EX-99.3 4 a09302018q3fs.htm EXHIBIT 99.3 Exhibit
CONSOLIDATED BALANCE SHEETS
As at
Note
 
Sep 30
2018

 
Dec 31
2017

(millions of Canadian dollars, unaudited)
 
ASSETS
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
 
 
$
296


$
137

Accounts receivable
 
 
1,977

 
2,397

Current income taxes receivable
 
 
—

 
322

Inventory
 
 
1,118

 
894

Prepaids and other
 
 
293

 
175

Investments
7
 
658

 
893

Current portion of other long-term assets
8
 
63

 
79

 
 
 
4,405

 
4,897

Exploration and evaluation assets
4
 
2,990

 
2,632

Property, plant and equipment
5
 
64,705

 
65,170

Other long-term assets
8
 
1,244

 
1,168

 
 
 
$
73,344

 
$
73,867

 
 
 
 
 
 
LIABILITIES
 
 
 

 
 

Current liabilities
 
 
 

 
 

Accounts payable
 
 
$
1,008

 
$
775

Accrued liabilities
 
 
2,558

 
2,597

Current income taxes payable
 
 
396

 
—

Current portion of long-term debt
9
 
500

 
1,877

Current portion of other long-term liabilities
10
 
332

 
1,012

 
 
 
4,794

 
6,261

Long-term debt
9
 
19,233

 
20,581

Other long-term liabilities
10
 
4,614

 
4,397

Deferred income taxes
 
 
11,310

 
10,975

 
 
 
39,951

 
42,214

SHAREHOLDERS’ EQUITY
 
 
 

 
 

Share capital
12
 
9,393

 
9,109

Retained earnings
 
 
24,033

 
22,612

Accumulated other comprehensive loss
13
 
(33
)
 
(68
)
 
 
 
33,393

 
31,653

 
 
 
$
73,344

 
$
73,867

Commitments and contingencies (note 17).

Approved by the Board of Directors on October 31, 2018.


Canadian Natural Resources Limited
1
Nine Months Ended September 30, 2018

CONSOLIDATED STATEMENTS OF EARNINGS
 
 
 
Three Months Ended
 
 
Nine Months Ended
(millions of Canadian dollars, except per
 common share amounts, unaudited)
Note
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Product sales
 
 
$
6,327

 
$
4,725

 
 
$
18,451

 
$
12,844

Less: royalties
 
 
(428
)
 
(259
)
 
 
(1,126
)
 
(705
)
Revenue
 
 
5,899

 
4,466

 
 
17,325

 
12,139

Expenses
 
 
 
 
 
 
 
 
 
 
Production
 
 
1,585

 
1,597

 
 
4,837

 
4,011

Transportation, blending and feedstock
 
 
1,031

 
863

 
 
3,325

 
2,368

Depletion, depreciation and amortization
5
 
1,306

 
1,271

 
 
3,833

 
3,780

Administration
 
 
77

 
73

 
 
234

 
235

Share-based compensation
10
 
(85
)
 
114

 
 
2

 
37

Asset retirement obligation accretion
10
 
47

 
44

 
 
140

 
119

Interest and other financing expense
 
 
180

 
183

 
 
560

 
462

Risk management activities
16
 
(29
)
 
104

 
 
(116
)
 
33

Foreign exchange (gain) loss
 
 
(168
)
 
(367
)
 
 
281

 
(770
)
Gain on acquisition, disposition and revaluation of properties
4, 5, 6
 
(272
)
 
(114
)
 
 
(411
)
 
(379
)
Loss (gain) from investments
7, 8
 
82

 
(84
)
 
 
219

 
(28
)
 
 
 
3,754

 
3,684

 
 
12,904

 
9,868

Earnings before taxes
 
 
2,145

 
782

 
 
4,421

 
2,271

Current income tax expense (recovery)
11
 
197

 
(50
)
 
 
608

 
(76
)
Deferred income tax expense
11
 
146

 
148

 
 
446

 
346

Net earnings
 
 
$
1,802

 
$
684

 
 
$
3,367

 
$
2,001

Net earnings per common share
 
 
 

 
 

 
 
 
 
 
Basic
15
 
$
1.48

 
$
0.56

 
 
$
2.75

 
$
1.72

Diluted
15
 
$
1.47

 
$
0.56

 
 
$
2.74

 
$
1.71



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended
 
 
Nine Months Ended
(millions of Canadian dollars, unaudited)
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Net earnings
 
$
1,802

 
$
684

 
 
$
3,367

 
$
2,001

Items that may be reclassified subsequently to net earnings
 
 
 
 
 
 
 
 
 
Net change in derivative financial instruments
designated as cash flow hedges
 
 

 
 

 
 
 
 
 
Unrealized income (loss) during the period, net of taxes of
$1 million (2017 – $3 million) – three months ended;
$1 million (2017 – $9 million) – nine months ended
 
8

 
21

 
 
(7
)
 
60

Reclassification to net earnings, net of taxes of
$2 million (2017 – $1 million) – three months ended;
$5 million (2017 – $4 million) – nine months ended
 
(9
)
 
(7
)
 
 
(31
)
 
(29
)
 
 
(1
)
 
14

 
 
(38
)
 
31

Foreign currency translation adjustment
 
 

 
 

 
 
 
 
 
Translation of net investment
 
(44
)
 
(83
)
 
 
73

 
(158
)
Other comprehensive (loss) income, net of taxes
 
(45
)
 
(69
)
 
 
35

 
(127
)
Comprehensive income
 
$
1,757

 
$
615

 
 
$
3,402

 
$
1,874



Canadian Natural Resources Limited
2
Nine Months Ended September 30, 2018

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
 
 
Nine Months Ended

(millions of Canadian dollars, unaudited)
Note
 
Sep 30
2018

 
Sep 30
2017

Share capital
12
 
 
 
 
Balance – beginning of period
 
 
$
9,109

 
$
4,671

Issued for the acquisition of AOSP and other assets (1)
6
 
—

 
3,818

Issued upon exercise of stock options
 
 
320

 
280

Previously recognized liability on stock options exercised for common shares
 
 
118

 
75

Purchase of common shares under Normal Course Issuer Bid
 
 
(154
)
 
—

Balance – end of period
 
 
9,393

 
8,844

Retained earnings
 
 
 

 
 

Balance – beginning of period
 
 
22,612

 
21,526

Net earnings
 
 
3,367

 
2,001

Purchase of common shares under Normal Course Issuer Bid
12
 
(720
)
 
—

Dividends on common shares
12
 
(1,226
)
 
(975
)
Balance – end of period
 
 
24,033

 
22,552

Accumulated other comprehensive income
13
 
 

 
 

Balance – beginning of period
 
 
(68
)
 
70

Other comprehensive income (loss), net of taxes
 
 
35

 
(127
)
Balance – end of period
 
 
(33
)
 
(57
)
Shareholders’ equity
 
 
$
33,393

 
$
31,339

(1)
In connection with the acquisition of direct and indirect interests in the Athabasca Oil Sands Project ("AOSP") and other assets, the Company issued non-cash share consideration of $3,818 million in the second quarter of 2017. See note 6.


