrise growth program and the development of our Lloydminster assets; our sustainability focus areas, goals, plans and commitments; provision for income taxes; funding near-term cash requirements; credit ratings; meeting payment obligations; general outlook for crude oil and refined product prices; price volatility and geopolitical risks; impact of current and future economic arrangements between Canada and the U.S. including tariffs and other measures and countermeasures and responses thereto on market access and transportation; the use of derivatives, financial instruments and physical positions as financial risk management activities; trading activities, including trading of energy products, for purposes other than hedging Net Debt to Adjusted Funds Flow ratio; the Company’s capital allocation framework; Net Debt to Adjusted EBITDA ratio; Net Debt to Capitalization ratio; introduction of artificial intelligence pilot-phase; maintaining sufficient liquidity; financial resilience; liabilities from legal proceedings; transportation and storage commitments; and the Company’s outlook for commodities and the Canadian dollar, the factors that affect such outlook, and the influences and effects on Cenovus.
Readers are cautioned not to place undue reliance on forward-looking information as the Company’s actual results may differ materially from those expressed or implied. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to the Company and others that apply to the industry generally. The factors or assumptions on which the forward-looking information is based include, but are not limited to: forecast bitumen, crude oil and natural gas, NGLs, condensate and refined products prices, and light-heavy and light-medium crude oil price differentials; the Company’s ability to realize the anticipated benefits of acquisitions; the accuracy of any assessments undertaken in connection with acquisitions; forecast production and crude throughput volumes and timing
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 61 |
thereof; forecast prices and costs, projected capital investment levels, the flexibility of capital spending plans and associated sources of funding; the absence of significant adverse changes to government policies, legislation and regulations (including related to climate change Indigenous relations, title or rights claims, royalty regimes, interest rates, inflation, foreign exchange rates, global economic activity, competitive conditions, trade sanctions, restrictive trade measures or countermeasures, and the supply and demand for bitumen, crude oil and natural gas, NGLs, condensate and refined products and the political, economic and social stability of jurisdictions in which the Company operates; the absence of significant disruption of operations, including as a result of harsh weather, natural disaster, accident, third-party actions, civil unrest or other similar events; the prevailing climatic conditions in the Company’s operating locations; achievement of further cost reductions and sustainability thereof; applicable royalty regimes, including expected royalty rates; future improvements in availability of product transportation capacity; increase to the Company’s share price and market capitalization over the long-term; opportunities to purchase shares for cancellation at prices acceptable to the Company; the Company’s ability to use financial risk management activities and physical positions to manage its exposure to fluctuations in commodity prices and, foreign exchange and interest rates, optimize supply costs or sales of production; the Company’s ability to use fixed-price commitments for the purchase or sale of commodities; the sufficiency of cash balances, internally generated cash flows, existing credit facilities, management of the Company’s asset portfolio and access to capital and insurance coverage to pursue and fund future investments and development plans and dividends, including any increase thereto; realization of expected capacity to store within the Company’s oil sands reservoirs barrels not yet produced, including that the Company will be able to time production and sales of its inventory at later dates when demand has increased, pipeline and/or storage capacity has improved and future crude oil differentials have narrowed; the WTI-WCS differential in Alberta remains largely tied to global supply factors and heavy crude oil processing capacity, as long as supply does not exceed Canadian crude oil export capacity; the Company’s ability to produce from oil sands facilities on an unconstrained basis; estimates of quantities of oil, bitumen, NGLs from properties and other sources not currently classified as proved; the accuracy of accounting estimates and judgments; the Company’s ability to obtain necessary regulatory and partner approvals; the successful, timely and cost effective implementation of capital projects, development projects or stages thereof; the Company’s ability to meet current and future obligations; estimated abandonment and reclamation costs, including associated levies and regulations applicable thereto; the Company’s ability to obtain and retain qualified staff and equipment in a timely and cost-efficient manner; the Company’s ability to complete acquisitions and divestitures, including with desired transaction metrics and within expected timelines; the accuracy of climate scenarios and assumptions, including third-party data on which the Company relies; ability to access and implement all technology and equipment necessary to achieve expected future results, including in respect of sustainability targets and the Pathways Alliance project, and the commercial viability and scalability of related technology and products; expected benefits of investments in sustainability focus areas; collaboration with the government, Pathways Alliance and other industry organizations; market and business conditions; forecast inflation and other assumptions inherent in the Company’s 2026 guidance available on cenovus.com and as set out below; and other risks and uncertainties described from time to time in the filings the Company makes with securities regulatory authorities.
2026 guidance dated December 10, 2025, and available on cenovus.com, assumes: Brent prices of US$64.00 per barrel, WTI prices of US$60.00 per barrel; WCS of US$47.50 per barrel; Differential WTI-WCS of US$12.50 per barrel; AECO natural gas prices of $2.50 per Mcf; Chicago 3-2-1 crack spread of US$20.00 per barrel; RINs of US$6.00 per barrel; and an exchange rate of $0.72 US$/C$.
