EX-99.3 4 a09302024q3fs.htm EX-99.3 Document





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加拿大自然資源有限公司














未經審計的中期合併基本報表
截至2024年和2023年9月30日的三個月和九個月
2024年10月30日



中期合併財務報表
基本報表
下面包括了開多期債務和總債務的對比:單張債券9月30日
2024
12月31日
2023
(加拿大元,未經審計)
資產  
流動資產  
現金及現金等價物$721 $877 
應收賬款3,100 3,189 
庫存2,531 2,034 
預付費及其他356 471 
投資
7
 525 
其他長期資產的流動部分
8
67 71 
  6,775 7,167 
勘探和評估資產
4
2,182 2,208 
資產:固定資產
5
64,137 64,581 
租賃資產
6
1,404 1,458 
其他長期資產
8
583 541 
  $75,081 $75,955 
負債  
流動負債  
應付賬款$1,152 $1,418 
應計負債3,735 3,534 
應交所得稅款103 — 
開多次數
9
1,618 980 
在每個計量日期評估的二級衍生金融工具的估計公允價值是基於適當的內部估值方法和/或第三方指示確定的。使用估值模型確定的二級公允價值需要使用關於未來現金流量和貼現率的假設。在確定這些假設時,公司主要依靠外部的、易於觀察的報價市場輸入,包括WTI原油、天然氣等商品的未來基準價格和波動性、加拿大和美國的利率收益曲線以及加拿大和美國的遠期匯率,按適當的折現率貼現。由此得出的公允價值估計可能不一定表明在當前市場交易中實現或結算的金額,這些差異可能是實質性的。
10
1,420 1,503 
 8,028 7,435 
長期債務
9
8,411 9,819 
其他長期負債
10
8,385 8,686 
延遲所得稅10,360 10,183 
 35,184 36,123 
股東權益  
股本
12
11,050 10,712 
保留盈餘28,647 28,948 
累計其他綜合收益
13
200 172 
 39,897 39,832 
 $75,081 $75,955 
承諾和或有事項(注17)



2024年10月30日,董事會批准。
加拿大自然資源有限公司
1
2024年9月30日結束的三個季度和九個月


2020年11月1日
(以加元百萬爲單位,除每股普通股額外,未經審計)
普通股額外,未經審計)
三個月之內結束九個月結束
單張債券9月30日
2024
9月30日
2023
9月30日
2024
9月30日
2023
產品銷售
18
$10,401 $11,762 $30,445 $30,156 
減:專利權使用費(1,508)(1,867)(4,257)(3,741)
營業收入8,893 9,895 26,188 26,415 
費用
產量1,949 2,049 6,085 6,424 
運輸、混合和原料2,345 2,289 7,284 6,953 
折耗、折舊和攤銷
4,5,6
1,598 1,537 4,780 4,352 
管理126 108 376 333 
股權酬金
10
(46)298 235 434 
資產養老責任累計
10
97 92 291 275 
利息和其他融資費用154 187 450 519 
風險管理(盈利)損失
16
(21)32 35 22 
匯率期貨(獲利)損失(118)202 235 (14)
投資收益
7
 (46)(56)(90)
  6,084 6,748 19,715 19,208 
稅前收益 2,809 3,147 6,473 7,207 
目前所得稅費用
11
389 602 1,310 1,374 
遞延所得稅費用
11
154 201 195 227 
淨收益 $2,266 $2,344 $4,968 $5,606 
每股普通股淨收益 (1)
   
基本
15
$1.07 $1.08 $2.33 $2.56 
稀釋
15
$1.06 $1.06 $2.31 $2.53 
(1)普通股份、每股普通股、股息和股票期權金額已更新,以反映每兩股普通股拆分一次(注1)。
加拿大自然資源有限公司
2
2024年9月30日結束的三個季度和九個月


綜合收益綜合表
三個月之內結束九個月結束
(加拿大元,未經審計)9月30日
2024
9月30日
2023
9月30日
2024
9月30日
2023
淨收益$2,266 $2,344 $4,968 $5,606 
可能根據以後可重新分類爲淨收益的項目
指定爲現金流量套期工具的淨變動  
期間內未實現收益,稅後淨額
$nil(2023年 - $nil)- 三個月結束;
$nil(2023年 - $nil)- 九個月結束
1 1 
重新分類至淨收益,稅後淨額
$nil(2023年 - $nil)- 三個月結束;
$nil(2023年 - $nil)- 九個月結束
(2)(3)(3)(5)
 (1)(2)(2)(3)
外幣翻譯調整  
淨投資的翻譯(21)33 30 
其他綜合損益(22)31 28 (1)
綜合收益$2,244 $2,375 $4,996 $5,605 
加拿大自然資源有限公司
3
2024年9月30日結束的三個季度和九個月


合併股東權益變動表
九個月結束

(加拿大元,未經審計)
單張債券9月30日
2024
9月30日
2023
股本
12
  
期初餘額
 $10,712 $10,294 
行權期權後發行 248 274 
之前確認的,用於普通股認股期權行使的責任 315 302 
在正常 course 買盤中購買普通股份(225)(216)
期末餘額
 11,050 10,654 
保留盈餘   
期初餘額
 28,948 27,672 
淨收益 4,968 5,606 
普通股股息
12
(3,354)(2,953)
在正常 course 買盤中購買普通股份,包括稅款
12
(1,915)(1,553)
期末餘額
 28,647 28,772 
累計其他綜合收益
13
  
期初餘額
 172 209 
其他綜合收益(虧損),稅後淨額 28 (1)
期末餘額
 200 208 
股東權益 $39,897 $39,634 
加拿大自然資源有限公司
4
2024年9月30日結束的三個季度和九個月


