CNRL - Canadian Natural Resources Ltd.

11/05/2026 | Press release | Distributed by Public on 11/05/2026 14:15

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Form 6-K)

Canadian Natural Resources Limited
3
Three and nine months ended September 30, 2026
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Nine Months Ended
(millions of Canadian dollars, unaudited)
Note
Sep 30
2026
Sep 30
2025
Sep 30
2026
Sep 30
2025
Operating activities
Net earnings $ 2,997 $ 600 $ 8,848 $ 5,517
Non-cash items
Depletion, depreciation and amortization
5,6
2,048 3,211 5,827 6,846
Share-based compensation 431 63 879 97
Asset retirement obligation accretion 98 95 294 276
Unrealized risk management loss
15
72 160 380 148
Unrealized foreign exchange loss (gain) 3 269 445 (677)
Gain on acquisition - - - (80)
Deferred income tax (recovery) expense (111) (532) 28 (492)
Realized foreign exchange on financing activities (1)
(16) 54 61 77
Abandonment expenditures
9
(248) (189) (677) (570)
Other (8) (223) (16) (342)
Net change in non-cash working capital 1,744 432 1,046 538
Cash flows from operating activities 7,010 3,940 17,115 11,338
Financing activities
(Repayment) issuance of bank credit facilities and commercial paper, net
8
(59) 712 (25) 692
Repayment of other long-term debt
8
(441) (823) (441) (1,699)
Payment of lease liabilities
6
(107) (87) (309) (253)
Issuance of common shares on exercise of stock options
11
27 40 345 191
Dividends on common shares (1,294) (1,228) (3,822) (3,645)
Purchase of common shares under Normal Course Issuer Bid
11
(1,598) (309) (3,007) (1,155)
Cash flows used in financing activities (3,472) (1,695) (7,259) (5,869)
Investing activities
Net expenditures on exploration and evaluation assets
4,17
(14) (63) (125) (120)
Net expenditures on property, plant and equipment
5,17
(1,869) (2,061) (6,341) (5,222)
Proceeds from long-term contract - - 150 -
Net change in non-cash working capital 243 (110) 259 (145)
Cash flows used in investing activities (1,640) (2,234) (6,057) (5,487)
Increase (decrease) in cash and cash equivalents 1,898 11 3,799 (18)
Opening cash balance prior to restatement for IFRS 9 2 2,618 102 673 131
Adjustment on adoption of IFRS 9 2 - - 44 -
Cash and cash equivalents - beginning of period 2,618 102 717 131
Cash and cash equivalents - end of period $ 4,516 $ 113 $ 4,516 $ 113
Interest paid on long-term debt $ 218 $ 246 $ 641 $ 740
Income taxes paid, net $ 758 $ 283 $ 2,050 $ 1,197
(1)Realized foreign exchange on financing activities primarily relates to the repayment of US dollar denominated debt.
Canadian Natural Resources Limited
4
Three and nine months ended September 30, 2026
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 portion of the North Sea; and Côte d'Ivoire 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 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. In June 2026, the Company relocated its head and registered office to 400 - 4th Avenue S.W., Calgary, AB, T2P 0J4.
These interim consolidated financial statements and the related notes have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (the "IFRS Accounting Standards"), applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34 "Interim Financial Reporting". The accounting policies applied are consistent with those used in the audited consolidated financial statements of the Company as at December 31, 2025, 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, 2025.
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.
2. CHANGE IN ACCOUNTING POLICIES
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 classification of certain financial assets, and add disclosure requirements for financial instruments with certain contingent features and for equity investments designated at fair value through other comprehensive income. The amendments were adopted January 1, 2026 retrospectively without restating comparative information in the interim consolidated statements of cash flows.
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-defined performance measures ("MPMs") 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 continuing its assessment of the impact of adopting IFRS 18 on its consolidated financial statements and note disclosures. This assessment includes changes to the presentation of the consolidated balance sheets, consolidated statements of earnings, consolidated statements of cash flows, aggregation and disaggregation requirements, and identification and disclosure of MPMs. In addition, the Company is adapting its processes, where appropriate, to capture data required by IFRS 18 for inclusion in the consolidated financial statements and note disclosures. The Company will continue to evaluate the impacts and finalize implementation in advance of adoption on January 1, 2027.