Canadian Natural Resources Limited
3
Nine Months Ended September 30, 2018

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Three Months Ended
 
 
Nine Months Ended
(millions of Canadian dollars, unaudited)
Note
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Operating activities
 
 
 
 
 
 
 
 
 
 
Net earnings
 
 
$
1,802

 
$
684

 
 
$
3,367

 
$
2,001

Non-cash items
 
 
 

 
 
 
 
 
 
 
Depletion, depreciation and amortization
 
 
1,306

 
1,271

 
 
3,833

 
3,780

Share-based compensation
 
 
(85
)
 
114

 
 
2

 
37

Asset retirement obligation accretion
 
 
47

 
44

 
 
140

 
119

Unrealized risk management (gain) loss
 
 
(21
)
 
8

 
 
(62
)
 
(38
)
Unrealized foreign exchange (gain) loss
 
 
(182
)
 
(404
)
 
 
158

 
(819
)
Realized foreign exchange loss on repayment of US dollar debt securities
 
 
—

 
—

 
 
146

 
—

Loss (gain) from investments
7, 8
 
89

 
(76
)
 
 
240

 
(7
)
Deferred income tax expense
 
 
146

 
148

 
 
446

 
346

Gain on acquisition, disposition and revaluation of properties
4, 5, 6
 
(272
)
 
(114
)
 
 
(411
)
 
(379
)
Other
 
 
(20
)
 
(6
)
 
 
(5
)
 
(13
)
Abandonment expenditures
 
 
(57
)
 
(65
)
 
 
(197
)
 
(211
)
Net change in non-cash working capital
 
 
889

 
918

 
 
1,067

 
1,008

 
 
 
3,642

 
2,522

 
 
8,724

 
5,824

Financing activities
 
 
 

 
 

 
 
 
 
 
(Repayment) issue of bank credit facilities and commercial paper, net
9
 
(1,468
)
 
(22
)
 
 
(1,847
)
 
2,612

Issue of medium-term notes, net
9
 
—

 
—

 
 
—

 
1,791

(Repayment) issue of US dollar debt securities, net
9
 
—

 
—

 
 
(1,236
)
 
2,733

Issue of common shares on exercise of stock options
 
 
47

 
56

 
 
320

 
280

Purchase of common shares under Normal Course Issuer Bid
 
 
(433
)
 
—

 
 
(874
)
 
—

Dividends on common shares
 
 
(409
)
 
(334
)
 
 
(1,156
)
 
(917
)
 
 
 
(2,263
)
 
(300
)
 
 
(4,793
)
 
6,499

Investing activities
 
 
 

 
 

 
 
 
 
 
Net expenditures on exploration and evaluation assets
 
 
(297
)
 
(67
)
 
 
(361
)
 
(108
)
Net expenditures on property, plant and equipment
 
 
(1,119
)
 
(1,962
)
 
 
(2,992
)
 
(3,510
)
Acquisition of AOSP and other assets, net of cash acquired (1)
6
 
—

 
—

 
 
—

 
(8,630
)
Investment in other long-term assets
 
 
—

 
(21
)
 
 
(28
)
 
(44
)
Net change in non-cash working capital
 
 
151

 
90

 
 
(391
)
 
264

 
 
 
(1,265
)
 
(1,960
)
 
 
(3,772
)
 
(12,028
)
Increase in cash and cash equivalents
 
 
114

 
262

 
 
159

 
295

Cash and cash equivalents – beginning of period
 
 
182

 
50

 
 
137

 
17

Cash and cash equivalents – end of period
 
 
$
296

 
$
312

 
 
$
296

 
$
312

Interest paid, net
 
 
$
224

 
$
218

 
 
$
707

 
$
540

Income taxes received
 
 
$
(118
)
 
$
(479
)
 
 
$
(195
)
 
$
(804
)
(1)
The acquisition of AOSP in the second quarter of 2017 includes net working capital of $291 million and excludes non-cash share consideration of $3,818 million. See note 6.




Canadian Natural Resources Limited
4
Nine Months Ended September 30, 2018

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(tabular amounts in millions of Canadian dollars, unless otherwise stated, unaudited)
1. ACCOUNTING POLICIES
Canadian Natural Resources Limited (the “Company”) is a senior independent crude oil and natural gas exploration, development and production company. The Company’s exploration and production operations are focused in North America, largely in Western Canada; the United Kingdom (“UK”) portion of the North Sea; and Côte d’Ivoire, Gabon, and South Africa in Offshore Africa.
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, the Company maintains certain midstream activities that include pipeline operations, an electricity co-generation system and an investment in the North West Redwater Partnership ("Redwater Partnership"), a general partnership formed 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, 2017, 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 that are 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, 2017.
2. CHANGES IN ACCOUNTING POLICIES
IFRS 15 "Revenue from Contracts with Customers"
In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers” to provide guidance on the recognition of revenue and cash flows arising from an entity’s contracts with customers, and related disclosures. The new standard replaces several existing standards related to recognition of revenue and states that revenue should be recognized as performance obligations related to the goods or services delivered are settled. IFRS 15 also provides revenue accounting guidance for contract modifications and multiple-element contracts and prescribes additional disclosure requirements.
The Company adopted IFRS 15 on January 1, 2018 using the retrospective with cumulative effect method. There were no changes to reported net earnings or retained earnings as a result of adopting IFRS 15. Under the standard, the Company is required to provide additional disclosure of disaggregated revenue by major product type. In connection with adoption of the standard, the Company has reclassified certain comparative amounts in a manner consistent with the presentation adopted this period.
Upon adoption of IFRS 15, the Company applied the practical expedient such that contracts that were completed in the comparative periods have not been restated. Applying this expedient had no impact to the revenue recognized under the previous revenue accounting standard as all performance obligations had been met and the consideration had been determined.
Effective January 1, 2018, the Company’s accounting policy for Revenue is as follows:
Revenue from the sale of crude oil and NGLs and natural gas products is recognized when control of the product passes to the customer and it is probable that the Company will collect the consideration to which it is entitled. Control generally passes to the customer at the point in time when the product is delivered to a location specified in a contract. The Company assesses customer creditworthiness, both before entering into contracts and throughout the revenue recognition process.

Canadian Natural Resources Limited
5
Nine Months Ended September 30, 2018

Contracts for sale of the Company’s products generally have terms of less than a year, with certain contracts extending beyond one year. Contracts in North America generally specify delivery of crude oil and NGLs and natural gas throughout the term of the contract. Contracts in the North Sea and Offshore Africa generally specify delivery of crude oil at a point in time.
Sales of the Company’s crude oil and NGLs and natural gas products to customers are made pursuant to contracts based on prevailing commodity pricing at or near the time of delivery. Revenues are typically collected in the month following delivery and accordingly, the Company has elected to apply the practical expedient to not adjust consideration for the effects of a financing component. Purchases and sales of crude oil and NGLs and natural gas with the same counterparty, made to facilitate sales to customers or potential customers, that are entered into in contemplation of one another, are combined and recorded as non-monetary exchanges and measured at the net settlement amount.
Revenue in the consolidated statement of earnings represents the Company’s share of product sales net of royalty payments to governments and other mineral interest owners. The Company discloses the disaggregation of revenues from sales of crude oil and NGLs and natural gas in the segmented information in note 18.
IFRS 9 "Financial Instruments"
Effective January 1, 2014, the Company adopted the version of IFRS 9 “Financial Instruments” issued November 2013. In July 2014, the IASB issued amendments to IFRS 9 to include accounting guidance to assess and recognize impairment losses on financial assets based on an expected loss model.
The Company retrospectively adopted the amendment to IFRS 9 on January 1, 2018 and elected to apply the limited exemption in IFRS 9 relating to transition for impairment. Accordingly, provisions for impairment have not been restated in the comparative periods. Adoption of the amendment did not have a significant impact on the Company’s previous accounting for impairment of financial assets.
Effective January 1, 2018, the Company’s accounting policy for impairment of financial assets is as follows:
At each reporting date, on a forward looking basis, the Company assesses the expected credit losses associated with its debt instruments carried at amortized cost. For trade accounts receivable, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables. Credit risk is assessed based on the number of days the receivable has been outstanding and an internal credit assessment of the customer. Credit risk for longer-term receivables is assessed based on an internal credit assessment and where available, an external credit rating of the counterparty.