綜合現金流量表
三個月之內結束九個月結束
(加拿大元,未經審計)單張債券9月30日
2024
9月30日
2023
9月30日
2024
9月30日
2023
經營活動   
淨收益 $2,266 $2,344 $4,968 $5,606 
非現金項目  
折耗、折舊和攤銷
4,5,6
1,598 1,537 4,780 4,352 
股權酬金 (46)298 235 434 
資產養老責任累計 97 92 291 275 
未實現風險管理損失 13 19 
未實現的外匯匯率(損)益 (148)250 106 16 
投資收益
7
 (41)(50)(74)
遞延所得稅費用 154 201 195 227 
償還美元債務證券實現的匯率損失 — 135 — 
放棄支出
10
(204)(123)(495)(360)
其他 (35)25 (44)22 
非現金流動資金的淨變化(680)(1,088)(180)(2,979)
經營活動現金流 3,002 3,498 9,954 7,538 
籌資活動   
銀行信貸和商業票據的償還問題,淨值
9
 (731) 202 
償還中期票據
9
 — (320)(11)
償還美元債務證券
9
 — (688)— 
租賃負債支付
6
(84)(71)(241)(206)
行使股票期權發行普通股
12
21 84 248 274 
普通股股息(1,118)(984)(3,319)(2,911)
在正常發行人收購中購買普通股
12
(741)(594)(2,109)(1,769)
用於籌資活動的現金流量(1,922)(2,296)(6,429)(4,421)
投資活動   
勘探和評估資產的淨(支出)收益
4,18
(8)(73)(32)
物業、廠房和設備的淨支出
5,18
(1,341)(1,111)(4,010)(3,902)
投資淨收入
7
 — 575 — 
非現金流動資金的淨變化75 (91)(173)22 
投資活動產生的現金流量淨額 (1,274)(1,199)(3,681)(3,912)
現金及現金等價物的減少(增加)(194)(156)(795)
現金及現金等價物期初餘額915 122 877 920 
現金及現金等價物期末餘額 $721 $125 $721 $125 
長期負債利息支出淨額 $174 $187 $481 $490 
所得稅實際支出淨額 $322 $349 $957 $2,556 

加拿大自然資源有限公司
5
2024年9月30日結束的三個季度和九個月


財務報表註解
(除非另有說明,金額以加拿大元百萬計,未經審計)
1. 會計政策
加拿大自然資源有限公司("公司")是一家高級獨立的wti原油和天然氣勘探、開發和生產公司。該公司的勘探和生產業務主要集中在北美,主要在加拿大西部;北海的英國部分;以及非洲近海的科特迪瓦。
The Oil Sands Mining and Upgrading segment produces synthetic crude oil through bitumen mining and upgrading operations at Horizon Oil Sands ("Horizon") and through the Company's direct and indirect interest in the Athabasca Oil Sands Project ("AOSP").
Within Western Canada in the Midstream and Refining segment, the Company maintains certain activities that include pipeline operations, an electricity co-generation system and an investment in the North West Redwater Partnership ("NWRP"), a general partnership formed to upgrade and refine bitumen in the Province of Alberta.
The Company was incorporated in Alberta, Canada. The address of its registered office is 2100, 855 - 2 Street S.W., Calgary, Alberta, Canada.
These interim consolidated financial statements and the related notes have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34 "Interim Financial Reporting", following the same accounting policies as the audited consolidated financial statements of the Company as at December 31, 2023, except as disclosed in note 2. These interim consolidated financial statements contain disclosures that are supplemental to the Company's annual audited consolidated financial statements. Certain disclosures normally required to be included in the notes to the annual audited consolidated financial statements have been condensed. These interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2023.
Critical Accounting Estimates and Judgements
The Company has made estimates, assumptions, and judgements regarding certain assets, liabilities, revenues and expenses in the preparation of these interim consolidated financial statements, primarily related to unsettled transactions and events as of the date of these interim consolidated financial statements. Accordingly, actual results may differ from estimated amounts, and those differences may be material.
Common Share Split and Comparative Figures
At the Company's Annual and Special Meeting held on May 2, 2024, shareholders passed a Special Resolution approving a two for one common share split effective for shareholders of record as of market close on June 3, 2024. On June 10, 2024, shareholders of record received one additional share for every one common share held, with common shares trading on a split-adjusted basis beginning June 11, 2024. Common share, per common share, dividend, and stock option amounts for periods prior to the two for one common share split have been updated to reflect the common share split.
2. CHANGE IN ACCOUNTING POLICIES
In January 2020, the IASB issued amendments to IAS 1 "Presentation of Financial Statements" to clarify that liabilities are classified as either current or non-current, depending on the existence of the substantive right at the end of the reporting period for an entity to defer settlement of the liability for at least twelve months after the reporting period. In October 2022, the IASB issued further amendments to specify that the classification of debt as current or non-current at the reporting date is not affected by covenants to be complied with after the reporting date. The amendments were adopted on January 1, 2024 and had no impact on the Company's interim consolidated financial statements.
Canadian Natural Resources Limited
6
Three and nine months ended September 30, 2024


3. ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
In April 2024, the IASB issued IFRS 18 "Presentation and Disclosure in Financial Statements", which provides presentation and disclosure requirements for the primary financial statements and related notes, replacing IAS 1 “Presentation of Financial Statements". IFRS 18 introduces defined categories for income and expenses and requires disclosure of new defined subtotals, including operating profit. The new standard also requires additional notes for management performance measures and disclosure of certain expenses by nature. There are some associated changes to the statement of cash flows, including the starting point for the calculation of cash flows from operating activities and the categorization of interest and dividends. IFRS 18 is effective January 1, 2027, with early adoption permitted. The new standard is required to be adopted retrospectively. The Company is assessing the impact of IFRS 18 on the Company’s consolidated financial statements.
In May 2024, the IASB issued amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" to clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled using an electronic payment system. The amendments also clarify the requirements for assessing whether a financial asset meets the solely payments of principal and interest criterion, and adds disclosure requirements for financial instruments with certain contingent features and for equity investments designated at fair value through other comprehensive income. The amendments are effective January 1, 2026, with early adoption permitted. The amendments are required to be adopted retrospectively by adjusting the opening balance of financial assets, financial liabilities and retained earnings at the date of adoption. The Company is assessing the impact of the amendments on the Company’s consolidated financial statements.
4. EXPLORATION AND EVALUATION ASSETS
         Exploration and ProductionOil Sands
Mining and
Upgrading
Total
 North
America
North
Sea
Offshore
Africa
  