Canadian Natural Resources Limited
5
Three and nine months ended September 30, 2026
4. EXPLORATION AND EVALUATION ASSETS
Exploration and Production Oil Sands Mining and Upgrading Total
North America North Sea Offshore Africa
Cost
At December 31, 2025 $ 2,594 $ - $ - $ 57 $ 2,651
Additions/Acquisitions, net 145 - - - 145
Transfers to property, plant and equipment (7) - - - (7)
At September 30, 2026 $ 2,732 $ - $ - $ 57 $ 2,789
5. PROPERTY, PLANT AND EQUIPMENT
Exploration and Production Oil Sands Mining and Upgrading Midstream and Refining Head Office Total
North America North Sea Offshore Africa
Cost
At December 31, 2025 $ 92,896 $ 9,270 $ 5,316 $ 60,570 $ 503 $ 699 $ 169,254
Additions/Acquisitions, net 4,458 9 399 1,605 5 30 6,506
Transfers from exploration and evaluation assets 7 - - - - - 7
Derecognitions (1)
(352) (593) - (500) - (45) (1,490)
Foreign exchange adjustments and other - 329 196 - - - 525
At September 30, 2026 $ 97,009 $ 9,015 $ 5,911 $ 61,675 $ 508 $ 684 $ 174,802
Accumulated depletion and depreciation
At December 31, 2025 $ 65,940 $ 9,270 $ 4,035 $ 11,617 $ 246 $ 501 $ 91,609
Expense 3,362 9 49 2,049 13 30 5,512
Derecognitions (1)
(352) (593) - (500) - (45) (1,490)
Foreign exchange adjustments and other (5) 329 157 (3) - - 478
At September 30, 2026 $ 68,945 $ 9,015 $ 4,241 $ 13,163 $ 259 $ 486 $ 96,109
Net book value
At September 30, 2026 $ 28,064 $ - $ 1,670 $ 48,512 $ 249 $ 198 $ 78,693
At December 31, 2025 $ 26,956 $ - $ 1,281 $ 48,953 $ 257 $ 198 $ 77,645
(1)An asset is derecognized when no future economic benefits are expected to arise from its continued use.
During the first and second quarters of 2026, the Company acquired a number of producing and non-producing crude oil and NGLs, and natural gas assets in the North America Exploration and Production segment. These transactions were accounted for using the business combination method of accounting and are summarized below.
Peace River Crude Oil and NGLs, and Natural Gas Acquisitions
During the second quarter of 2026, the Company acquired certain producing and non-producing crude oil and NGLs, and natural gas assets for net cash consideration of $756 million, subject to final closing adjustments. Net assets acquired included exploration and evaluation assets of $33 million, and property, plant and equipment of $759 million. The Company also assumed asset retirement obligations of $31 million, and assumed net working capital of $5 million. No net deferred tax liabilities were recognized on this transaction.
Canadian Natural Resources Limited
6
Three and nine months ended September 30, 2026
During the first quarter of 2026, the Company acquired certain producing and non-producing crude oil and NGLs, and natural gas assets for net cash consideration of $761 million, subject to final closing adjustments. Net assets acquired included exploration and evaluation assets of $65 million, and property, plant and equipment of $796 million. The Company also assumed asset retirement obligations of $100 million. No net deferred tax liabilities were recognized on this transaction.
Pro Forma Information
As a result of the acquisition of assets in the Peace River area completed in the second quarter of 2026, revenue increased by approximately $116 million and net operating income (comprised of revenue, less production and transportation expense) increased by approximately $81 million for the period subsequent to the acquisition. Including the impact of depletion, depreciation and amortization, earnings before tax increased by approximately $60 million for the period subsequent to the acquisition.
As a result of the acquisition of assets in the Peace River area completed in the first quarter of 2026, revenue increased by approximately $343 million and net operating income (comprised of revenue, less production and transportation expense) increased by approximately $219 million for the period subsequent to the acquisition. Including the impact of depletion, depreciation and amortization, earnings before tax increased by approximately $157 million for the period subsequent to the acquisition.
If the acquisitions of assets in the Peace River area had been completed on January 1, 2026, the Company estimates that pro forma revenue would have increased by approximately $651 million and pro forma net operating income (comprised of revenue, less production and transportation expense) would have increased by approximately $437 million for the nine months ended September 30, 2026. Including the impact of depletion, depreciation and amortization, the Company estimates earnings before taxes would have increased by approximately $318 million for the nine months ended September 30, 2026. Readers are cautioned that pro forma estimates are not necessarily indicative of the results of operations that would have been achieved had the acquisitions actually occurred on January 1, 2026, or of future results. Pro forma results are based on historical information and reflect actual production in the period available for the assets as provided to the Company and do not include any synergies that have or may arise subsequent to the acquisition dates.