Canadian Natural Resources Limited
6
Nine Months Ended September 30, 2018

3. ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
In January 2016, the IASB issued IFRS 16 “Leases”, which provides guidance on accounting for leases. The new standard replaces IAS 17 “Leases” and related interpretations. IFRS 16 eliminates the distinction between operating leases and financing leases for lessees and requires the recognition of right-of-use assets and lease liabilities on the balance sheet. The Company will elect to apply the exemptions for mineral leases and for certain short-term leases and leases of low-value assets. These leases will not be required to be recognized on the balance sheet.
The new standard is effective January 1, 2019 and is required to be applied retrospectively, with a policy alternative of restating comparative prior periods or recognizing the cumulative adjustment in opening retained earnings at the date of adoption. The Company plans to adopt IFRS 16 on January 1, 2019 using the retrospective with cumulative effect method. The Company is in the process of reviewing its various arrangements, developing business and accounting processes, and making applicable changes to the Company's internal controls as a result of the new standard.
While the Company has not completed its quantitative analysis of the impacts of IFRS 16, the Company expects material increases in the assets and liabilities reported on the balance sheet. In addition, the Company expects the statement of earnings to be impacted for the amortization of right-of-use assets, interest expense, and lease recoveries from partners, with corresponding decreases in operating, transportation and administrative expenses. Under the new standard, cash outflows for repayment of the principal portion of the lease liability will be classified as cash flows from financing activities. The interest portion of the lease payments will continue to be classified as cash flows from operating activities.
4. EXPLORATION AND EVALUATION ASSETS
 
Exploration and Production
Oil Sands
Mining and Upgrading

Total

 
North America

North Sea

Offshore Africa

 
 
Cost
 
 
 
 
 
At December 31, 2017
$
2,282

$
—

$
91

$
259

$
2,632

Additions/Acquisitions
234

—

29

222

485

Transfers to property, plant and equipment
(119
)
—

—

—

(119
)
Disposals/derecognitions and other
(1
)
—

—

(7
)
(8
)
At September 30, 2018
$
2,396

$
—

$
120

$
474

$
2,990

During the nine months ended September 30, 2018, the Company acquired a number of exploration and evaluation properties in the Oil Sands Mining and Upgrading and North America Exploration and Production segments.
In the Oil Sands Mining and Upgrading segment, the Company acquired the Joslyn oil sands project including exploration and evaluation assets of $222 million and associated asset retirement obligations of $4 million. Total consideration of $218 million was comprised of $100 million cash on closing with the remaining balance paid equally over each of the next five years.
In the North America Exploration and Production segment, the Company completed the acquisition of Laricina Energy Ltd., including exploration and evaluation assets of $118 million and property, plant and equipment of $44 million. In addition, the Company also acquired cash of $24 million and deferred income tax assets of $168 million and assumed net working capital liabilities of $18 million, asset retirement obligations of $17 million and notes payable of $48 million. Total purchase consideration was $46 million, resulting in a pre-tax gain of $225 million on the acquisition, representing the excess of the fair value of the net assets acquired compared to total purchase consideration. The Company settled the notes payable immediately following the completion of the acquisition. The transaction was accounted for using the acquisition method of accounting.


Canadian Natural Resources Limited
7
Nine Months Ended September 30, 2018

5. PROPERTY, PLANT AND EQUIPMENT
 
Exploration and Production
 
Oil Sands
 Mining and Upgrading

 
Midstream

 
Head
Office

 
Total

 
North
America

 
North Sea

 
Offshore
Africa

 
 
 
 
 
 
 
 
Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
At December 31, 2017
$
64,816

 
$
7,126

 
$
4,881

 
$
42,084

 
$
428

 
$
414

 
$
119,749

Additions
2,009

 
293

 
129

 
761

 
11

 
14

 
3,217

Transfers from E&E assets
119

 
—

 
—

 
—

 
—

 
—

 
119

Disposals/derecognitions and other
(288
)
 
—

 
—

 
(127
)
 
—

 
—

 
(415
)
Foreign exchange adjustments and other
—

 
231

 
158

 
—

 
—

 
—

 
389

At September 30, 2018
$
66,656

 
$
7,650

 
$
5,168

 
$
42,718

 
$
439

 
$
428

 
$
123,059

Accumulated depletion and depreciation
 
 

 
 

 
 

 
 

 
 

At December 31, 2017
$
41,151

 
$
5,653

 
$
3,719

 
$
3,628

 
$
124

 
$
304

 
$
54,579

Expense
2,337

 
169

 
139

 
1,161

 
11

 
16

 
3,833

Disposals/derecognitions
(285
)
 
—

 
—

 
(127
)
 
—

 
—

 
(412
)
Foreign exchange adjustments and other
10

 
219

 
133

 
(8
)
 
—

 
—

 
354

At September 30, 2018
$
43,213

 
$
6,041

 
$
3,991

 
$
4,654

 
$
135

 
$
320

 
$
58,354

Net book value
 
 
 
 
 
 
 
 
 
 
 
 
 
 - at September 30, 2018
$
23,443

 
$
1,609

 
$
1,177

 
$
38,064

 
$
304

 
$
108

 
$
64,705

 - at December 31, 2017
$
23,665

 
$
1,473

 
$
1,162

 
$
38,456

 
$
304

 
$
110

 
$
65,170


Project costs not subject to depletion and depreciation
 
Sep 30
2018

 
Dec 31
2017

Kirby Thermal Oil Sands – North
 
$
1,300

 
$
944

During the nine months ended September 30, 2018, the Company acquired a number of producing crude oil and natural gas properties in the North America and North Sea Exploration and Production segments. These transactions were accounted for using the acquisition method of accounting. Gains reported on the acquisitions represent the excess of the fair value of the net assets acquired compared to total purchase consideration.
In North America Exploration and Production, excluding the impact of acquisitions disclosed in Note 4, the Company acquired property, plant and equipment for net cash consideration paid of $170 million and assumed associated asset retirement obligations of $13 million. No net deferred income tax liabilities were recognized on these net transactions. The Company recognized a pre-tax gain of $47 million on the transactions.
In connection with the acquisition of the remaining interest in certain operations in the North Sea Exploration and Production segment, the Company acquired $108 million of property, plant and equipment, for net proceeds received of $73 million. The Company also acquired net working capital of $7 million, assumed associated asset retirement obligations of $41 million and recognized net deferred income tax liabilities of $27 million related to temporary differences in the carrying amount of the acquired properties and their tax bases. The Company recognized a pre-tax gain of $120 million on the acquisition and a pre-tax revaluation gain of $19 million relating to its previously held interest.
The Company capitalizes construction period interest for qualifying assets based on costs incurred and the Company’s cost of borrowing. Interest capitalization to a qualifying asset ceases once the asset is substantially available for its intended use. For the nine months ended September 30, 2018, pre-tax interest of $50 million (September 30, 2017 – $64 million) was capitalized to property, plant and equipment using a weighted average capitalization rate of 3.9% (September 30, 2017 – 3.8%).

Canadian Natural Resources Limited
8
Nine Months Ended September 30, 2018

6. ACQUISITION OF INTERESTS IN THE ATHABASCA OIL SANDS PROJECT AND OTHER ASSETS
On May 31, 2017, the Company completed the acquisition of a direct and indirect 70% interest in AOSP from Shell Canada Limited and certain subsidiaries (“Shell”) and an affiliate of Marathon Oil Corporation (“Marathon"), including a 70% interest in the mining and extraction operations north of Fort McMurray, Alberta, 70% of the Scotford Upgrader and Quest Carbon Capture and Storage ("CCS") project, and a 100% working interest in the Peace River thermal in situ operations and Cliffdale heavy oil field, as well as other oil sands leases. The Company also assumed certain pipeline and other commitments. The Company consolidates its direct and indirect interest in the assets, liabilities, revenue and expenses of AOSP and other assets in proportion to the Company’s interests.
Total purchase consideration of $12,541 million was comprised of cash payments of $8,217 million, approximately 97.6 million common shares of the Company issued to Shell with a fair value of approximately $3,818 million, and deferred purchase consideration of $506 million (US$375 million) paid to Marathon in March 2018. The fair value of the Company's common shares was determined using the market price of the shares as at the acquisition date.
The acquisition has been accounted for as a business combination using the acquisition method of accounting. The fair value of the assets acquired and liabilities assumed was based on management's best estimate as at the acquisition date. The Company recognized a gain of $230 million, net of transaction costs of $3 million, representing the excess of the fair value of the net assets acquired compared to total purchase consideration.
7. INVESTMENTS
As at September 30, 2018, the Company had the following investments:
 
 
Sep 30
2018

 
Dec 31
2017

Investment in PrairieSky Royalty Ltd.
 