Cost     
At December 31, 2023$2,031 $— $100 $77 $2,208 
Additions, net76  (3) 73 
Transfers to property, plant and equipment(37)   (37)
Derecognitions and other (1)
  (62) (62)
At September 30, 2024$2,070 $ $35 $77 $2,182 
(1)In connection with the Company’s notice of withdrawal from Block 11B/12B in South Africa in the second quarter of 2024, the Company derecognized $62 million of exploration and evaluation assets through depletion, depreciation and amortization expense.
Canadian Natural Resources Limited
7
Three and nine months ended September 30, 2024


5. PROPERTY, PLANT AND EQUIPMENT
 Exploration and ProductionOil Sands
Mining and
Upgrading
Midstream and
Refining
Head
Office
Total
 North
America
North
Sea
Offshore
Africa
    
Cost       
At December 31, 2023$83,483 $8,606 $4,409 $49,375 $484 $566 $146,923 
Additions2,344 36 122 1,489 10 28 4,029 
Transfers from exploration and evaluation assets37      37 
Derecognitions (1)
(452)  (381)  (833)
Foreign exchange adjustments and other 196 99    295 
At September 30, 2024$85,412 $8,838 $4,630 $50,483 $494 $594 $150,451 
Accumulated depletion and depreciation     
At December 31, 2023$58,840 $8,382 $3,358 $11,105 $213 $444 $82,342 
Expense2,754 41 155 1,511 12 19 4,492 
Derecognitions (1)
(452)  (381)  (833)
Foreign exchange adjustments and other19 192 81 21   313 
At September 30, 2024$61,161 $8,615 $3,594 $12,256 $225 $463 $86,314 
Net book value
At September 30, 2024$24,251 $223 $1,036 $38,227 $269 $131 $64,137 
At December 31, 2023$24,643 $224 $1,051 $38,270 $271 $122 $64,581 
(1)An asset is derecognized when no future economic benefits are expected to arise from its continued use or disposal.
On October 7, 2024, the Company announced that it had entered into an agreement to acquire, subject to regulatory approvals, from Chevron Canada Limited ("Chevron"), its 20% interest in AOSP and its 70% operated working interest in light crude oil and liquids rich assets in the Duvernay play in Alberta for total cash consideration of US$6.5 billion, before closing adjustments. The agreement also includes the acquisition of additional working interests in a number of other non-producing oil sands leases. The acquisitions are targeted to close in the fourth quarter of 2024.
Canadian Natural Resources Limited
8
Three and nine months ended September 30, 2024


6. LEASES
Lease assets
Product
transportation
and storage
Field
equipment
and power
Offshore
vessels and
equipment
Office leases
and other
Total
At December 31, 2023$840 $482 $71 $65 $1,458 
Additions5 71 32 66 174 
Depreciation(70)(101)(40)(15)(226)
Foreign exchange adjustments and other (1)2 (3)(2)
At September 30, 2024$775 $451 $65 $113 $1,404 
Lease liabilities
The Company measures its lease liabilities at the discounted value of its lease payments during the lease term. Lease liabilities as at September 30, 2024 were as follows:
 Sep 30
2024
Dec 31
2023
Lease liabilities $1,488 $1,555 
Less: current portion259 298 
 $1,229 $1,257 
Total cash outflows for leases for the three months ended September 30, 2024, including payments related to short-term leases not reported as lease assets, were $332 million (three months ended September 30, 2023 – $345 million; nine months ended September 30, 2024 – $987 million; nine months ended September 30, 2023 – $1,023 million). Interest expense on leases for the three months ended September 30, 2024 was $18 million (three months ended September 30, 2023 – $16 million; nine months ended September 30, 2024 – $53 million; nine months ended September 30, 2023 – $48 million).
7. INVESTMENTS
During the second quarter of 2024, the Company sold its 22.6 million common share investment in PrairieSky Royalty Ltd. ("PrairieSky") for $25.65 per common share with net proceeds, after fees and expenses, of $575 million. During the nine months ended September 30, 2024, the Company realized a $50 million gain on the investment in PrairieSky and dividend income of $6 million.
8. OTHER LONG-TERM ASSETS
 Sep 30
2024
Dec 31
2023
Long-term prepayments, contracts and other (1)
$295 $279 
Prepaid cost of service tolls161 179 
Long-term inventory187 141 
Risk management (note 16)
7 13 
 650 612 
Less: current portion67 71 
 $583 $541 
(1)Includes physical product sales contracts, accrued interest on the deferred PRT recovery, and the unamortized portion of the Company's share bonus program.
The Company has a 50% equity investment in NWRP. NWRP operates a 50,000 barrels per day bitumen upgrader and refinery that processes approximately 12,500 barrels per day of bitumen feedstock for the Company (25% toll payer) and 37,500 barrels per day of bitumen feedstock for the Alberta Petroleum Marketing Commission ("APMC") (75% toll payer), an agent of the Government of Alberta. The Company is unconditionally obligated to pay its 25% pro rata share of the debt component of the monthly fee-for-service toll over the 40-year tolling period until 2058 (note 17). Sales of diesel and refined products and associated refining tolls are recognized in the Midstream and Refining segment (note 18).
Canadian Natural Resources Limited
9
Three and nine months ended September 30, 2024