6. LEASES
Lease assets
Product transportation and storage Field equipment and power Offshore vessels and equipment Office leases and other Total
At December 31, 2025 $ 2,199 $ 634 $ 43 $ 125 $ 3,001
Additions 17 59 64 9 149
Depreciation (121) (150) (26) (18) (315)
Derecognitions - - (6) - (6)
Foreign exchange and other
4 (3) 3 (4) -
At September 30, 2026 $ 2,099 $ 540 $ 78 $ 112 $ 2,829
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, 2026 were as follows:
Sep 30
2026
Dec 31
2025
Lease liabilities $ 2,943 $ 3,106
Less: current portion 331 373
$ 2,612 $ 2,733
Total cash outflows for leases for the three months ended September 30, 2026, including payments related to short-term leases not reported as lease assets, were $486 million (three months ended September 30, 2025 - $376 million; nine months ended September 30, 2026 - $1,302 million; nine months ended September 30, 2025 - $1,108 million). Interest expense on leases for the three months ended September 30, 2026 was $32 million (three months ended September 30, 2025 - $16 million; nine months ended September 30, 2026 - $100 million; nine months ended September 30, 2025 - $47 million).
Canadian Natural Resources Limited
7
Three and nine months ended September 30, 2026
7. OTHER LONG-TERM ASSETS
Sep 30
2026
Dec 31
2025
Long-term prepayments, contracts and other (1)
$ 434 $ 419
Prepaid cost of service tolls 182 229
Long-term inventory 291 291
907 939
Less: current portion 151 70
$ 756 $ 869
(1)Includes physical product sales contracts, interest on Petroleum Revenue Tax ("PRT") recoveries in the North Sea, and the unamortized cost of contributions to the Company's employee bonus program.
The Company has a 50% equity investment in NWRP. NWRP operates a bitumen upgrader and refinery with an output capacity of approximately 80,000 barrels per day. The refinery's processing design capacity is approximately 50,000 barrels per day of bitumen feedstock, including 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. Bitumen feedstock throughput can exceed design capacity when asset reliability and operational performance support higher processing rates. 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 16). Sales of diesel and other refined products and associated refining tolls are recognized in the Midstream and Refining segment (note 17).
The carrying value of the Company's interest in NWRP is $nil, and as at September 30, 2026, the cumulative unrecognized share of the equity loss and partnership distributions from NWRP was $373 million (December 31, 2025 - $496 million). For the three months ended September 30, 2026, the Company's recovery of its share of unrecognized equity losses was $43 million (nine months ended September 30, 2026 - recovery of unrecognized equity losses of $134 million; three months ended September 30, 2025 - recovery of unrecognized equity losses of $21 million; nine months ended September 30, 2025 - recovery of unrecognized equity losses of $26 million). For the three and nine months ended September 30, 2026, the Company received partnership distributions of $11 million.
8. LONG-TERM DEBT
Sep 30
2026
Dec 31
2025
Canadian dollar denominated debt, unsecured
Medium-term notes $ 2,675 $ 3,116
US dollar denominated debt, unsecured
Bank credit facilities (September 30, 2026 - US$2,839 million; December 31, 2025 - US$2,860 million)
4,029 3,922
US dollar debt securities (September 30, 2026 - US$7,050 million; December 31, 2025 - US$7,050 million)
10,004 9,669
16,708 16,707
Less: original issue discounts, net (1)
12 14
transaction costs (1) (2)
63 76
16,633 16,617
Less: current portion of long-term debt (1) (2)
1,772 441
$ 14,861 $ 16,176
(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.
Canadian Natural Resources Limited
8
Three and nine months ended September 30, 2026
Bank Credit Facilities and Commercial Paper
As at September 30, 2026, the Company had undrawn bank credit facilities of $5,421 million, and a fully drawn non-revolving term credit facility of $4,000 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 June 2027;
▪a $4,000 million non-revolving term credit facility, maturing December 2027;
▪a $2,425 million revolving syndicated credit facility, maturing June 2028; and
▪a $2,425 million revolving syndicated credit facility, maturing June 2029.
During the first quarter of 2026, the Company cancelled the $140 million portion of its $2,565 million revolving syndicated credit facility, maturing June 2027, reducing the capacity to $2,425 million, with a maturity of June 2029.
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 reserves capacity under its revolving bank credit facilities for amounts outstanding under this program.