The risk factors and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking information, include, but are not limited to: the Company’s ability to realize the anticipated benefits of acquisitions in a timely manner or at all; the Company’s ability to successfully integrate acquired business with its own in a timely and cost effective manner or at all; unforeseen or underestimated liabilities associated with acquisitions; risks associated with acquisitions and divestitures; the Company’s ability to access or implement some or all of the technology necessary to efficiently and effectively operate its assets and achieve expected future results including in respect of sustainability targets and the Pathways Alliance project and the commercial viability and scalability of related technology and products; the effect of new significant shareholders; volatility of and other assumptions regarding commodity prices; the duration and impact of any market downturn; the Company’s ability to integrate upstream and downstream operations to help mitigate the impact of volatility in light-heavy crude oil differentials and contribute to its net earnings; foreign exchange risk, including related to agreements denominated in foreign currencies; the Company’s continued liquidity being sufficient to sustain operations through a prolonged market downturn; WTI-WCS differential at Hardisty does not remain largely tied to global supply factors and heavy crude processing capacity; the Company’s ability to realize the expected impacts of its capacity to store within its oil sands reservoirs barrels not yet produced, including possible inability to time production and sales at later dates when pipeline and/or storage capacity and crude oil differentials have improved; the effectiveness of the Company’s risk management program; the accuracy of the Company’s outlook for commodity prices and currency and interest rates; changes in laws or enforcement of existing laws, exchange rate fluctuations, trade disputes, trade agreements or treaties, new or increased tariffs, economic sanctions and other restrictive trade measures or countermeasures, and responses thereto; product supply and demand; the accuracy of the Company’s share price and market capitalization assumptions; market competition, including from alternative energy sources; risks inherent in the Company’s marketing operations, including credit risks, exposure to counterparties and partners, including the ability and willingness of such parties to satisfy contractual obligations in a timely manner; risks inherent
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 62 |
in the operation of the Company’s crude-by-rail terminal, including health, safety and environmental risks; the Company’s ability to maintain desirable ratios of Net Debt to Adjusted EBITDA and Net Debt to Adjusted Funds Flow; the Company’s ability to access various sources of debt and equity capital, generally, and on acceptable terms; the Company’s ability to finance growth and sustaining capital expenditures; the ability to complete and optimize drilling, completion, tie in and infrastructure projects; the ability of the Company to ramp-up activities at its refineries on its anticipated timelines; changes in credit ratings applicable to the Company or any of its securities; changes to the Company’s dividend plans; the Company’s ability to utilize tax losses in the future; tax audits and reassessments; the accuracy of the Company’s reserves, future production and future net revenue estimates; the accuracy of factors influencing decisions on the priority and timing of development of undeveloped reserves; potential disruptions and risks associated with the adoption, development and integration of AI; the accuracy of the Company’s accounting estimates and judgements; the Company’s ability to replace and expand crude oil and natural gas reserves; the costs to acquire exploration rights, undertake geological studies, appraisal drilling and project developments; potential requirements under applicable accounting standards for impairment or reversal of estimated recoverable amounts of some or all of the Company’s assets or goodwill from time to time; the Company’s ability to maintain its relationships with its partners and to successfully manage and operate its integrated operations and business; reliability of the Company’s assets including in order to meet production targets; potential disruption or unexpected technical difficulties in developing new products and refining processes; the occurrence of unexpected events resulting in operational interruptions, including at facilities operated by our partners or third parties, such as blowouts, fires, explosions, railcar incidents or derailments, aviation incidents, iceberg collisions, gaseous leaks, migration of harmful substances, loss of containment, releases or spills, including releases or spills from offshore facilities and shipping vessels at terminals or hubs and as a result of pipeline or other leaks, corrosion, epidemics and pandemics; and catastrophic events, including, but not limited to, war, adverse sea conditions, extreme weather events, natural disasters, acts of activism, vandalism and terrorism, and other accidents or hazards that may occur at or during transport to or from commercial or industrial sites and other accidents or similar events; refining and marketing margins; cost escalations, including inflationary pressures on operating costs, such as labour, materials, natural gas and other energy sources used in oil sands processes and downstream operations and increased insurance deductibles or premiums; the cost and availability of equipment necessary to the Company’s operations; potential failure of products to achieve or maintain acceptance in the market; risks associated with the energy industry’s and the Company’s reputation, social licence to operate and litigation related thereto; legal challenges or opposition to infrastructure projects associated with Indigenous title or other rights claims; unexpected cost increases or technical difficulties in operating, constructing or modifying refining or refining facilities; unexpected difficulties in producing, transporting or refining bitumen and/or crude oil into petroleum and chemical products; risks associated with technology and equipment and its application to the Company’s business, including potential cyberattacks; geo-political and other risks associated with the Company’s international operations; risks associated with climate change and the Company’s assumptions relating thereto; the timing and the costs of well and pipeline construction; the Company’s ability to access markets and to secure adequate and cost effective product transportation including sufficient pipeline, crude-by-rail, marine or alternate transportation, including to address any gaps caused by constraints in the pipeline system or storage capacity; availability of, and the Company’s ability to attract and retain, critical talent and integrate new personnel acquired in transactions; possible failure to obtain and retain qualified leadership and personnel, and equipment in a timely and cost efficient manner; changes in labour demographics and relationships, including with any unionized workforces; unexpected abandonment and reclamation costs; changes in the regulatory frameworks, permits and approvals in any of the locations in which the Company operates or to any of the infrastructure upon which it relies; climate change-related regulatory, climactic transition risks; failure to achieve our sustainability goals, or a perception among key stakeholders that our actions or goals are insufficient or unattainable; government actions or regulatory initiatives to curtail energy operations or pursue broader climate change agendas; changes to regulatory approval processes and land use designations, royalty, tax, environmental, GHG, carbon, climate change and other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or proposed, the impact thereof and the costs associated with compliance; the expected impact and timing of various accounting pronouncements, rule changes and standards on the Company’s business, its financial results and Consolidated Financial Statements; changes in general economic, market and business conditions; OPEC+ policy; actions of OPEC and non-OPEC members, including compliance or non-compliance with agreed upon quotas and decisions to impose production quotas; the political, social and economic conditions in the jurisdictions in which the Company operates or supplies; the status of the Company’s relationships with the communities in which it operates, including with Indigenous communities; the occurrence of unexpected events such as protests, pandemics, war, terrorist threats and the instability resulting therefrom; and risks associated with existing and potential future lawsuits, shareholder proposals and regulatory actions against the Company. In addition, there are risks that the effect of actions taken by us in attempting to achieve goals for sustainability focus areas may have a negative impact on our existing business, growth plans and future results from operations, or that the benefits may be less than expected.
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Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause our actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information. For a full discussion of the Company’s material risk factors, see Risk Management and Risk Factors in the Company’s most recently filed Annual MD&A, and the risk factors described in other documents the Company files from time to time with securities regulatory authorities in Canada, available on SEDAR+ at sedarplus.ca, and with the U.S. Securities and Exchange Commission on EDGAR at sec.gov, and on the Company’s website at cenovus.com.
Information on or connected to the Company’s website at cenovus.com does not form part of this MD&A unless expressly incorporated by reference herein.
ABBREVIATIONS AND DEFINITIONS
Abbreviations
The following abbreviations and definitions are used in this document:
| | | | | | | | | | | | | | | | | |
| Crude Oil and NGLs | Natural Gas | Other |
| | | | | |
| bbl | barrel | Mcf | thousand cubic feet | BOE | barrel of oil equivalent |
| Mbbls/d | thousand barrels per day | MMcf | million cubic feet | MBOE/d | thousand barrels of oil equivalent per day |
| MMbbls | million barrels | MMcf/d | million cubic feet per day | MMBOE | million barrels of oil equivalent |
| WCS | Western Canadian Select | Bcf | billion cubic feet | DD&A | depreciation, depletion and amortization |
| WTI | West Texas Intermediate | | | GHG | greenhouse gas |
| | | | FPSO | floating production, storage and offloading unit |
| | | | NCIB | normal course issuer bid |
| | | | AECO | Alberta Energy Company |
| | | | NYMEX | New York Mercantile Exchange |
| | | | OPEC | Organization of Petroleum Exporting Countries |
| | | | OPEC+ | OPEC and a group of 11 non-OPEC members |
| | | | USGC | U.S. Gulf Coast |
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 64 |
SPECIFIED FINANCIAL MEASURES
Certain financial measures in this document do not have a standardized meaning as prescribed by IFRS Accounting Standards including Operating Margin, Operating Margin by asset, Adjusted Funds Flow, Adjusted Funds Flow Per Share – Basic, Adjusted Funds Flow Per Share – Diluted, Free Funds Flow, Excess Free Funds Flow, Total Long-Term Liabilities, Realized Sales Price, Conventional, Offshore and Asia Pacific Per-Unit Operating Expenses, Netbacks (including the total Netback per BOE), Gross Margin, Adjusted Gross Margin, Adjusted Refining Margin and Adjusted Market Capture.