During the third quarter of 2024, NWRP repaid $500 million of 3.20% series A bonds.
During the second quarter of 2024, NWRP issued $700 million of 4.85% series P bonds due June 1, 2034 and $600 million of 5.08% series Q bonds due June 1, 2054. Additionally, NWRP extended its revolving credit facility originally maturing June 2025 to June 2027, and reduced the capacity from $2,175 million to $1,900 million. NWRP also repaid $440 million on its non-revolving credit facility maturing June 2025, reducing the amount outstanding to $500 million.
The carrying value of the Company's interest in NWRP is $nil, and as at September 30, 2024, the cumulative unrecognized share of the equity loss and partnership distributions from NWRP was $510 million (December 31, 2023 – $555 million). For the three months ended September 30, 2024, the Company's recovery of its share of unrecognized equity losses was $6 million (nine months ended September 30, 2024 – recovery of unrecognized equity losses of $45 million; three months ended September 30, 2023 – recovery of unrecognized equity losses of $18 million; nine months ended September 30, 2023 – recovery of unrecognized equity losses of $1 million).
9. LONG-TERM DEBT
 Sep 30
2024
Dec 31
2023
Canadian dollar denominated debt, unsecured  
Medium-term notes$966 $1,286 
US dollar denominated debt, unsecured  
US dollar debt securities (September 30, 2024 – US$6,750 million;
December 31, 2023 – US$7,250 million)
9,115 9,573 
Long-term debt before transaction costs and original issue discounts, net10,081 10,859 
Less: original issue discounts, net (1)
10 11 
transaction costs (1) (2)
42 49 
 10,029 10,799 
Less: current portion of long-term debt (1) (2)
1,618 980 
 $8,411 $9,819 
(1)The Company has included unamortized original issue discounts and premiums, and directly attributable transaction costs in the carrying amount of the outstanding debt.
(2)Transaction costs primarily represent underwriting commissions charged as a percentage of the related debt offerings, as well as legal, rating agency and other professional fees.
Bank Credit Facilities and Commercial Paper
As at September 30, 2024, the Company had undrawn revolving bank credit facilities of $5,450 million. Details of these facilities are described below. The Company also has certain other dedicated credit facilities supporting letters of credit.
a $100 million demand credit facility;
a $500 million revolving credit facility, maturing February 2025;
a $2,425 million revolving syndicated credit facility, maturing June 2025; and
a $2,425 million revolving syndicated credit facility, maturing June 2027.
Subsequent to September 30, 2024, the Company extended its revolving syndicated credit facility originally maturing June 2025 to June 2028.
Borrowings under the Company's credit facilities may be made by way of pricing referenced to CORRA, SOFR, US base rate or Canadian prime rate.
The Company's borrowings under its US commercial paper program are authorized up to a maximum of US$2,500 million.
The Company's weighted average interest rate on total long-term debt outstanding for the nine months ended September 30, 2024 was 4.9% (September 30, 2023 – 4.7%).
As at September 30, 2024, letters of credit and guarantees aggregating to $729 million were outstanding (December 31, 2023 – $446 million).
Canadian Natural Resources Limited
10
Three and nine months ended September 30, 2024


In connection with the agreement to acquire assets from Chevron and subsequent to September 30, 2024, the Company obtained a fully committed $4,000 million non-revolving term loan facility. This facility matures three years from the closing date of the acquisitions. The Company also issued letters of credit of US$650 million that will be cancelled upon close.
Medium-Term Notes
During the second quarter of 2024, the Company repaid $320 million of 3.55% medium-term notes.
In July 2023, the Company filed a base shelf prospectus that allows for the offer for sale from time to time of up to $3,000 million of medium-term notes in Canada, which expires in August 2025. If issued, these securities may be offered in amounts and at prices, including interest rates, to be determined based on market conditions at the time of issuance.
US Dollar Debt Securities
During the second quarter of 2024, the Company repaid US$500 million of 3.80% US dollar debt securities.
In July 2023, the Company filed a base shelf prospectus that allows for the offer for sale from time to time of up to US$3,000 million of debt securities in the United States, which expires in August 2025. If issued, these securities may be offered in amounts and at prices, including interest rates, to be determined based on market conditions at the time of issuance.
10. OTHER LONG-TERM LIABILITIES
 Sep 30
2024
Dec 31
2023
Asset retirement obligations$7,543 $7,690 
Lease liabilities (note 6)
1,488 1,555 
Share-based compensation621 780 
Transportation and processing contracts64 87 
Risk management (note 16)
8 
Other 81 73 
 9,805 10,189 
Less: current portion1,420 1,503 
 $8,385 $8,686 
Asset Retirement Obligations
The Company's asset retirement obligations are expected to be settled on an ongoing basis over a period of approximately 60 years and discounted using a weighted average discount rate of 5.2% (December 31, 2023 – 5.2%) and inflation rates of up to 2% (December 31, 2023 – up to 2%). Reconciliations of the discounted asset retirement obligations were as follows:
 Sep 30
2024
Dec 31
2023
Balance – beginning of period
$7,690 $6,908 
Liabilities incurred21 25 
Liabilities disposed, net(2)— 
Liabilities settled(495)(509)
Asset retirement obligation accretion291 366 
Revision of cost, inflation and timing estimates (1)
 621 
Change in discount rates 314 
Foreign exchange adjustments38 (35)
Balance – end of period
7,543 7,690 
Less: current portion673 634 
 $6,870 $7,056 
(1)Includes normal course revisions of cost, inflation and timing estimates, as well as revisions related to cost estimate increases in 2023 on future abandonment of the Ninian field assets in the North Sea.
Canadian Natural Resources Limited
11
Three and nine months ended September 30, 2024