$
514

 
$
726

Investment in Inter Pipeline Ltd.
 
144

 
167

 
 
$
658

 
$
893

Investment in PrairieSky Royalty Ltd.
The Company’s investment of 22.6 million common shares of PrairieSky Royalty Ltd. ("PrairieSky") does not constitute significant influence, and is accounted for at fair value through profit or loss, remeasured at each reporting date. As at September 30, 2018, the Company’s investment in PrairieSky was classified as a current asset.
The loss (gain) from the investment in PrairieSky was comprised as follows:
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Fair value loss (gain) from PrairieSky
 
$
73

 
$
(53
)
 
 
$
212

 
$
1

Dividend income from PrairieSky
 
(5
)
 
(5
)
 
 
(13
)
 
(13
)
 
 
$
68

 
$
(58
)
 
 
$
199

 
$
(12
)
Investment in Inter Pipeline Ltd.
The Company's investment of 6.4 million common shares of Inter Pipeline Ltd. ("Inter Pipeline") does not constitute significant influence, and is accounted for at fair value through profit or loss, remeasured at each reporting date. As at September 30, 2018, the Company's investment in Inter Pipeline was classified as a current asset.
The loss (gain) from the investment in Inter Pipeline was comprised as follows:
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Fair value loss (gain) from Inter Pipeline
 
$
14

 
$
(3
)
 
 
$
23

 
$
24

Dividend income from Inter Pipeline
 
(2
)
 
(3
)
 
 
(8
)
 
(8
)
 
 
$
12

 
$
(6
)
 
 
$
15

 
$
16


Canadian Natural Resources Limited
9
Nine Months Ended September 30, 2018

8. OTHER LONG-TERM ASSETS
 
 
Sep 30
2018

 
Dec 31
2017

Investment in North West Redwater Partnership
 
$
287

 
$
292

North West Redwater Partnership subordinated debt (1)
 
577

 
510

Risk management (note 16)
 
237

 
204

Other
 
206

 
241

 
 
1,307

 
1,247

Less: current portion
 
63

 
79

 
 
$
1,244

 
$
1,168

(1)
Includes accrued interest.
Investment in North West Redwater Partnership
The Company's 50% interest in Redwater Partnership is accounted for using the equity method based on Redwater Partnership’s voting and decision-making structure and legal form. Redwater Partnership has entered into agreements to construct and operate a 50,000 barrel per day bitumen upgrader and refinery (the "Project") under processing agreements that target to process 12,500 barrels per day of bitumen feedstock for the Company and 37,500 barrels per day of bitumen feedstock for the Alberta Petroleum Marketing Commission (“APMC”), an agent of the Government of Alberta, under a 30 year fee-for-service tolling agreement.
The facility capital cost ("FCC") budget for the Project is currently estimated to be $9,700 million. The Project is currently in the commissioning phase. During 2013, the Company and APMC agreed, each with a 50% interest, to provide subordinated debt, bearing interest at prime plus 6%, as required for Project costs to reflect an agreed debt to equity ratio of 80/20. To September 30, 2018, each party has provided $439 million of subordinated debt, together with accrued interest thereon of $138 million, for a Company total of $577 million. Any additional subordinated debt financing is not expected to be significant.
As per the processing agreements, on June 1, 2018 the Company began paying its 25% pro rata share of the debt portion of the monthly cost of service toll, which currently consists of interest and fees, with principal repayments beginning in 2020 (see note 17). The Company is unconditionally obligated to pay the service toll of the syndicated credit facility and bonds over the tolling period of 30 years.
As at September 30, 2018, Redwater Partnership had borrowings of $2,344 million under its secured $3,500 million syndicated credit facility. During the first quarter of 2018, Redwater Partnership extended $2,000 million of the $3,500 million revolving syndicated credit facility to June 2021. The remaining $1,500 million was extended on a fully drawn non-revolving basis maturing February 2020.
During the three months ended September 30, 2018, the Company recognized an equity loss from Redwater Partnership of $2 million (three months ended September 30, 2017 – gain of $20 million; nine months ended September 30, 2018 – loss of $5 million; nine months ended September 30, 2017 – gain of $32 million).


Canadian Natural Resources Limited
10
Nine Months Ended September 30, 2018

9. LONG-TERM DEBT
 
 
Sep 30
2018

 
Dec 31
2017

Canadian dollar denominated debt, unsecured
 
 
 
 
Bank credit facilities
 
$
843

 
$
3,544

Medium-term notes
 
5,300

 
5,300

 
 
6,143

 
8,844

US dollar denominated debt, unsecured
 
 

 
 

Bank credit facilities (September 30, 2018 - US$2,965 million;
     December 31, 2017 - US$1,839 million)
 
3,829

 
2,300

Commercial paper (September 30, 2018 - US$nil; December 31, 2017 - US$500 million)
 
—

 
625

US dollar debt securities (September 30, 2018 - US$7,650 million;
     December 31, 2017 - US$8,650 million)
 
9,886

 
10,828

 
 
13,715

 
13,753

Long-term debt before transaction costs and original issue discounts, net
 
19,858

 
22,597

Less: original issue discounts, net (1)
 
17

 
18

transaction costs (1) (2)
 
108

 
121

 
 
19,733

 
22,458

Less: current portion of commercial paper
 
—

 
625

current portion of other long-term debt (1) (2)
 
500

 
1,252

 
 
$
19,233

 
$
20,581

(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, 2018, the Company had in place revolving bank credit facilities of $4,975 million which were undrawn and available for use. Additionally, the Company had in place fully drawn term credit facilities of $4,750 million. Details of these facilities are described below. Including cash and cash equivalents and other liquidity, the Company had approximately $5,350 million in available liquidity. This excludes certain other dedicated credit facilities supporting letters of credit.
•
a $100 million demand credit facility;
•
a $1,800 million non-revolving term credit facility maturing May 2020;
•
a $2,200 million non-revolving term credit facility maturing October 2020;
•
a $750 million non-revolving term credit facility maturing February 2021;
•
a $2,425 million revolving syndicated credit facility with $330 million maturing in June 2019 and $2,095 million maturing June 2021;
•
a $2,425 million revolving syndicated credit facility maturing June 2022; and
•
a £15 million demand credit facility related to the Company’s North Sea operations.
During the second quarter of 2018, the Company extended the $2,425 million revolving syndicated credit facility originally due June 2020 to June 2022. Each of the $2,425 million revolving facilities is extendible annually at the mutual agreement of the Company and the lenders. If the facilities are not extended, the full amount of the outstanding principal is repayable on the maturity date. Borrowings under these facilities may be made by way of pricing referenced to Canadian dollar bankers' acceptances, US dollar bankers’ acceptances, LIBOR, US base rate or Canadian prime rate.
During the nine months ended September 30, 2018, the Company repaid and cancelled $1,200 million of the $3,000 million non-revolving term credit facility (third quarter of 2018 – $1,050 million; first quarter of 2018 – $150 million) scheduled to mature in May 2020. The required annual amortization of 5% of the original balance is now satisfied. Borrowings under the term loan facility may be made by way of pricing referenced to Canadian dollar bankers' acceptances, US dollar bankers’ acceptances, LIBOR, US base rate or Canadian prime rate. As at September 30, 2018, the $1,800 million facility was fully drawn.