These measures may not be comparable to similar measures presented by other issuers. These measures are described and presented in order to provide shareholders and potential investors with additional measures for analyzing our ability to generate funds to finance our operations and information regarding our liquidity. This additional information should not be considered in isolation, or as a substitute for, measures prepared in accordance with IFRS Accounting Standards. The definition and reconciliation, if applicable, of each specified financial measure is presented in this Advisory and may also be presented in the Operating and Financial Results section of this MD&A. Refer to the Specified Financial Measures Advisory of the relevant period’s MD&A for reconciliations of Operating Margin, Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow for prior period information from 2025, 2024 and 2023 that is not found below.
Non-GAAP Financial Measures and Non-GAAP Ratios
Operating Margin
Operating Margin and Operating Margin by asset are non-GAAP financial measures, and Operating Margin for upstream or downstream operations are specified financial measures. These are used to provide a consistent measure of the cash-generating performance of our operations and assets for comparability of our underlying financial performance between periods. Operating Margin is defined as revenues less purchased product, transportation and blending expenses, operating expenses, plus realized gains less realized losses on risk management activities. Items within the Corporate and Eliminations segment are excluded from the calculation of Operating Margin. The following tables provide a reconciliation to our Consolidated Financial Statements.
Operating Margin
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 | | 2025 | | 2024 |
| ($ millions) | Upstream (1) | | Downstream (1) | | Total |
| Gross Sales | | | | | | | | | | | |
| External Sales | 6,373 | | 6,050 | | 5,180 | | 7,677 | | 11,553 | | 13,727 |
Intersegment Sales | 1,914 | | 2,190 | | 134 | | 160 | | 2,048 | | 2,350 |
| 8,287 | | 8,240 | | 5,314 | | 7,837 | | 13,601 | | 16,077 |
Royalties | (670) | | (914) | | — | | — | | (670) | | (914) |
| Revenues | 7,617 | | 7,326 | | 5,314 | | 7,837 | | 12,931 | | 15,163 |
| Expenses | | | | | | | | | | | |
Purchased Product | 1,271 | | 1,000 | | 4,574 | | 7,364 | | 5,845 | | 8,364 |
Transportation and Blending | 2,832 | | 2,816 | | — | | — | | 2,832 | | 2,816 |
Operating | 893 | | 842 | | 591 | | 866 | | 1,484 | | 1,708 |
| Realized (Gain) Loss on Risk Management | (7) | | (2) | | — | | 3 | | (7) | | 1 |
| Operating Margin | 2,628 | | 2,670 | | 149 | | (396) | | 2,777 | | 2,274 |
(1)Found in Note 1 of the interim Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 65 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | |
| 2025 | | 2024 | | | | 2025 | | 2024 | | | | 2025 | | 2024 | | |
| ($ millions) | Upstream (1) | | Downstream (1) | | Total |
| Gross Sales | | | | | | | | | | | | | | | | | |
| External Sales | 24,354 | | 24,640 | | | | 28,397 | | 33,086 | | | | 52,751 | | 57,726 | | |
Intersegment Sales | 8,141 | | 8,438 | | | | 800 | | 532 | | | | 8,941 | | 8,970 | | |
| 32,495 | | 33,078 | | | | 29,197 | | 33,618 | | | | 61,692 | | 66,696 | | |
Royalties | (3,055) | | (3,449) | | | | — | | — | | | | (3,055) | | (3,449) | | |
| Revenues | 29,440 | | 29,629 | | | | 29,197 | | 33,618 | | | | 58,637 | | 63,247 | | |
| Expenses | | | | | | | | | | | | | | | | | |
Purchased Product | 4,223 | | 3,674 | | | | 25,855 | | 30,252 | | | | 30,078 | | 33,926 | | |
Transportation and Blending | 11,243 | | 11,331 | | | | — | | — | | | | 11,243 | | 11,331 | | |
Operating | 3,567 | | 3,489 | | | | 3,143 | | 3,670 | | | | 6,710 | | 7,159 | | |
| Realized (Gain) Loss on Risk Management | 4 | | 14 | | | | (6) | | 8 | | | | (2) | | 22 | | |
| Operating Margin | 10,403 | | 11,121 | | | | 205 | | (312) | | | | 10,608 | | 10,809 | | |
(1)Found in Note 1 of the Consolidated Financial Statements.
Operating Margin by Asset
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2025 |
| ($ millions) | | | | | | | Atlantic | | Asia Pacific | | Offshore (1) |
| Gross Sales | | | | | | | 420 | | 1,088 | | 1,508 |
Royalties | | | | | | | (4) | | (76) | | (80) |
| Revenues | | | | | | | 416 | | 1,012 | | 1,428 |
| Expenses | | | | | | | | | | | |
| Purchased Product | | | | | | | — | | — | | — |
Transportation and Blending | | | | | | | 17 | | — | | 17 |
Operating | | | | | | | 226 | | 123 | | 349 |
| Operating Margin | | | | | | | 173 | | 889 | | 1,062 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2024 |
| ($ millions) | | | | | | | Atlantic | | Asia Pacific | | Offshore (1) |
| Gross Sales | | | | | | | 322 | | 1,250 | | 1,572 |
Royalties | | | | | | | (2) | | (97) | | (99) |
| Revenues | | | | | | | 320 | | 1,153 | | 1,473 |
| Expenses | | | | | | | | | | | |
| Purchased Product | | | | | | | — | | — | | — |
Transportation and Blending | | | | | | | 11 | | — | | 11 |
Operating | | | | | | | 290 | | 133 | | 423 |
| Operating Margin | | | | | | | 19 | | 1,020 | | 1,039 |
(1)Found in Note 1 of the Consolidated Financial Statements.
Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow
Adjusted Funds Flow is a non-GAAP financial measure commonly used in the oil and gas industry to assist in measuring a company’s ability to finance its capital programs and meet its financial obligations, in total and on a per-share basis. Adjusted Funds Flow is defined as cash from (used in) operating activities, excluding settlement of decommissioning liabilities and net change in operating non-cash working capital. Operating non-cash working capital is composed of accounts receivable and accrued revenues, income tax receivable, inventories (excluding non-cash inventory write-downs and reversals), accounts payable and accrued liabilities, and income tax payable. Adjusted Funds Flow Per Share – Basic is defined as Adjusted Funds Flow divided by the basic weighted average number of shares. Adjusted Funds Flow Per Share – Diluted is defined as Adjusted Funds Flow divided by the diluted weighted average number of shares.
Free Funds Flow is a non-GAAP financial measure used to assist in measuring the available funds the Company has after financing its capital programs. Free Funds Flow is defined as cash from (used in) operating activities, excluding settlement of decommissioning liabilities and net change in operating non-cash working capital, minus capital investment.