Share-Based Compensation
The liability for share-based compensation includes costs incurred under the Company's Stock Option Plan and Performance Share Unit ("PSU") plans. The Company's Stock Option Plan provides current employees with the right to elect to receive common shares or a cash payment in exchange for stock options surrendered. The PSU plan provides certain executive employees of the Company with the right to receive a cash payment, the amount of which is determined with reference to the value of the Company's shares, and by individual employee performance and the extent to which certain other performance measures are met.
The Company recognizes a liability for potential cash settlements under these plans. The current portion of the liability represents the maximum amount of the liability payable within the next twelve month period if all vested stock options and PSUs are settled in cash.
 Sep 30
2024
Dec 31
2023
Balance – beginning of period
$780 $832 
Share-based compensation expense235 491 
Cash payment for stock options surrendered and PSUs vested(82)(110)
Transferred to common shares(315)(435)
Other3 
Balance – end of period
621 780 
Less: current portion458 538 
 $163 $242 
11. INCOME TAXES
The provision for income tax was as follows:
Three Months EndedNine Months Ended
Expense (recovery)Sep 30
2024
Sep 30
2023
Sep 30
2024
Sep 30
2023
Current corporate income tax – North America (1)
$433 $587 $1,393 $1,366 
Current corporate income tax – North Sea(12)(11)(30)(9)
Current corporate income tax – Offshore Africa12 23 22 53 
Current PRT (2) – North Sea
(47)— (67)(45)
Other taxes3 (8)
Current income tax389 602 1,310 1,374 
Deferred corporate income tax120 195 148 203 
Deferred PRT (2) – North Sea
34 47 24 
Deferred income tax154 201 195 227 
Income tax$543 $803 $1,505 $1,601 
(1)Includes North America Exploration and Production, Oil Sands Mining and Upgrading, and Midstream and Refining segments.
(2)Petroleum Revenue Tax.
Canadian Natural Resources Limited
12
Three and nine months ended September 30, 2024


12. SHARE CAPITAL
Authorized
Preferred shares issuable in a series.
Unlimited number of common shares without par value.
 Nine Months Ended Sep 30, 2024
Issued Common Shares(1)
Number of shares
(thousands)
Amount
Balance – beginning of period
2,144,815 $10,712 
Issued upon exercise of stock options11,970 248 
Previously recognized liability on stock options exercised for common shares 315 
Purchase of common shares under Normal Course Issuer Bid(43,650)(225)
Balance – end of period
2,113,135 $11,050 
Dividends(1)
The Company has paid regular quarterly dividends in each year since 2001. The dividend policy undergoes periodic review by the Board of Directors and is subject to change.
On October 7, 2024, the Board of Directors approved a 7% increase in the quarterly dividend to $0.5625 per common share, beginning with the dividend payable on January 3, 2025. On February 28, 2024, the Board of Directors approved a 5% increase in the quarterly dividend to $0.525 per common share.
On November 1, 2023, the Board of Directors approved an 11% increase in the quarterly dividend to $0.50 per common share. On March 1, 2023, the Board of Directors approved a 6% increase in the quarterly dividend to $0.45 per common share.
Normal Course Issuer Bid(1)
On March 8, 2024, the Company's application was approved for a Normal Course Issuer Bid to purchase through the facilities of the Toronto Stock Exchange ("TSX"), alternative Canadian trading platforms, and the New York Stock Exchange, up to 180,462,858 common shares, representing 10% of the public float, over a 12-month period commencing March 13, 2024 and ending March 12, 2025.
For the nine months ended September 30, 2024, the Company purchased 43,650,000 common shares at a weighted average price of $48.33 per common share for a total cost, including tax, of $2,140 million. Retained earnings were reduced by $1,915 million, representing the excess of the purchase price of common shares over their average carrying value. Subsequent to September 30, 2024, up to and including October 29, 2024, the Company purchased 3,780,000 common shares at a weighted average price of $48.92 per common share for a total cost, including tax, of $188 million.
Share-Based Compensation – Stock Options(1)
The following table summarizes information relating to stock options outstanding as at September 30, 2024:
 Nine Months Ended Sep 30, 2024
 
Stock options
(thousands)
Weighted
 average
 exercise price
Outstanding – beginning of period
52,410 $26.80 
Granted15,392 $44.71 
Exercised for common shares(11,970)$20.75 
Surrendered for cash settlement(319)$22.17 
Forfeited(3,198)$29.23 
Outstanding – end of period
52,315 $33.33 
Exercisable – end of period
7,347 $24.49 
The Stock Option Plan is a "rolling 7%" plan, whereby the aggregate number of common shares that may be reserved for issuance under the plan shall not exceed 7% of the common shares outstanding from time to time.
(1)Common share, per common share, dividend, and stock option amounts have been updated to reflect the two for one common share split (note 1).
Canadian Natural Resources Limited
13
Three and nine months ended September 30, 2024


13. ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income, net of taxes, were as follows:
 Sep 30
2024
Sep 30
2023
Derivative financial instruments designated as cash flow hedges$70 $72 
Foreign currency translation adjustment130 136 
$200 $208 
14. CAPITAL DISCLOSURES
The Company has defined its capital to mean its long-term debt and consolidated shareholders' equity, as determined at each reporting date.
The Company's objectives when managing its capital structure are to maintain financial flexibility and balance to enable the Company to access capital markets to sustain its on-going operations and growth strategies. The Company primarily monitors capital on the basis of an internally derived financial measure referred to as its "debt to book capitalization ratio", which is the ratio of current and long-term debt less cash and cash equivalents divided by the sum of the carrying value of shareholders' equity plus current and long-term debt less cash and cash equivalents. The Company's internal targeted range for its debt to book capitalization ratio is 25% to 45%. The ratio may fall below or exceed the targeted range depending on the execution of the Company's capital program, commodity price and foreign currency volatility, and the timing of acquisitions. As at September 30, 2024, the ratio was below the target range at 18.9%.
Readers are cautioned that the debt to book capitalization ratio is not defined by IFRS and this financial measure may not be comparable to similar measures presented by other companies. Further, there are no assurances that the Company will continue to use this measure to monitor capital or will not alter the method of calculation of this measure in the future.
 Sep 30
2024
Dec 31
2023
Long-term debt$10,029 $10,799 
Less: cash and cash equivalents721 877 
Long-term debt, net$9,308 $9,922 
Total shareholders' equity$39,897 $39,832 
Debt to book capitalization18.9%19.9%
The Company is subject to a financial covenant that requires debt to book capitalization as defined in its credit facility agreements to not exceed 65%. As at September 30, 2024, the Company was in compliance with this covenant.
15. NET EARNINGS PER COMMON SHARE(1)
Three Months EndedNine Months Ended
  Sep 30
2024
Sep 30
2023
Sep 30
2024
Sep 30
2023
Weighted average common shares outstanding
– basic (thousands of shares)
2,119,970 2,180,263 2,131,767 2,190,366 
Effect of dilutive stock options (thousands of shares)13,093 21,323 15,417 21,960 
Weighted average common shares outstanding
– diluted (thousands of shares)
2,133,063 2,201,586 2,147,184 2,212,326 
Net earnings$2,266 $2,344 $4,968 $5,606 
Net earnings per common share– basic$1.07 $1.08 $2.33 $2.56 
 – diluted$1.06 $1.06 $2.31 $2.53 

(1)Common share, per common share, dividend, and stock option amounts have been updated to reflect the two for one common share split (note 1).
Canadian Natural Resources Limited
14
Three and nine months ended September 30, 2024


16. FINANCIAL INSTRUMENTS
The Company's financial instruments are comprised of cash and cash equivalents, accounts receivable, investments, risk management assets and liabilities, accounts payable, accrued liabilities, lease liabilities, and long-term debt. These financial instruments, with the exception of investments and risk management assets and liabilities, are classified as financial assets and liabilities at amortized cost. Investments are classified as financial assets at fair value through profit or loss. Risk management assets and liabilities are classified as derivatives held for trading or as cash flow hedges.
The estimated fair values of derivative financial instruments in Level 2 at each measurement date have been determined based on appropriate internal valuation methodologies and/or third party indications, including quoted forward prices for commodities, foreign exchange rates, interest yield curves and other volatility factors.
The changes in estimated fair values of derivative financial instruments included in the risk management asset (liability) were recognized in the financial statements as follows:
Asset (liability)Sep 30
2024
Dec 31
2023
Balance – beginning of period
$9 $
Net change in fair value of outstanding derivative financial instruments recognized in:
  
Risk management activities (1) (2)
(10)
Balance – end of period
(1)
Less: current portion(2)
 $1 $
(1)Risk management assets and liabilities are disclosed in note 8 and note 10, respectively.
(2)In the fourth quarter of 2023, the Company entered into 50,000 MMBtu/d of US$1.82 AECO fixed price financial contracts for the period of January to December 2024.
Net (gain) loss from risk management activities was as follows:
Three Months EndedNine Months Ended
 Sep 30
2024
Sep 30
2023
Sep 30
2024
Sep 30
2023
Net realized risk management (gain) loss$(21)$29 $22 $
Net unrealized risk management loss 13 19 
 $(21)$32 $35 $22 
The carrying amounts of the Company's financial instruments approximated their fair value, except for fixed rate long-term debt. The Company's financial instruments are categorized as Level 1 with the exception of risk management assets and liabilities, which are categorized as Level 2. There were no transfers between Level 1, 2, and 3 financial instruments. The fair values of the Company's fixed rate long-term debt is outlined below:
 Sep 30, 2024

Carrying amountLevel 1 Fair Value
Fixed rate long-term debt (1) (2)
$10,029 $10,251 
(1)The fair value of fixed rate long-term debt has been determined based on quoted market prices.
(2)Includes the current portion of fixed rate long-term debt.
Financial Risk Factors
The Company's financial risks are consistent with those discussed in notes 1, 4 and 19 of the Company's audited consolidated financial statements for the year ended December 31, 2023.
a) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company's market risk is comprised of commodity price risk, interest rate risk, and foreign currency exchange rate risk.
Canadian Natural Resources Limited
15
Three and nine months ended September 30, 2024