Canadian Natural Resources Limited
11
Nine Months Ended September 30, 2018

During the second quarter of 2018, the Company extended the $2,200 million non-revolving credit facility originally due October 2019 to October 2020. Borrowings under the $2,200 million non-revolving credit facility may be made by way of pricing referenced to Canadian dollar bankers' acceptances, US dollar bankers’ acceptances, LIBOR, US base rate or Canadian prime rate. As at September 30, 2018, the $2,200 million facility was fully drawn.
During the first quarter of 2018, the Company repaid and cancelled the $125 million non-revolving term credit facility scheduled to mature in February 2019. The Company also extended the $750 million non-revolving term credit facility originally due February 2019 to February 2021. Borrowings under the $750 million non-revolving credit facility may be made by way of pricing referenced to Canadian dollar bankers’ acceptances, US dollar bankers' acceptances, LIBOR, US base rate or Canadian prime rate. As at September 30, 2018, the $750 million facility was fully drawn.
The Company’s borrowings under its US commercial paper program are authorized up to a maximum US$2,500 million. The Company reserves capacity under its bank credit facilities for amounts outstanding under this program.
The Company’s weighted average interest rate on bank credit facilities and commercial paper outstanding as at September 30, 2018 was 2.5% (September 30, 2017 – 2.3%), and on total long-term debt outstanding for the nine months ended September 30, 2018 was 3.9% (September 30, 2017 – 3.8%).
As at September 30, 2018, letters of credit and guarantees aggregating to $417 million were outstanding.
Medium-Term Notes
In July 2017, 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 2019. 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 first quarter of 2018, the Company repaid US$600 million of 1.75% notes and US$400 million of 5.90% notes.
In July 2017, 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 2019. 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.



Canadian Natural Resources Limited
12
Nine Months Ended September 30, 2018

10. OTHER LONG-TERM LIABILITIES
 
 
Sep 30
2018

 
Dec 31
2017

Asset retirement obligations
 
$
4,393

 
$
4,327

Share-based compensation
 
292

 
414

Risk management (note 16)
 
32

 
103

Deferred purchase consideration (1) (2)
 
118

 
469

Other
 
111

 
96

 
 
4,946

 
5,409

Less: current portion
 
332

 
1,012

 
 
$
4,614

 
$
4,397

(1) Includes $118 million of deferred purchase consideration at September 30, 2018, payable in annual installments of $25 million over the next five years.
(2) Includes $469 million (US$375 million) of deferred purchase consideration at December 31, 2017, paid to Marathon in March 2018.
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 have been discounted using a weighted average discount rate of 4.7% (December 31, 2017 – 4.7%). Reconciliations of the discounted asset retirement obligations were as follows:
 
 
Sep 30
2018

 
Dec 31
2017

Balance – beginning of period
 
$
4,327

 
$
3,243

Liabilities incurred
 
15

 
12

Liabilities acquired, net
 
75

 
784

Liabilities settled
 
(197
)
 
(274
)
Asset retirement obligation accretion
 
140

 
164

Revision of cost, inflation rates and timing estimates
 
—

 
(40
)
Change in discount rate
 
—

 
509

Foreign exchange adjustments
 
33

 
(71
)
Balance – end of period
 
4,393

 
4,327

Less: current portion
 
62

 
92

 
 
$
4,331

 
$
4,235


Canadian Natural Resources Limited
13
Nine Months Ended September 30, 2018

Share-Based Compensation
As the Company’s Option Plan provides current employees with the right to elect to receive common shares or a cash payment in exchange for stock options surrendered, a liability for potential cash settlements is recognized. 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 are surrendered.
 
 
Sep 30
2018

 
Dec 31
2017

Balance – beginning of period
 
$
414

 
$
426

Share-based compensation expense
 
2

 
134

Cash payment for stock options surrendered
 
(5
)
 
(6
)
Transferred to common shares
 
(118
)
 
(154
)
   (Recovered from) charged to Oil Sands Mining and Upgrading, net
 
(1
)
 
14

Balance – end of period
 
292

 
414

Less: current portion
 
192

 
348

 
 
$
100

 
$
66

Included within share-based compensation expense for the nine months ended September 30, 2018 was $8 million related to performance share units granted to certain executive employees (September 30, 2017 - $3 million).
11. INCOME TAXES
The provision for income tax was as follows:
 
 
Three Months Ended
 
 
Nine Months Ended
Expense (recovery)
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Current corporate income tax – North America
 
$
169

 
$
(43
)
 
 
$
566

 
$
(52
)
Current corporate income tax – North Sea
 
12

 
11

 
 
20

 
47

Current corporate income tax – Offshore Africa
 
22

 
14

 
 
43

 
28

Current PRT (1) – North Sea
 
(9
)
 
(34
)
 
 
(29
)
 
(107
)
Other taxes
 
3

 
2

 
 
8

 
8

Current income tax
 
197

 
(50
)
 
 
608

 
(76
)
Deferred corporate income tax
 
145

 
141

 
 
428

 
279

Deferred PRT (1) – North Sea
 
1

 
7

 
 
18

 
67

Deferred income tax
 
146

 
148

 
 
446

 
346

Income tax
 
$
343

 
$
98

 
 
$
1,054

 
$
270

(1) Petroleum Revenue Tax.
12. SHARE CAPITAL
Authorized
Preferred shares issuable in a series.
Unlimited number of common shares without par value.
 
 
Nine Months Ended Sep 30, 2018
Issued common shares
 
Number of shares
(thousands)

 
Amount

Balance – beginning of period
 
1,222,769

 
$
9,109

Issued upon exercise of stock options
 
9,584

 
320

Previously recognized liability on stock options exercised for common shares
 
—

 
118

Purchase of common shares under Normal Course Issuer Bid
 
(20,013
)
 
(154
)
Balance – end of period
 
1,212,340

 
$
9,393


Canadian Natural Resources Limited
14
Nine Months Ended September 30, 2018

Dividend Policy
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 February 28, 2018, the Board of Directors declared a quarterly dividend of $0.335 per common share, an increase from the previous quarterly dividend of $0.275 per common share.
Normal Course Issuer Bid
On May 16, 2018, the Company's application was approved for a Normal Course Issuer Bid to purchase through the facilities of the Toronto Stock Exchange, alternative Canadian trading platforms, and the New York Stock Exchange, up to 61,454,856 common shares, over a 12-month period commencing May 23, 2018 and ending May 22, 2019. The Company's Normal Course Issuer Bid announced in March 2017 expired on May 22, 2018.
For the nine months ended September 30, 2018, the Company purchased 20,012,727 common shares at a weighted average price of $43.66 per common share for a total cost of $874 million. Retained earnings were reduced by $720 million, representing the excess of the purchase price of common shares over their average carrying value. Subsequent to September 30, 2018, the Company purchased 6,900,000 common shares at a weighted average price of $38.66 per common share for a total cost of $267 million.
Stock Options
The following table summarizes information relating to stock options outstanding at September 30, 2018:
 
 
Nine Months Ended Sep 30, 2018
 
 
Stock options (thousands)

 
Weighted
 average
 exercise price

Outstanding – beginning of period
 
56,036

 
$
36.67

Granted
 
3,660

 
$
44.64

Surrendered for cash settlement
 
(375
)
 
$
33.59

Exercised for common shares
 
(9,584
)
 
$
33.40

Forfeited
 
(2,911
)
 
$
38.63

Outstanding – end of period
 
46,826

 
$
37.87

Exercisable – end of period
 
10,812

 
$
35.70

The Option Plan is a "rolling 9%" plan, whereby the aggregate number of common shares that may be reserved for issuance under the plan shall not exceed 9% of the common shares outstanding from time to time.
13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss), net of taxes, were as follows:
 
 
Sep 30
2018

 
Sep 30
2017

Derivative financial instruments designated as cash flow hedges
 
$
9

 
$
58

Foreign currency translation adjustment
 
(42
)
 
(115
)
 
 
$
(33
)
 
$
(57
)


Canadian Natural Resources Limited
15
Nine Months Ended September 30, 2018

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 to support its 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 arithmetic ratio of net current and long-term debt divided by the sum of the carrying value of shareholders’ equity plus net current and long-term debt. The Company’s internal targeted range for its debt to book capitalization ratio is 25% to 45%. This range may be exceeded in periods when a combination of capital projects, acquisitions, or lower commodity prices occurs. The Company may be below the low end of the targeted range when cash flow from operating activities is greater than current investment activities. At September 30, 2018, the ratio was within the target range at 36.8%.
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
2018

 
Dec 31
2017

Long-term debt, net (1)
 
$
19,437

 
$
22,321

Total shareholders’ equity
 
$
33,393

 
$
31,653

Debt to book capitalization
 
36.8%

 
41.4%

(1)
Includes the current portion of long-term debt, net of cash and cash equivalents.