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Excess Free Funds Flow is a non-GAAP financial measure used by the Company to deliver shareholder returns and allocate capital according to our shareholder returns and capital allocation framework. Excess Free Funds Flow is defined as Free Funds Flow minus base dividends paid on common shares, dividends paid on preferred shares, net purchases of common shares under the employee benefit plan, other uses of cash (including settlement of decommissioning liabilities and principal repayment of leases), and expenditures for acquisitions net of cash acquired, plus proceeds from, or payments related to, divestitures.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, | | |
| ($ millions) | 2025 | | 2024 | | 2025 | | 2024 | | |
| Cash From (Used in) Operating Activities | 2,408 | | | 2,029 | | | 8,228 | | | 9,235 | | | |
| (Add) Deduct: | | | | | | | | | |
Settlement of Decommissioning Liabilities | (82) | | | (64) | | | (280) | | | (234) | | | |
| Net Change in Non-Cash Working Capital | (184) | | | 492 | | | (363) | | | 1,305 | | | |
| Adjusted Funds Flow | 2,674 | | | 1,601 | | | 8,871 | | | 8,164 | | | |
Capital Investment | 1,360 | | | 1,478 | | | 4,907 | | | 5,015 | | | |
Free Funds Flow | 1,314 | | | 123 | | | 3,964 | | | 3,149 | | | |
| Add (Deduct): | | | | | | | | | |
| Base Dividends Paid on Common Shares | (376) | | | (330) | | | (1,423) | | | (1,255) | | | |
| Dividends Paid on Preferred Shares | (4) | | | (18) | | | (14) | | | (45) | | | |
Purchase of Common Shares Under Employee Benefit Plan | (61) | | | (43) | | | (155) | | | (43) | | | |
Settlement of Decommissioning Liabilities | (82) | | | (64) | | | (280) | | | (234) | | | |
| Principal Repayment of Leases | (84) | | | (80) | | | (350) | | | (299) | | | |
| Acquisitions, Net of Cash Acquired | (3,430) | | | (3) | | | (3,666) | | | (22) | | | |
Acquisition of Ownership Interest in MEG Energy Corp. (1) | (752) | | | — | | | (752) | | | — | | | |
| Proceeds From Divestitures | 1,878 | | | (1) | | | 1,891 | | | 46 | | | |
Excess Free Funds Flow | (1,597) | | | (416) | | | (785) | | | 1,297 | | | |
(1)Represents the acquired MEG common shares purchased prior to the closing of the MEG Acquisition. For further information, refer to Note 3 of the interim Consolidated Financial Statements.
Total Long-Term Liabilities
Total Long-Term Liabilities is a non-GAAP financial measure. The measure is disclosed to fulfill the requirements of National Instrument 51-102, “Continuous Disclosure Obligations” and is defined as total liabilities less total current liabilities.
| | | | | | | | | | | | | | | | | | | | | | | |
| As at December 31, |
| ($ millions) | 2025 | | | | | 2024 | | | | | 2023 |
Total Liabilities | 31,786 | | | | | | 26,770 | | | | | | 25,203 | |
Less: Total Current Liabilities | 6,314 | | | | | | 7,362 | | | | | | 6,210 | |
Total Long-Term Liabilities | 25,472 | | | | | | 19,408 | | | | | | 18,993 | |
Gross Margin, Adjusted Gross Margin, Adjusted Refining Margin and Adjusted Market Capture
Gross Margin and Adjusted Gross Margin are non-GAAP financial measures that are used to evaluate the performance of our downstream operations. We define Gross Margin as revenues less purchased product and Adjusted Gross Margin as revenues less purchased product, excluding the impact of inventory holding gains or losses.
Inventory holding gains or losses reflects the difference between the cost of volumes produced at current-period costs, which is an indication of current market conditions, and the cost of volumes produced under the FIFO or weighted average cost basis as required by IFRS Accounting Standards, which generally reflects the market conditions at the time feedstock was purchased. The purchase and sale of inventories creates a timing difference that could be anywhere from several weeks to several months. This measure is an estimate of the impact of current-period costs to FIFO or weighted average cost, and assumes that all opening volumes are sold in the current period. Cenovus uses inventory holding gains or losses to analyze the performance of our assets and increase comparability with refining peers.
Adjusted Refining Margin and Adjusted Market Capture contain non-GAAP financial measures. Adjusted Refining Margin is used to evaluate our downstream operations after adjusting for inventory holding gains or losses. Adjusted Market Capture is used in our U.S. Refining segment to provide an indication of margin captured relative to what was available in the market based on widely-used benchmarks. These measures are useful to consistently measure the performance of our downstream operations.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 67 |
We define Adjusted Refining Margin as Adjusted Gross Margin divided by total processed inputs and Adjusted Market Capture as Adjusted Refining Margin divided by the weighted average 3-2-1 market benchmark crack, net of RINs, expressed as a percentage. The weighted average crack spread, net of RINs, is calculated on Cenovus’s operable capacity-weighted average of the Chicago and Group 3 3-2-1 benchmark market crack spreads, net of RINs.
We previously disclosed Refining Margin and Market Capture, which did not exclude the effect of inventory holding gains or losses. As of March 31, 2025, we have added Adjusted Gross Margin, and replaced our definitions of Refining Margin and Market Capture to exclude the impact of inventory holding gains or losses. We believe these changes provide more comparability and accuracy when measuring the performance of our downstream operations.
Comparative period information has been provided below for these new metrics.
Canadian Refining
| | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2025 | | | | |
($ millions, except where indicated) | Lloydminster Upgrader and Lloydminster Refinery Total | | Other (1) | | Total Canadian Refining (2) | | | | |
Revenues | 1,078 | | 78 | | 1,156 | | | | |
| Purchased Product | 862 | | 48 | | 910 | | | | |
| Gross Margin | 216 | | 30 | | 246 | | | | |
Add (Deduct): | | | | | | | | | |
| Inventory Holding (Gain) Loss | 4 | | — | | 4 | | | | |
| Adjusted Gross Margin | 220 | | 30 | | 250 | | | | |
| | | | | | | | | |
Total Processed Inputs (Mbbls/d) | 122.6 | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted Refining Margin ($/bbl) | 19.57 | | | | | | | | |
(1)Includes ethanol operations and crude-by-rail operations.
(2)Revenues and purchased product are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2024 |
($ millions, except where indicated) | Lloydminster Upgrader and Lloydminster Refinery Total | | Other (1) | | Total Canadian Refining (2) |
Revenues | 1,207 | | 56 | | 1,263 |
| Purchased Product | 1,032 | | 36 | | 1,068 |
| Gross Margin | 175 | | 20 | | 195 |
Add (Deduct): | | | | | |
| Inventory Holding (Gain) Loss | — | | — | | — |
| Adjusted Gross Margin | 175 | | 20 | | 195 |
| | | | | |
Total Processed Inputs (Mbbls/d) | 112.1 | | | | |
| | | | | |
| | | | | |
Adjusted Refining Margin ($/bbl) | 16.96 | | | | |
(1)Includes ethanol operations and crude-by-rail operations.