Commodity price risk management
The Company periodically uses commodity derivative financial instruments to manage its exposure to commodity price risk associated with the sale of its future crude oil and natural gas production and with natural gas purchases.
Interest rate risk management
The Company is exposed to interest rate price risk on its fixed rate long-term debt and to interest rate cash flow risk on its floating rate long-term debt. As at September 30, 2024, the Company had no interest rate swap contracts outstanding.
Foreign currency exchange rate risk management
The Company is exposed to foreign currency exchange rate risk in Canada primarily related to its US dollar denominated long-term debt, commercial paper and working capital. The Company is also exposed to foreign currency exchange rate risk on transactions conducted in other currencies and in the carrying value of its foreign subsidiaries.
As at September 30, 2024, the Company had US$1,514 million of foreign currency forward contracts outstanding (December 31, 2023 – US$1,003 million), with original terms of up to 90 days, all of which were designated as derivatives held for trading.
b) Credit risk
Credit risk is the risk that a party to a financial instrument will cause a financial loss to the Company by failing to discharge an obligation.
Counterparty credit risk management
The Company's accounts receivable are mainly with customers in the crude oil and natural gas industry and are subject to normal industry credit risks. The Company manages these risks by reviewing its exposure to individual companies on a regular basis and, where appropriate, ensuring that parental guarantees or letters of credit are in place to minimize the impact in the event of default. As at September 30, 2024, substantially all of the Company's accounts receivable were due within normal trade terms.
The Company is also exposed to possible losses in the event of nonperformance by counterparties to derivative financial instruments; however, the Company manages this credit risk by entering into agreements with counterparties that are substantially all investment grade financial institutions. The carrying amount of financial assets approximates the maximum credit exposure.
c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of liquidity risk requires the Company to maintain sufficient cash and cash equivalents, along with other sources of capital, consisting primarily of cash flow from operating activities, available credit facilities, commercial paper and access to debt capital markets, to meet obligations as they become due. The Company believes it has adequate bank credit facilities to provide liquidity to manage fluctuations in the timing of the receipt and/or disbursement of operating cash flows.
As at September 30, 2024, the maturity dates of the Company's financial liabilities were as follows:
 Less than
1 year
1 to less than
2 years
2 to less than
5 years
Thereafter
Accounts payable$1,152 $— $— $— 
Accrued liabilities$3,735 $— $— $— 
Long-term debt (1)
$1,618 $— $2,355 $6,108 
Other long-term liabilities (2)
$267 $196 $395 $638 
Interest and other financing expense (3)
$540 $493 $1,246 $3,116 
(1)Long-term debt represents principal repayments only and does not reflect interest, original issue discounts and premiums or transaction costs.
(2)Lease payments included within other long-term liabilities reflect principal payments only and are as follows; less than one year, $259 million; one to less than two years, $196 million; two to less than five years, $395 million; and thereafter, $638 million.
(3)Includes interest and other financing expense on long-term debt and other long-term liabilities. Payments were estimated based upon applicable interest and foreign exchange rates as at September 30, 2024.
Canadian Natural Resources Limited
16
Three and nine months ended September 30, 2024


17. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company has committed to certain payments. The following table summarizes the Company's commitments as at September 30, 2024:
 Remaining 20242025202620272028Thereafter
Product transportation, purchases and processing (1) (2)
$480 $2,079 $1,995 $1,907 $1,805 $20,064 
North West Redwater Partnership service toll (3)
$37 $144 $125 $109 $111 $4,500 
Offshore vessels and equipment $11 $35 $— $— $— $— 
Field equipment and power$18 $25 $23 $23 $23 $193 
Other$34 $111 $111 $21 $22 $268 
(1)The Company's commitment for the 20-year product transportation agreement on the Trans Mountain Expansion ("TMX") pipeline reflects interim tolls approved by the Canada Energy Regulator in the fourth quarter of 2023, and is subject to change pending the approval of final tolls.
(2)During the third quarter of 2024, the Company increased its commitment on the TMX pipeline by an incremental 75,000 bbl/d over a 20-year period.
(3)Pursuant to the processing agreements, the Company pays its 25% pro rata share of the debt component of the monthly fee-for-service toll. Included in the toll is $2,416 million of interest payable over the 40-year tolling period, ending in 2058 (note 8).
In addition to the commitments disclosed above, the Company has entered into various agreements related to the engineering, procurement and construction of its various development projects. These contracts can be cancelled by the Company upon notice without penalty, subject to the costs incurred up to and in respect of the cancellation.
The Company is defendant and plaintiff in a number of legal actions arising in the normal course of business. In addition, the Company is subject to certain contractor construction claims. The Company believes that any liabilities that might arise pertaining to any such matters would not have a material effect on its consolidated financial position.

Canadian Natural Resources Limited
17
Three and nine months ended September 30, 2024


18. SEGMENTED INFORMATION
 North AmericaNorth SeaOffshore AfricaTotal Exploration and Production
Three Months EndedNine Months EndedThree Months EndedNine Months EndedThree Months EndedNine Months EndedThree Months EndedNine Months Ended
Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30
(millions of Canadian dollars, unaudited)2024202320242023202420232024202320242023202420232024202320242023
Segmented product sales
Crude oil and NGLs4,357 5,135 13,910 12,924 93 78 365 272 203 138 367 401 4,653 5,351 14,642 13,597 
Natural gas224 543 1,001 1,815 1 4 11 13 34 38 236 557 1,039 1,858 
Other income and revenue (1)
(3)(10) — 4 — 2 — 3 (1)(3)12 
Total segmented product sales4,578 5,679 14,901 14,744 94 79 373 277 216 151 404 446 4,888 5,909 15,678 15,467 
Less: royalties(696)(863)(2,120)(1,858) — (1)(1)(11)(11)(20)(39)(707)(874)(2,141)(1,898)
Segmented revenue3,882 4,816 12,781 12,886 94 79 372 276 205 140 384 407 4,181 5,035 13,537 13,569 
Segmented expenses      
Production777 867 2,490 2,787 101 61 319 213 46 30 86 94 924 958 2,895 3,094 
Transportation, blending and feedstock1,309 1,324 4,575 4,278 3 9   1,312 1,326 4,584 4,285 
Depletion, depreciation and amortization 924 947 2,821 2,708 17 12 58 28 96 47 251 147 1,037 1,006 3,130 2,883 
Asset retirement obligation accretion58 59 173 176 16 11 48 34 2 6 76 72 227 216 
Risk management loss (commodity derivatives)1 — 7 17  —  —  —  — 1 — 7 17 
Total segmented expenses3,069 3,197 10,066 9,966 137 85 434 281 144 80 343 248 3,350 3,362 10,843 10,495 
Segmented earnings (loss)813 1,619 2,715 2,920 (43)(6)(62)(5)61 60 41 159 831 1,673 2,694 3,074 
Non-segmented expenses
Administration      
Share-based compensation      
Interest and other financing expense      
Risk management (gain) loss (other)      
Foreign exchange (gain) loss      
Gain from investments
Total non-segmented expenses      
Earnings before taxes      
Current income tax      
Deferred income tax      
Net earnings      
Canadian Natural Resources Limited
18
Three and nine months ended September 30, 2024