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%. At September 30, 2018, the Company was in compliance with this covenant.
15. NET EARNINGS PER COMMON SHARE
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
Sep 30
2018

 
Sep 30
2017

 
 
Sep 30
2018

 
Sep 30
2017

Weighted average common shares outstanding
– basic (thousands of shares)
 
1,218,784

 
1,215,616

 
 
1,223,449

 
1,160,006

Effect of dilutive stock options (thousands of shares)
 
6,083

 
6,312

 
 
6,186

 
7,520

Weighted average common shares outstanding
– diluted (thousands of shares)
 
1,224,867

 
1,221,928

 
 
1,229,635

 
1,167,526

Net earnings
 
$
1,802

 
$
684

 
 
$
3,367

 
$
2,001

Net earnings per common share
– basic
 
$
1.48

 
$
0.56

 
 
$
2.75

 
$
1.72

 
– diluted
 
$
1.47

 
$
0.56

 
 
$
2.74

 
$
1.71



Canadian Natural Resources Limited
16
Nine Months Ended September 30, 2018

16. FINANCIAL INSTRUMENTS
The carrying amounts of the Company’s financial instruments by category were as follows:
 
 
Sep 30, 2018
Asset (liability)
 
Financial
 assets
at amortized
 cost

 
Fair value
 through
profit or loss

 
Derivatives
 used for
 hedging

 
Financial
 liabilities at
 amortized
cost

 
Total

Accounts receivable
 
$
1,977

 
$
—

 
$
—

 
$
—

 
$
1,977

Investments
 
—

 
658

 
—

 
—

 
658

Other long-term assets
 
577

 
25

 
212

 
—

 
814

Accounts payable
 
—

 
—

 
—

 
(1,008
)
 
(1,008
)
Accrued liabilities
 
—

 
—

 
—

 
(2,558
)
 
(2,558
)
Other long-term liabilities (1)
 
—

 
(4
)
 
(28
)
 
(118
)
 
(150
)
Long-term debt (2)
 
—

 
—

 
—

 
(19,733
)
 
(19,733
)
 
 
$
2,554

 
$
679

 
$
184

 
$
(23,417
)
 
$
(20,000
)
 
 
Dec 31, 2017
Asset (liability)
 
Financial
 assets
at amortized
 cost

 
Fair value
 through
profit or loss

 
Derivatives
 used for
 hedging

 
Financial
 liabilities at
 amortized
cost

 
Total

Accounts receivable
 
$
2,397

 
$
—

 
$
—

 
$
—

 
$
2,397

Investments
 
—

 
893

 
—

 
—

 
893

Other long-term assets
 
510

 
—

 
204

 
—

 
714

Accounts payable
 
—

 
—

 
—

 
(775
)
 
(775
)
Accrued liabilities
 
—

 
—

 
—

 
(2,597
)
 
(2,597
)
Other long-term liabilities (3)
 
—

 
(38
)
 
(65
)
 
(469
)
 
(572
)
Long-term debt (2)
 
—

 
—

 
—

 
(22,458
)
 
(22,458
)
 
 
$
2,907

 
$
855

 
$
139

 
$
(26,299
)
 
$
(22,398
)
(1)
Includes $118 million of deferred purchase consideration payable over the next five years.
(2)
Includes the current portion of long-term debt.
(3)
Includes $469 million (US$375 million) of deferred purchase consideration which was paid to Marathon in March 2018.
The carrying amounts of the Company’s financial instruments approximated their fair value, except for fixed rate long-term debt. The fair values of the Company’s investments, recurring other long-term assets (liabilities) and fixed rate long-term debt are outlined below:
 
 
 
Sep 30, 2018
 
 
Carrying amount
 
 
 Fair value
Asset (liability) (1) (2)
 
 
 

 
Level 1

 
Level 2

 
Level 3 (4)

Investments (3)
 
 
$
658

 
$
658

 
$
—

 
$
—

Other long-term assets
 
 
$
814

 
$
—

 
$
237

 
$
577

Other long-term liabilities
 
 
$
(32
)
 
$
—

 
$
(32
)
 
$
—

Fixed rate long-term debt (5) (6)
 
 
$
(15,061
)
 
$
(15,787
)
 
$
—

 
$
—



Canadian Natural Resources Limited
17
Nine Months Ended September 30, 2018

 
 
 
Dec 31, 2017
 
 
Carrying amount
 
 
Fair value
Asset (liability) (1) (2)
 
 
 
 
Level 1

 
Level 2

 
Level 3 (4)

Investments (3)
 
 
$
893

 
$
893

 
$
—

 
$
—

Other long-term assets
 
 
$
714

 
$
—

 
$
204

 
$
510

Other long-term liabilities
 
 
$
(103
)
 
$
—

 
$
(103
)
 
$
—

Fixed rate long-term debt (5) (6)
 
 
$
(15,989
)
 
$
(17,259
)
 
$
—

 
$
—

(1)
Excludes financial assets and liabilities where the carrying amount approximates fair value due to the liquid nature of the asset or liability (cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and purchase consideration payable).
(2)
There were no transfers between Level 1, 2 and 3 financial instruments.
(3)
The fair value of the investments are based on quoted market prices.
(4)
The fair value of Redwater Partnership subordinated debt is based on the present value of future cash receipts.
(5)
The fair value of fixed rate long-term debt has been determined based on quoted market prices.
(6)
Includes the current portion of fixed rate long-term debt.
The following provides a summary of the carrying amounts of derivative financial instruments held and a reconciliation to the Company’s consolidated balance sheets.
Asset (liability)
 
Sep 30
2018

 
Dec 31
2017

Derivatives held for trading
 
 
 
 
Foreign currency forward contracts
 
$
(1
)
 
$
(38
)
Crude oil WCS (1) differential swaps
 
25

 
—

Natural gas AECO swaps
 
(3
)
 
—

Cash flow hedges
 
 

 
 

Foreign currency forward contracts
 
(28
)
 
(71
)
Cross currency swaps
 
212

 
210

 
 
$
205

 
$
101

 
 
 
 
 
Included within:
 
 

 
 

Current portion of other long-term assets and liabilities
 
$
—

 
$
(103
)
Other long-term assets
 
205

 
204

 
 
$
205

 
$
101

(1)
Western Canadian Select

For the nine months ended September 30, 2018, the Company recognized a gain of $3 million (year ended December 31, 2017 – gain of $5 million) related to ineffectiveness arising from cash flow hedges.
The estimated fair value 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. Level 2 fair values determined using valuation models require the use of assumptions concerning the amount and timing of future cash flows and discount rates. In determining these assumptions, the Company primarily relied on external, readily-observable quoted market inputs as applicable, including crude oil and natural gas forward benchmark commodity prices and volatility, Canadian and United States forward interest rate yield curves, and Canadian and United States foreign exchange rates, discounted to present value as appropriate. The resulting fair value estimates may not necessarily be indicative of the amounts that could be realized or settled in a current market transaction and these differences may be material.