(2)Revenues and purchased product are found in Note 1 of the interim Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 68 |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | Year Ended December 31, 2025 |
| | | | | | | | | |
($ millions, except where indicated) | | | | | Lloydminster Upgrader and Lloydminster Refinery Total | | Other (1) | | Total Canadian Refining (2) |
| Revenues | | | | | 4,781 | | 298 | | 5,079 |
| Purchased Product | | | | | 3,932 | | 196 | | 4,128 |
| Gross Margin | | | | | 849 | | 102 | | 951 |
Add (Deduct): | | | | | | | | | |
| Inventory Holding (Gain) Loss | | | | | 3 | | — | | 3 |
| Adjusted Gross Margin | | | | | 852 | | 102 | | 954 |
| | | | | | | | | |
Total Processed Inputs (Mbbls/d) | | | | | 119.4 | | | | |
| | | | | | | | | |
| | | | | | | | | |
Adjusted Refining Margin ($/bbl) | | | | | 19.57 | | | | |
| | | | | | | | | |
| | | | | | | | | |
(1)Includes ethanol operations and crude-by-rail operations.
(2)Revenues and purchased product are found in Note 1 of the Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 |
| | | | | |
($ millions, except where indicated) | Lloydminster Upgrader and Lloydminster Refinery Total | | Other (1) | | Total Canadian Refining (2) |
| Revenues | 5,014 | | 296 | | 5,310 |
| Purchased Product | 4,278 | | 205 | | 4,483 |
| Gross Margin | 736 | | 91 | | 827 |
| Add (Deduct): | | | | | |
| Inventory Holding (Gain) Loss | (4) | | 2 | | (2) |
| Adjusted Gross Margin | 732 | | 93 | | 825 |
| | | | | |
Total Processed Inputs (Mbbls/d) | 96.6 | | | | |
| | | | | |
Adjusted Refining Margin ($/bbl) | 20.72 | | | | |
(1)Includes ethanol operations and crude-by-rail operations.
(2)Revenues and purchased product are found in Note 1 of the Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 69 |
U.S. Refining
| | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, | |
($ millions, except where indicated) | 2025 | | 2024 | | 2025 | | 2024 | |
Revenues (1) | 4,158 | | | 6,574 | | | 24,118 | | | 28,308 | | |
Purchased Product (1) | 3,664 | | | 6,296 | | | 21,727 | | | 25,769 | | |
| Gross Margin | 494 | | | 278 | | | 2,391 | | | 2,539 | | |
Add (Deduct): | | | | | | | | |
| Inventory Holding (Gain) Loss | 134 | | | 45 | | | 298 | | | (23) | | |
| Adjusted Gross Margin | 628 | | | 323 | | | 2,689 | | | 2,516 | | |
| | | | | | | | |
Total Processed Inputs (Mbbls/d) | 375.8 | | | 588.4 | | | 548.1 | | | 581.4 | | |
| | | | | | | | |
| | | | | | | | |
Adjusted Refining Margin ($/bbl) | 18.17 | | | 5.98 | | | 13.44 | | | 11.83 | | |
| | | | | | | | |
Operable Capacity (2) (Mbbls/d) | 364.8 | | | 612.3 | | | 549.9 | | | 612.3 | | |
| | | | | | | | |
Operable Capacity by Regional Benchmark (percent) | | | | | | | | |
Chicago 3-2-1 Crack Spread Weighting | 88 | | | 81 | | | 82 | | | 81 | | |
| Group 3 3-2-1 Crack Spread Weighting | 12 | | | 19 | | | 18 | | | 19 | | |
| | | | | | | | |
Benchmark Prices and Exchange Rate | | | | | | | | |
Chicago 3-2-1 Crack Spread (US$/bbl) | 18.20 | | | 12.12 | | | 19.44 | | | 16.74 | | |
Group 3 3-2-1 Crack Spread (US$/bbl) | 19.25 | | | 12.66 | | | 20.63 | | | 16.81 | | |
RINs (US$/bbl) | 6.04 | | | 4.02 | | | 5.81 | | | 3.74 | | |
US$ per C$1 – Average | 0.717 | | | 0.715 | | | 0.716 | | | 0.730 | | |
| | | | | | | | |
Weighted Average Crack Spread, Net of RINs ($/bbl) | 17.14 | | | 11.47 | | | 19.34 | | | 17.82 | | |
| | | | | | | | |
| | | | | | | | |
Adjusted Market Capture (percent) | 106 | | | 52 | | | 69 | | | 67 | | |
(1)Found in Note 1 of the interim Consolidated Financial Statements.
(2)For the year ended December 31, 2025, reported operable capacity reflects the weighted average impact of the WRB Divestiture, which closed on September 30, 2025.
Netback Reconciliations and Realized Sales Price
Netback is a non-GAAP financial measure commonly used in the oil and gas industry to assist in measuring operating performance. Our Netback calculation is substantially aligned with the definition found in the Canadian Oil and Gas Evaluation Handbook. Netback is defined as gross sales less royalties, transportation and blending, and operating expenses. Netbacks do not reflect non-cash write-downs or reversals of product inventory until it is realized when the product is sold and exclude risk management activities. Condensate or butane (diluent) is blended with crude oil to transport it to market. Netback per barrel of oil equivalent contains a non-GAAP measure. Netbacks per barrel of oil equivalent reflect our margin on a per-barrel of oil equivalent basis. Per-unit measures are divided by sales volumes.
Realized Sales Price contains a non-GAAP measure. It includes our gross sales, purchased diluent costs and profit from optimization activities, such as cogeneration, third-party processing and trading. Conventional, Offshore and Asia Pacific Per-Unit Operating Expenses contain non-GAAP measures. As of March 31, 2025, modifications were made to our Conventional Netback to include our 30 percent equity interest in the Duvernay joint venture. These modifications resulted in minor adjustments that are captured in the netback calculation on a prospective basis. Offshore and Asia Pacific operating expenses, as used in the basis of our Netback calculations, reflect our 40 percent equity interest in the HCML joint venture. The Duvernay and HCML joint ventures are accounted for using the equity method in the interim Consolidated Financial Statements.