 Oil Sands Mining and UpgradingMidstream and Refining Inter–segment
elimination and other
 
Total
Three Months EndedNine Months EndedThree Months EndedNine Months EndedThree Months EndedNine Months EndedThree Months EndedNine Months Ended
Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30Sep 30
(millions of Canadian dollars, unaudited)2024202320242023202420232024202320242023202420232024202320242023
Segmented product sales
Crude oil and NGLs (2)
5,208 5,591 13,901 13,619 20 20 61 56 62 (18)99 199 9,943 10,944 28,703 27,471 
Natural gas —  —  —  — 21 42 78 114 257 599 1,117 1,972 
Other income and revenue (1)
 (25)(3)191 237 620 690 11 11 201 219 625 713 
Total segmented product sales5,208 5,566 13,898 13,621 211 257 681 746 94 30 188 322 10,401 11,762 30,445 30,156 
Less: royalties(801)(993)(2,116)(1,843) —  —  —  — (1,508)(1,867)(4,257)(3,741)
Segmented revenue4,407 4,573 11,782 11,778 211 257 681 746 94 30 188 322 8,893 9,895 26,188 26,415 
Segmented expenses
Production935 1,003 2,902 3,042 78 74 245 243 12 14 43 45 1,949 2,049 6,085 6,424 
Transportation, blending and feedstock (2)
794 768 2,044 1,900 169 183 521 498 70 12 135 270 2,345 2,289 7,284 6,953 
Depletion, depreciation and amortization 556 527 1,637 1,457 5 13 12  —  — 1,598 1,537 4,780 4,352 
Asset retirement obligation accretion21 20 64 59  —  —  —  — 97 92 291 275 
Risk management loss (commodity derivatives) —  —  —  —  —  — 1 — 7 17 
Total segmented expenses2,306 2,318 6,647 6,458 252 261 779 753 82 26 178 315 5,990 5,967 18,447 18,021 
Segmented earnings (loss)2,101 2,255 5,135 5,320 (41)(4)(98)(7)12 10 2,903 3,928 7,741 8,394 
Non-segmented expenses
Administration      126 108 376 333 
Share-based compensation      (46)298 235 434 
Interest and other financing expense      154 187 450 519 
Risk management (gain) loss (other)      (22)32 28 
Foreign exchange (gain) loss      (118)202 235 (14)
Gain from investments (46)(56)(90)
Total non-segmented expenses94 781 1,268 1,187 
Earnings before taxes      2,809 3,147 6,473 7,207 
Current income tax      389 602 1,310 1,374 
Deferred income tax      154 201 195 227 
Net earnings      2,266 2,344 4,968 5,606 
(1)Includes the sale of diesel and other refined products in the Midstream and Refining segment, and other income.
(2)Includes blending and feedstock costs associated with the processing of third party bitumen and other purchased feedstock in the Oil Sands Mining and Upgrading segment.
Canadian Natural Resources Limited
19
Three and nine months ended September 30, 2024


Capital Expenditures(1)
Nine Months Ended
 Sep 30, 2024Sep 30, 2023
 Net expenditures
Non-cash
and fair value changes (2)
Capitalized
 costs
Net expenditures
Non-cash
and fair value changes (2)
Capitalized
 costs
Exploration and evaluation assets      
Exploration and Production      
North America $76 $(37)$39 $31 $(31)$— 
Offshore Africa (3)(62)(65)— 
 73 (99)(26)32 (31)
Property, plant and equipment      
Exploration and Production      
North America2,325 (396)1,929 2,260 (392)1,868 
North Sea36  36 22 — 22 
Offshore Africa122  122 112 — 112 
 2,483 (396)2,087 2,394 (392)2,002 
Oil Sands Mining and Upgrading 1,489 (381)1,108 1,479 (386)1,093 
Midstream and Refining 10  10 — 
Head Office28  28 23 — 23 
 4,010 (777)3,233 3,902 (778)3,124 
$4,083 $(876)$3,207 $3,934 $(809)$3,125 
(1)This table provides a reconciliation of capitalized costs, reported in note 4 and note 5, to net expenditures reported in the investing activities section of the statements of cash flows. The reconciliation excludes the impact of foreign exchange adjustments.
(2)Derecognitions, asset retirement obligations, transfer of exploration and evaluation assets, and other fair value adjustments.

Segmented Assets
 Sep 30
2024
Dec 31
2023
Exploration and Production  
North America$29,650 $30,058 
North Sea488 602 
Offshore Africa1,268 1,380 
Other54 32 
Oil Sands Mining and Upgrading42,372 42,865 
Midstream and Refining1,027 856 
Head Office222 162 
 $75,081 $75,955 
Canadian Natural Resources Limited
20
Three and nine months ended September 30, 2024


SUPPLEMENTARY INFORMATION
INTEREST COVERAGE RATIOS
The following financial ratios are provided in connection with the Company's continuous offering of medium-term notes pursuant to the short form prospectus dated July 2023. These ratios are based on the Company's interim consolidated financial statements that are prepared in accordance with accounting principles generally accepted in Canada.
Interest coverage ratios for the twelve month period ended September 30, 2024:
Interest coverage (times)
Net earnings (1)
17.6x
Adjusted funds flow (2)
30.8x
(1)Net earnings plus income taxes and interest expense; divided by interest expense.
(2)Adjusted funds flow (as defined in the Company's Management's Discussion and Analysis), plus current income taxes and interest expense; divided by interest expense.
Canadian Natural Resources Limited
21
Three and nine months ended September 30, 2024