Canadian Natural Resources Limited
18
Nine Months Ended September 30, 2018

Risk Management
The Company periodically uses derivative financial instruments to manage its commodity price, interest rate and foreign currency exposures. These financial instruments are entered into solely for hedging purposes and are not used for speculative purposes.
The changes in estimated fair values of derivative financial instruments included in the risk management asset were recognized in the financial statements as follows:
Asset (liability)
Sep 30
2018
 
 
Dec 31
2017

Balance – beginning of period
 
$
101

 
$
489

Net change in fair value of outstanding derivative financial instruments
recognized in:
 
 

 
 

Risk management activities
 
62

 
(37
)
Foreign exchange
 
86

 
(375
)
Other comprehensive (loss) income
 
(44
)
 
24

Balance – end of period
 
205

 
101

Less: current portion
 
—

 
(103
)
 
 
$
205

 
$
204

Net (gain) loss from risk management activities were as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
Sep 30
2018

 
Sep 30
2017

 
Sep 30
2018

 
Sep 30
2017

Net realized risk management (gain) loss
 
$
(8
)
 
$
96

 
$
(54
)
 
$
71

Net unrealized risk management (gain) loss
 
(21
)
 
8

 
(62
)
 
(38
)
 
 
$
(29
)
 
$
104

 
$
(116
)
 
$
33

Financial Risk Factors
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 risk.
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.
At September 30, 2018, the Company had the following derivative financial instruments outstanding to manage its commodity price risk:
 
Remaining term
Volume
Weighted average price
Index
Crude Oil
 
 
 
 
 
 
 
 
WCS differential swaps
Oct 2018
-
Dec 2018
15,000 bbl/d
 
 
US$24.75
WCS
 
Jan 2019
-
Sep 2019
8,000 bbl/d
 
 
US$23.57
WCS
Natural Gas
 
 
 
 
 
 
 
 
AECO swaps
 
 
Oct 2018
100,000 GJ/d
 
 
$1.01
AECO
 
 
 
Oct 2018
200,000 GJ/d
 
 
$1.08
AECO
The Company's outstanding commodity derivative financial instruments are expected to be settled monthly based on the applicable index pricing for the respective contract month.

Canadian Natural Resources Limited
19
Nine Months Ended September 30, 2018

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. The Company periodically enters into interest rate swap contracts to manage its fixed to floating interest rate mix on long-term debt. Interest rate swap contracts require the periodic exchange of payments without the exchange of the notional principal amounts on which the payments are based. At September 30, 2018, 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. The Company periodically enters into cross currency swap contracts and foreign currency forward contracts to manage known currency exposure on US dollar denominated long-term debt, commercial paper and working capital. The cross currency swap contracts require the periodic exchange of payments with the exchange at maturity of notional principal amounts on which the payments are based.
At September 30, 2018, the Company had the following cross currency swap contracts outstanding:
 
Remaining term
Amount
Exchange rate
(US$/C$)

Interest rate
(US$)

Interest rate
(C$)

Cross currency
 
 
 
 
 
 
 
Swaps
Oct 2018
—
Nov 2021
US$500
1.022

3.45
%
3.96
%
 
Oct 2018
—
Mar 2038
US$550
1.170

6.25
%
5.76
%
All cross currency swap derivative financial instruments were designated as hedges at September 30, 2018 and were classified as cash flow hedges.
In addition to the cross currency swap contracts noted above, at September 30, 2018, the Company had US$3,322 million of foreign currency forward contracts outstanding, with original terms of up to 90 days, including US$2,965 million designated as cash flow hedges.
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, ensures that parental guarantees or letters of credit are in place to minimize the impact in the event of default. At September 30, 2018, 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. At September 30, 2018, the Company had net risk management assets of $227 million with specific counterparties related to derivative financial instruments (December 31, 2017 – $187 million).
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.

Canadian Natural Resources Limited
20
Nine Months Ended September 30, 2018

The maturity dates for financial liabilities were as follows:
 
Less than
1 year

 
1 to less than
2 years

 
2 to less than
5 years

 
Thereafter

Accounts payable
$
1,008

 
$
—

 
$
—

 
$
—

Accrued liabilities
$
2,558

 
$
—

 
$
—

 
$
—

Other long-term liabilities
$
57

 
$
24

 
$
69

 
$
—

Long-term debt (1) (2)
$
500

 
$
4,170

 
$
5,840

 
$
9,348

(1)
Long-term debt represents principal repayments only and does not reflect interest, original issue discounts and premiums or transaction costs.
(2)
In addition to the financial liabilities disclosed above, estimated interest and other financing payments are as follows: less than one year, $795 million; one to less than two years, $755 million; two to less than five years, $1,623 million; and thereafter, $5,161 million. Interest payments were estimated based upon applicable interest and foreign exchange rates at September 30, 2018.
17. COMMITMENTS AND CONTINGENCIES
The Company has committed to certain payments as follows:
 
Remaining 2018

 
2019

 
2020

 
2021

 
2022

 
Thereafter

Product transportation and pipeline
$
169

 
$
644

 
$
611

 
$
585

 
$
500

 
$
4,250

North West Redwater Partnership service toll (1)
$
24

 
$
79

 
$
126

 
$
157

 
$
158

 
$
3,015

Offshore equipment operating leases
$
55

 
$
111

 
$
69

 
$
72

 
$
7

 
$
—

Office leases
$
11

 
$
43

 
$
43

 
$
40

 
$
31

 
$
121

Other
$
37

 
$
48

 
$
39

 
$
36

 
$
35

 
$
362

 
(1)
As per the processing agreements, on June 1, 2018 the Company began paying its 25% pro rata share of the debt portion of the monthly cost of service toll, which currently consists of interest and fees, with principal repayments beginning in 2020. Included in the service toll is $1,318 million of interest payable over the 30 year tolling period. See 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
21
Nine Months Ended September 30, 2018

18. SEGMENTED INFORMATION
 
 North America
North Sea
Offshore Africa
Total Exploration and Production
 
 
 
 
 
 
 
 
 
 
 
 
(millions of Canadian dollars, unaudited)
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
 
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
 
2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

Segmented product sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude oil and NGLs
2,162

1,779

6,331

5,390

201

152

535

484

230

180

424

409

2,593

2,111

7,290

6,283

Natural gas
265

317

834

1,179

45

33

112

85

18

16

53

39

328

366

999

1,303

Total segmented product sales
2,427

2,096

7,165

6,569

246

185

647

569

248

196

477

448

2,921

2,477

8,289

7,586

Less: royalties
(247
)
(201
)
(685
)
(581
)
—

—

(1
)
(1
)
(22
)
(12
)
(42
)
(25
)
(269
)
(213
)
(728
)
(607
)
Segmented revenue
2,180

1,895

6,480

5,988

246

185

646

568

226

184

435

423

2,652

2,264

7,561

6,979

Segmented expenses
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Production
576

569

1,816

1,730

96

95

271

281

52

82

121

180

724

746

2,208

2,191

Transportation, blending and feedstock
613

472

2,046

1,626

6

8

18

26

—

—

1

1

619

480

2,065

1,653

Depletion, depreciation and
amortization
795

821

2,353

2,393

53

71

169

472

69

53

139

153

917

945

2,661

3,018

Asset retirement obligation
accretion
22

20

66

59

7

7

21

21

2

2

7

6

31

29

94

86

Risk management activities (commodity derivatives)
(32
)
49

(19
)
(52
)
—

—

—

—

—

—

—

—

(32
)
49

(19
)
(52
)
Gain on acquisition, disposition and revaluation of properties
(272
)
—

(272
)
(35
)
—

—

(139
)
—

—

—

—

—

(272
)
—

(411
)
(35
)
Equity loss (gain) from investments
—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

Total segmented expenses
1,702

1,931

5,990

5,721

162

181

340

800

123

137

268

340

1,987

2,249

6,598

6,861

Segmented earnings (loss) before the following
478

(36
)
490

267

84

4

306

(232
)
103

47

167

83

665

15

963

118

Non–segmented expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Administration
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Share-based compensation
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Interest and other financing
expense
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Risk management activities (other)
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Foreign exchange (gain) loss
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Loss (gain) from investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non–segmented expenses
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Earnings before taxes
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Current income tax expense (recovery)
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Deferred income tax expense
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 
Net earnings
 