The following tables provide a reconciliation of Netback to Operating Margin found in our interim Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 70 |
Oil Sands
| | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation |
Three Months Ended December 31, 2025 ($ millions) | Foster Creek | Christina Lake | Sunrise | Lloydminster (1) | | | | | | Total Oil Sands (2) |
| Gross Sales | 1,439 | | 1,752 | | 377 | | 762 | | | | | | | 4,330 | |
| Royalties | (231) | | (337) | | (20) | | (92) | | | | | | | (680) | |
| Revenues | 1,208 | | 1,415 | | 357 | | 670 | | | | | | | 3,650 | |
| Expenses | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | | | | | — | |
| Transportation and Blending | 228 | | 224 | | 77 | | 37 | | | | | | | 566 | |
| Operating | 183 | | 253 | | 85 | | 224 | | | | | | | 745 | |
| Netback | 797 | | 938 | | 195 | | 409 | | | | | | | 2,339 | |
| Realized (Gain) Loss on Risk Management | | | | | | | | | | (2) | |
| Operating Margin | | | | | | | | | | 2,341 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | Adjustments | | |
Three Months Ended December 31, 2025 ($ millions) | Total Oil Sands (2) | | Condensate | Third-party Sourced | Other (3) | | Total Oil Sands (4) |
| Gross Sales | 4,330 | | | 2,180 | | 827 | | (125) | | | 7,212 | |
| Royalties | (680) | | | — | | — | | 41 | | | (639) | |
| Revenues | 3,650 | | | 2,180 | | 827 | | (84) | | | 6,573 | |
| Expenses | | | | | | | |
| Purchased Product | — | | | — | | 827 | | 64 | | | 891 | |
| Transportation and Blending | 566 | | | 2,180 | | — | | (9) | | | 2,737 | |
| Operating | 745 | | | — | | — | | (23) | | | 722 | |
| Netback | 2,339 | | | — | | — | | (116) | | | 2,223 | |
| Realized (Gain) Loss on Risk Management | (2) | | | — | | — | | — | | | (2) | |
| Operating Margin | 2,341 | | | — | | — | | (116) | | | 2,225 | |
(1)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
(2)Includes bitumen and heavy oil.
(3)Other includes reclassification of costs primarily related to third-party cogeneration, processing and transportation, as well as adjustments to reflect the cost of volumes produced on acquired inventory.
(4)These amounts, excluding Netback, are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation |
Three Months Ended December 31, 2024 ($ millions) | Foster Creek | Christina Lake | Sunrise | Lloydminster (1) | | | | | | Total Oil Sands (2) |
| Gross Sales | 1,454 | | 1,646 | | 380 | | 871 | | | | | | | 4,351 | |
| Royalties | (283) | | (455) | | (19) | | (117) | | | | | | | (874) | |
| Revenues | 1,171 | | 1,191 | | 361 | | 754 | | | | | | | 3,477 | |
| Expenses | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | | | | | — | |
| Transportation and Blending | 281 | | 137 | | 59 | | 44 | | | | | | | 521 | |
| Operating | 163 | | 187 | | 72 | | 200 | | | | | | | 622 | |
| Netback | 727 | | 867 | | 230 | | 510 | | | | | | | 2,334 | |
| Realized (Gain) Loss on Risk Management | | | | | | | | | | (3) | |
| Operating Margin | | | | | | | | | | 2,337 | |
(1)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
(2)Includes bitumen and heavy oil.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 71 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | Adjustments | | |
Three Months Ended December 31, 2024 ($ millions) | Total Oil Sands (1) | | Condensate | Third-party Sourced | Other (2) | | Total Oil Sands (3) |
| Gross Sales | 4,351 | | | 2,181 | | 465 | | 94 | | | 7,091 | |
| Royalties | (874) | | | — | | — | | — | | | (874) | |
| Revenues | 3,477 | | | 2,181 | | 465 | | 94 | | | 6,217 | |
| Expenses | | | | | | | |
| Purchased Product | — | | | — | | 465 | | 65 | | | 530 | |
| Transportation and Blending | 521 | | | 2,181 | | — | | 33 | | | 2,735 | |
| Operating | 622 | | | — | | — | | (7) | | | 615 | |
| Netback | 2,334 | | | — | | — | | 3 | | | 2,337 | |
| Realized (Gain) Loss on Risk Management | (3) | | | — | | — | | — | | | (3) | |
| Operating Margin | 2,337 | | | — | | — | | 3 | | | 2,340 | |
(1)Includes bitumen and heavy oil.
(2)Other includes construction, transportation and blending.
(3)These amounts, excluding Netback, are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation |
Year Ended December 31, 2025 ($ millions) | Foster Creek | Christina Lake | Sunrise | Lloydminster (1) | | | | | | Total Oil Sands (2) |
| Gross Sales | 5,938 | | 6,252 | | 1,479 | | 3,247 | | | | | | | 16,916 | |
| Royalties | (1,093) | | (1,414) | | (73) | | (379) | | | | | | | (2,959) | |
| Revenues | 4,845 | | 4,838 | | 1,406 | | 2,868 | | | | | | | 13,957 | |
| Expenses | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | | | | | — | |
| Transportation and Blending | 1,090 | | 638 | | 301 | | 149 | | | | | | | 2,178 | |
| Operating | 741 | | 763 | | 342 | | 926 | | | | | | | 2,772 | |
| Netback | 3,014 | | 3,437 | | 763 | | 1,793 | | | | | | | 9,007 | |
| Realized (Gain) Loss on Risk Management | | | | | | | | | | 8 | |
| Operating Margin | | | | | | | | | | 8,999 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | Adjustments | | |
Year Ended December 31, 2025 ($ millions) | Total Oil Sands (2) | | Condensate | Third-party Sourced | Other (3) | | Total Oil Sands (4) |
| Gross Sales | 16,916 | | | 8,636 | | 2,578 | | 197 | | | 28,327 | |
| Royalties | (2,959) | | | — | | — | | 39 | | | (2,920) | |
| Revenues | 13,957 | | | 8,636 | | 2,578 | | 236 | | | 25,407 | |
| Expenses | | | | | | | |
| Purchased Product | — | | | — | | 2,578 | | 308 | | | 2,886 | |
| Transportation and Blending | 2,178 | | | 8,636 | | — | | 61 | | | 10,875 | |
| Operating | 2,772 | | | — | | — | | (18) | | | 2,754 | |
| Netback | 9,007 | | | — | | — | | (115) | | | 8,892 | |
| Realized (Gain) Loss on Risk Management | 8 | | | — | | — | | — | | | 8 | |
| Operating Margin | 8,999 | | | — | | — | | (115) | | | 8,884 | |
(1)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
(2)Includes bitumen and heavy oil.
(3)Other includes reclassification of costs primarily related to third-party cogeneration, processing and transportation, as well as adjustments to reflect the cost of volumes produced on acquired inventory.
(4)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 72 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation |
Year Ended December 31, 2024 ($ millions) | Foster Creek | Christina Lake | Sunrise | Lloydminster (1) | | | | | | Total Oil Sands (2) |
| Gross Sales | 5,837 | | 6,428 | | 1,574 | | 3,724 | | | | | | | 17,563 | |
| Royalties | (1,176) | | (1,601) | | (78) | | (413) | | | | | | | (3,268) | |
| Revenues | 4,661 | | 4,827 | | 1,496 | | 3,311 | | | | | | | 14,295 | |
| Expenses | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | | | | | — | |
| Transportation and Blending | 937 | | 554 | | 294 | | 185 | | | | | | | 1,970 | |
| Operating | 682 | | 733 | | 263 | | 819 | | | | | | | 2,497 | |
| Netback | 3,042 | | 3,540 | | 939 | | 2,307 | | | | | | | 9,828 | |
| Realized (Gain) Loss on Risk Management | | | | | | | | | | 20 | |
| Operating Margin | | | | | | | | | | 9,808 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | Adjustments | | |
Year Ended December 31, 2024 ($ millions) | Total Oil Sands (2) | | Condensate | Third-party Sourced | Other (3) | | Total Oil Sands (4) |
| Gross Sales | 17,563 | | | 8,913 | | 1,531 | | 440 | | | 28,447 | |
| Royalties | (3,268) | | | — | | — | | (6) | | | (3,274) | |
| Revenues | 14,295 | | | 8,913 | | 1,531 | | 434 | | | 25,173 | |
| Expenses | | | | | | | |
| Purchased Product | — | | | — | | 1,531 | | 320 | | | 1,851 | |
| Transportation and Blending | 1,970 | | | 8,913 | | — | | 117 | | | 11,000 | |
| Operating | 2,497 | | | — | | — | | 14 | | | 2,511 | |
| Netback | 9,828 | | | — | | — | | (17) | | | 9,811 | |
| Realized (Gain) Loss on Risk Management | 20 | | | — | | — | | — | | | 20 | |
| Operating Margin | 9,808 | | | — | | — | | (17) | | | 9,791 | |
(1)Includes Lloydminster thermal and Lloydminster conventional heavy oil assets.
(2)Includes bitumen and heavy oil.
(3)Other includes reclassification of costs primarily related to third-party cogeneration, processing and transportation, as well as adjustments to reflect the cost of volumes produced on acquired inventory.
(4)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
Conventional
| | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Three Months Ended December 31, 2025 ($ millions) | Conventional (1) | | Third-party Sourced | Other (1) (2) | | Conventional (3) |
| Gross Sales | 323 | | | 386 | | 29 | | | 738 | |
| Royalties | (13) | | | — | | 2 | | | (11) | |
| Revenues | 310 | | | 386 | | 31 | | | 727 | |
| Expenses | | | | | | |
| Purchased Product | — | | | 386 | | — | | | 386 | |
| Transportation and Blending | 61 | | | — | | 31 | | | 92 | |
| Operating | 90 | | | — | | 5 | | | 95 | |
| Netback | 159 | | | — | | (5) | | | 154 | |
| Realized (Gain) Loss on Risk Management | (5) | | | — | | — | | | (5) | |
| Operating Margin | 164 | | | — | | (5) | | | 159 | |
| | | | | | |
(1)For the three months ended December 31, 2025, reported netbacks are inclusive of revenues and expenses related to the Duvernay joint venture.
(2)Other includes reclassification of costs primarily related to third-party cogeneration, processing and transportation.
(3)These amounts, excluding Netback, are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | |
| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 73 |
| | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Three Months Ended December 31, 2024 ($ millions) | Conventional | | Third-party Sourced | Other (1) | | Conventional (2) |
| Gross Sales | 273 | | | 470 | | 33 | | | 776 | |
| Royalties | (15) | | | — | | — | | | (15) | |
| Revenues | 258 | | | 470 | | 33 | | | 761 | |
| Expenses | | | | | | |
| Purchased Product | — | | | 470 | | — | | | 470 | |
| Transportation and Blending | 52 | | | — | | 27 | | | 79 | |
| Operating | 118 | | | — | | 5 | | | 123 | |
| Netback | 88 | | | — | | 1 | | | 89 | |
| Realized (Gain) Loss on Risk Management | 1 | | | — | | — | | | 1 | |
| Operating Margin | 87 | | | — | | 1 | | | 88 | |
| | | | | | |
(1)Other includes reclassification of costs primarily related to third-party cogeneration, processing and transportation.
(2)These amounts, excluding Netback, are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Year Ended December 31, 2025 ($ millions) | Conventional (1) | | Third-party Sourced | Other (1) (2) | | Conventional (3) |
| Gross Sales | 1,208 | | | 1,337 | | 115 | | | 2,660 | |
| Royalties | (58) | | | — | | 3 | | | (55) | |
| Revenues | 1,150 | | | 1,337 | | 118 | | | 2,605 | |
| Expenses | | | | | | |
| Purchased Product | — | | | 1,337 | | — | | | 1,337 | |
| Transportation and Blending | 244 | | | — | | 107 | | | 351 | |
| Operating | 441 | | | — | | 23 | | | 464 | |
| Netback | 465 | | | — | | (12) | | | 453 | |
| Realized (Gain) Loss on Risk Management | (4) | | | — | | — | | | (4) | |
| Operating Margin | 469 | | | — | | (12) | | | 457 | |
| | | | | | |
(1)For the year ended December 31, 2025, reported netbacks are inclusive of revenues and expenses related to the Duvernay joint venture.
(2)Other includes the reclassification of costs primarily related to third-party cogeneration, processing and transportation.
(3)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Year Ended December 31, 2024 ($ millions) | Conventional | | Third-party Sourced | Other (1) | | Conventional (2) |
| Gross Sales | 1,105 | | | 1,823 | | 131 | | | 3,059 | |
| Royalties | (76) | | | — | | — | | | (76) | |
| Revenues | 1,029 | | | 1,823 | | 131 | | | 2,983 | |
| Expenses | | | | | | |
| Purchased Product | — | | | 1,823 | | — | | | 1,823 | |
| Transportation and Blending | 218 | | | — | | 102 | | | 320 | |
| Operating | 526 | | | — | | 29 | | | 555 | |
| Netback | 285 | | | — | | — | | | 285 | |
| Realized (Gain) Loss on Risk Management | (6) | | | — | | — | | | (6) | |
| Operating Margin | 291 | | | — | | — | | | 291 | |
| | | | | | |
(1)Other includes the reclassification of costs primarily related to third-party cogeneration, processing and transportation.
(2)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 74 |
Offshore
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Three Months Ended December 31, 2025 ($ millions) | Atlantic | China | Indonesia (1) | Total Asia Pacific | | Total Offshore | | Equity Adjustment (1) | Other (2) | | Total Offshore (3) |
| Gross Sales | 64 | | 275 | | 83 | | 358 | | | 422 | | | (83) | | (2) | | | 337 | |
| Royalties | (1) | | (20) | | (14) | | (34) | | | (35) | | | 14 | | 1 | | | (20) | |
| Revenues | 63 | | 255 | | 69 | | 324 | | | 387 | | | (69) | | (1) | | | 317 | |
| Expenses | | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | — | | | — | | (6) | | | (6) | |
| Transportation and Blending | 3 | | — | | — | | — | | | 3 | | | — | | — | | | 3 | |
| Operating | 39 | | 35 | | 22 | | 57 | | | 96 | | | (21) | | 1 | | | 76 | |
| Netback | 21 | | 220 | | 47 | | 267 | | | 288 | | | (48) | | 4 | | | 244 | |
| Realized (Gain) Loss on Risk Management | | | | | | — | | | — | | — | | | — | |
| Operating Margin | | | | | | 288 | | | (48) | | 4 | | | 244 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Three Months Ended December 31, 2024 ($ millions) | Atlantic | China | Indonesia (1) | Total Asia Pacific | | Total Offshore | | Equity Adjustment (1) | Other (2) | | Total Offshore (3) |
| Gross Sales | 58 | | 315 | | 110 | | 425 | | | 483 | | | (110) | | — | | | 373 | |
| Royalties | — | | (25) | | (27) | | (52) | | | (52) | | | 27 | | — | | | (25) | |
| Revenues | 58 | | 290 | | 83 | | 373 | | | 431 | | | (83) | | — | | | 348 | |
| Expenses | | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | — | | | — | | — | | | — | |
| Transportation and Blending | 2 | | — | | — | | — | | | 2 | | | — | | — | | | 2 | |
| Operating | 65 | | 35 | | 20 | | 55 | | | 120 | | | (19) | | 3 | | | 104 | |
| Netback | (9) | | 255 | | 63 | | 318 | | | 309 | | | (64) | | (3) | | | 242 | |
| Realized (Gain) Loss on Risk Management | | | | | | — | | | — | | — | | | — | |
| Operating Margin | | | | | | 309 | | | (64) | | (3) | | | 242 | |
(1)Revenues and expenses related to the HCML joint venture.