 

 
 
 

 

 
 
 

 

 
 
 
 
 
 

Canadian Natural Resources Limited
22
Nine Months Ended September 30, 2018


 
 Oil Sands Mining and Upgrading
Midstream
 Inter–segment
elimination and other
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
(millions of Canadian dollars, unaudited)
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
 
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
Sep 30
 
2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

2018

2017

Segmented product sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude oil and NGLs
3,219

2,067

9,683

4,749

26

26

78

74

129

116

290

318

5,967

4,320

17,341

11,424

Natural gas
—

—

—

—

—

—

—

—

32

39

111

117

360

405

1,110

1,420

Total segmented product sales
3,219

2,067

9,683

4,749

26

26

78

74

161

155

401

435

6,327

4,725

18,451

12,844

Less: royalties
(159
)
(46
)
(398
)
(98
)
—

—

—

—

—

—

—

—

(428
)
(259
)
(1,126
)
(705
)
Segmented revenue
3,060

2,021

9,285

4,651

26

26

78

74

161

155

401

435

5,899

4,466

17,325

12,139

Segmented expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Production
842

829

2,570

1,754

5

4

16

12

14

18

43

54

1,585

1,597

4,837

4,011

Transportation, blending and feedstock
265

246

913

340

—

—

—

—

147

137

347

375

1,031

863

3,325

2,368

Depletion, depreciation and
amortization
385

324

1,161

756

4

2

11

6

—

—

—

—

1,306

1,271

3,833

3,780

Asset retirement obligation
accretion
16

15

46

33

—

—

—

—

—

—

—

—

47

44

140

119

Risk management activities (commodity derivatives)
—

—

—

—

—

—

—

—

—

—

—

—

(32
)
49

(19
)
(52
)
Gain on acquisition, disposition and revaluation of properties
—

—

—

(230
)
—

(114
)
—

(114
)
—

—

—

—

(272
)
(114
)
(411
)
(379
)
Equity loss (gain) from investments
—

—

—

—

2

(20
)
5

(32
)
—

—

—

—

2

(20
)
5

(32
)
Total segmented expenses
1,508

1,414

4,690

2,653

11

(128
)
32

(128
)
161

155

390

429

3,667

3,690

11,710

9,815

Segmented earnings (loss) before the following
1,552

607

4,595

1,998

15

154

46

202

—

—

11

6

2,232

776

5,615

2,324

Non–segmented expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Administration
 

 

 
 
 

 

 
 
 

 

 
 
77

73

234

235

Share-based compensation
 

 

 
 
 

 

 
 
 

 

 
 
(85
)
114

2

37

Interest and other financing
expense
 

 

 
 
 

 

 
 
 

 

 
 
180

183

560

462

Risk management activities (other)
 

 

 
 
 

 

 
 
 

 

 
 
3

55

(97
)
85

Foreign exchange (gain) loss
 

 

 
 
 

 

 
 
 

 

 
 
(168
)
(367
)
281

(770
)
Loss (gain) from investments
 
 
 
 
 
 
 
 
 
 
 
 
80

(64
)
214

4

Total non–segmented expenses
 

 

 
 
 

 

 
 
 

 

 
 
87

(6
)
1,194

53

Earnings before taxes
 

 

 
 
 

 

 
 
 

 

 
 
2,145

782

4,421

2,271

Current income tax expense (recovery)
 

 

 
 
 

 

 
 
 

 

 
 
197

(50
)
608

(76
)
Deferred income tax expense
 

 

 
 
 

 

 
 
 

 

 
 
146

148

446

346

Net earnings
 

 

 
 
 

 

 
 
 

 

 
 
1,802

684

3,367

2,001


Canadian Natural Resources Limited
23
Nine Months Ended September 30, 2018

Capital Expenditures (1) 
 
Nine Months Ended
 
 
Sep 30, 2018
 
Sep 30, 2017
 
 
Net
 expenditures

 
Non-cash
and fair value changes (2)

 
Capitalized
 costs

 
Net (3)
expenditures

 
Non-cash
and fair value changes (2)(3)

 
Capitalized
 costs

 
 
 
 
 
 
 
 
 
 
 
 
 
Exploration and
evaluation assets
 
 
 
 
 
 
 
 
 
 
 
 
Exploration and
   Production
 
 
 
 
 
 
 
 
 
 
 
 
North America (4)
 
$
114

 
$
—

 
$
114

 
$
149

 
$
(162
)
 
$
(13
)
North Sea
 
—

 
—

 
—

 
—

 
—

 
—

Offshore Africa
 
29

 
—

 
29

 
10

 
—

 
10

Oil Sands Mining and Upgrading
 
218

 
(3
)
 
215

 
142

 
117

 
259

 
 
$
361

 
$
(3
)
 
$
358

 
$
301

 
$
(45
)
 
$
256

 
 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and
   equipment
 
 

 
 

 
 

 
 

 
 

 
 

Exploration and
   Production
 
 

 
 

 
 

 
 

 
 

 
 

North America
 
$
1,953

 
$
(113
)
 
$
1,840

 
$
2,382

 
$
254

 
$
2,636

North Sea
 
73

 
220

 
293

 
108

 
20

 
128

Offshore Africa
 
129

 
—

 
129

 
58

 
4

 
62

 
 
2,155

 
107

 
2,262

 
2,548

 
278

 
2,826

Oil Sands Mining and
   Upgrading (5)
 
812

 
(178
)
 
634

 
9,035

 
5,764

 
14,799

Midstream (6)
 
11

 
—

 
11

 
78

 
114

 
192

Head office
 
14

 
—

 
14

 
30

 
—

 
30

 
 
$
2,992

 
$
(71
)
 
$
2,921

 
$
11,691

 
$
6,156

 
$
17,847

(1)
This table provides a reconciliation of capitalized costs including derecognitions and does not include the impact of foreign exchange adjustments.
(2)
Asset retirement obligations, deferred income tax adjustments related to differences between carrying amounts and tax values, transfers of exploration and evaluation assets, transfers of property, plant and equipment to inventory due to change in use, and other fair value adjustments.
(3)
Net expenditures on exploration and evaluation assets and property, plant and equipment for the nine months ended September 30, 2017 exclude non-cash share consideration of $3,818 million issued on the acquisition of AOSP and other assets. This non-cash consideration is included in non-cash and other fair value changes.
(4)
The above noted figures for 2017 do not include the impact of a pre-tax cash gain of $35 million on the disposition of certain exploration and evaluation assets.
(5)
Net expenditures for Oil Sands Mining and Upgrading also include capitalized interest and share-based compensation.
(6)
Included in 2017 is the impact of a pre-tax non-cash revaluation gain of $114 million ($83 million after-tax) related to a previously held joint interest in a pipeline system.
Segmented Assets
 
 
Sep 30
2018

 
Dec 31
2017

Exploration and Production
 
 
 
 
North America
 
$
28,262

 
$
28,705

North Sea
 
1,826

 
1,854

Offshore Africa
 
1,440

 
1,331

Other
 
59

 
29

Oil Sands Mining and Upgrading
 
40,208

 
40,559

Midstream
 
1,441

 
1,279

Head office
 
108

 
110

 
 
$
73,344

 
$
73,867


Canadian Natural Resources Limited
24
Nine Months Ended September 30, 2018

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 2017. 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, 2018:
 
Interest coverage (times)
 
   Net earnings (1)
7.3x
   Adjusted funds flow (2)
14.4x
(1)
Net earnings plus income taxes and interest expense excluding current and deferred PRT expense and other taxes; divided by the sum of interest expense and capitalized interest.
(2)
Adjusted funds flow plus current income taxes and interest expense excluding current PRT expense and other taxes; divided by the sum of interest expense and capitalized interest.



Canadian Natural Resources Limited
25
Nine Months Ended September 30, 2018