(2)Includes other activities not attributable to the production of crude oil and natural gas.
(3)These amounts, excluding Netback, are found in Note 1 of the interim Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Year Ended December 31, 2025 ($ millions) | Atlantic | China | Indonesia (1) | Total Asia Pacific | | Total Offshore | | Equity Adjustment (1) | Other (2) | | Total Offshore (3) |
| Gross Sales | 401 | | 1,088 | | 343 | | 1,431 | | | 1,832 | | | (343) | | 19 | | | 1,508 | |
| Royalties | (4) | | (76) | | (83) | | (159) | | | (163) | | | 83 | | — | | | (80) | |
| Revenues | 397 | | 1,012 | | 260 | | 1,272 | | | 1,669 | | | (260) | | 19 | | | 1,428 | |
| Expenses | | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | — | | | — | | — | | | — | |
| Transportation and Blending | 17 | | — | | — | | — | | | 17 | | | — | | — | | | 17 | |
| Operating | 223 | | 114 | | 66 | | 180 | | | 403 | | | (58) | | 4 | | | 349 | |
| Netback | 157 | | 898 | | 194 | | 1,092 | | | 1,249 | | | (202) | | 15 | | | 1,062 | |
| Realized (Gain) Loss on Risk Management | | | | | | — | | | — | | — | | | — | |
| Operating Margin | | | | | | 1,249 | | | (202) | | 15 | | | 1,062 | |
(1)Revenues and expenses related to the HCML joint venture.
(2)Includes other activities not attributable to the production of crude oil and natural gas.
(3)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 75 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basis of Netback Calculation | | Adjustments | | |
Year Ended December 31, 2024 ($ millions) | Atlantic | China | Indonesia (1) | Total Asia Pacific | | Total Offshore | | Equity Adjustment (1) | Other (2) | | Total Offshore (3) |
| Gross Sales | 322 | | 1,250 | | 339 | | 1,589 | | | 1,911 | | | (339) | | — | | | 1,572 | |
| Royalties | (2) | | (97) | | (55) | | (152) | | | (154) | | | 55 | | — | | | (99) | |
| Revenues | 320 | | 1,153 | | 284 | | 1,437 | | | 1,757 | | | (284) | | — | | | 1,473 | |
| Expenses | | | | | | | | | | | |
| Purchased Product | — | | — | | — | | — | | | — | | | — | | — | | | — | |
| Transportation and Blending | 11 | | — | | — | | — | | | 11 | | | — | | — | | | 11 | |
| Operating | 287 | | 119 | | 64 | | 183 | | | 470 | | | (56) | | 9 | | | 423 | |
| Netback | 22 | | 1,034 | | 220 | | 1,254 | | | 1,276 | | | (228) | | (9) | | | 1,039 | |
| Realized (Gain) Loss on Risk Management | | | | | | — | | | — | | — | | | — | |
| Operating Margin | | | | | | 1,276 | | | (228) | | (9) | | | 1,039 | |
(1)Revenues and expenses related to the HCML joint venture.
(2)Includes other activities not attributable to the production of crude oil and natural gas.
(3)These amounts, excluding Netback, are found in Note 1 of the Consolidated Financial Statements.
Upstream Sales Volumes (1)
The following table provides the sales volumes used to calculate Netback:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| (MBOE/d) | 2025 | | 2024 | | 2025 | | 2024 |
Oil Sands (2) | | | | | | | |
| Foster Creek | 227.5 | | | 184.0 | | | 208.0 | | | 188.8 | |
| Christina Lake | 315.3 | | | 245.7 | | | 254.8 | | | 231.9 | |
| Sunrise | 60.3 | | | 52.2 | | | 53.5 | | | 50.0 | |
Lloydminster | 134.4 | | | 125.9 | | | 126.8 | | | 127.7 | |
| Total Oil Sands | 737.5 | | | 607.8 | | | 643.1 | | | 598.4 | |
| | | | | | | |
Conventional (3) | 120.4 | | | 117.8 | | | 122.8 | | | 119.9 | |
| | | | | | | |
| Offshore | | | | | | | |
| Atlantic | 8.0 | | | 6.2 | | | 11.3 | | | 8.0 | |
| Asia Pacific | | | | | | | |
| China | 38.4 | | | 42.6 | | | 38.3 | | | 42.6 | |
Indonesia (4) | 15.6 | | | 19.6 | | | 15.9 | | | 16.0 | |
| Total Asia Pacific | 54.0 | | | 62.2 | | | 54.2 | | | 58.6 | |
| Total Offshore | 62.0 | | | 68.4 | | | 65.5 | | | 66.6 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(1)Sales volumes exclude the impact of purchased condensate.
(2)Includes bitumen and heavy crude oil sales.
(3)For the three months and year ended December 31, 2025, reported sales volumes reflect Cenovus’s 30 percent equity interest in the Duvernay joint venture.
(4)Reported sales volumes reflect Cenovus’s 40 percent equity interest in the HCML joint venture.
Other Specified Financial Measures
Per-Unit Operating Expenses
Per-unit operating expenses are specified financial measures used to evaluate the performance of our upstream and downstream operations. Our upstream per-unit operating expenses are defined as total operating expenses divided by sales volumes and are part of our Netback calculation, which can be found above.
We define Canadian Refining per-unit operating expenses as total operating expenses from the Upgrader, the Lloydminster Refinery and the commercial fuels business, divided by total processed inputs. We define U.S. Refining per-unit operating expenses as operating expenses divided by total processed inputs.
Per-Unit Transportation Expenses
Per-unit transportation expenses are specified financial measures used to measure transportation expenses on a per-unit basis in our upstream segments. We define per-unit transportation expenses as the total transportation expenses divided by sales volumes. Our upstream per-unit transportation expenses are part of the transportation and blending line in our Netback calculation, which can be found above.
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| Cenovus Energy Inc. – 2025 Management's Discussion and Analysis | 76 |