The Company's weighted average interest rate on bank credit facilities outstanding as at September 30, 2026 was 5.1% (September 30, 2025 - 4.9%), and on total long-term debt outstanding for the nine months ended September 30, 2026 was 5.0% (nine months ended September 30, 2025 - 5.0%).
As at September 30, 2026, letters of credit and other financial security aggregating to $959 million were outstanding (December 31, 2025 - $840 million).
Medium-Term Notes
During the third quarter of 2026, the Company repaid $441 million of 3.42% medium-term notes originally due December 1, 2026.
In August 2025, 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 September 2027. 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. As at September 30, 2026, the Company had $1,350 million remaining on its base shelf prospectus.
US Dollar Debt Securities
In August 2025, the Company filed a base shelf prospectus that allows for the offer for sale from time to time of up to US$4,500 million of debt securities in the United States, which expires in September 2027. 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. As at September 30, 2026, the Company had US$3,003 million remaining on its base shelf prospectus.
9. OTHER LONG-TERM LIABILITIES
Sep 30
2026
Dec 31
2025
Asset retirement obligations $ 9,621 $ 9,743
Lease liabilities (note 6)
2,943 3,106
Share-based compensation 881 433
Risk management (note 15)
445 65
Transportation and processing contracts 173 186
Other 86 68
14,149 13,601
Less: current portion 2,214 1,665
$ 11,935 $ 11,936
Canadian Natural Resources Limited
9
Three and nine months ended September 30, 2026
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 4.9% (December 31, 2025 - 4.9%) and inflation rates of up to 2% (December 31, 2025 - up to 2%). Reconciliations of the discounted asset retirement obligations were as follows:
Sep 30
2026
Dec 31
2025
Balance - beginning of period
$ 9,743 $ 8,607
Liabilities incurred 31 34
Liabilities acquired, net 134 489
Liabilities settled (677) (771)
Asset retirement obligation accretion 294 380
Revision of cost, inflation, and timing estimates (1)
- 1,233
Change in discount rates - (129)
Foreign exchange adjustments 96 (100)
Balance - end of period
9,621 9,743
Less: current portion 1,302 956
$ 8,319 $ 8,787
(1)Includes normal course revisions of cost, inflation, and timing estimates, as well as revisions to decommissioning timing and cost estimates in the North Sea and in Offshore Africa in 2025.
Share-Based Compensation
The liability for share-based compensation includes costs incurred under the Company's Stock Option Plan and Performance Share Unit ("PSU") Plan. 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, 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
2026
Dec 31
2025
Balance - beginning of period
$ 433 $ 620
Share-based compensation expense 879 180
Cash payment for stock options surrendered and PSUs vested (177) (94)
Transferred to common shares (265) (273)
Other 11 -
Balance - end of period
881 433
Less: current portion 548 312
$ 333 $ 121
Canadian Natural Resources Limited
10
Three and nine months ended September 30, 2026
10. INCOME TAXES
The provision for income tax was as follows:
Three Months Ended Nine Months Ended
Expense (recovery) Sep 30
2026
Sep 30
2025
Sep 30
2026
Sep 30
2025
Current corporate income tax - North America (1)
$ 1,098 $ 499 $ 2,933 $ 1,597
Current corporate income tax - North Sea (19) (37) (118) (108)
Current corporate income tax - Offshore Africa 5 - 6 5
Current PRT (2) - North Sea
(66) (45) (180) (133)
Other taxes 1 2 6 7
Current income tax 1,019 419 2,647 1,368
Deferred corporate income tax (149) (143) 67 (130)
Deferred PRT (2) - North Sea
38 (389) (39) (362)
Deferred income tax (111) (532) 28 (492)
Income tax $ 908 $ (113) $ 2,675 $ 876
(1)Includes North America Exploration and Production, Oil Sands Mining and Upgrading, and Midstream and Refining segments.
(2)Petroleum Revenue Tax.
11. SHARE CAPITAL
Authorized
Preferred shares issuable in a series.
Unlimited number of common shares without par value.
Nine Months Ended Sep 30, 2026
Issued Common Shares
Number of shares (thousands)
Amount
Balance - beginning of period
2,081,578 $ 11,421
Issued upon exercise of stock options 10,921 345
Previously recognized liability on stock options exercised for common shares
- 265
Purchase of common shares under Normal Course Issuer Bid (46,975) (269)
Balance - end of period
2,045,524 $ 11,762
Dividends
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 March 4, 2026, the Board of Directors approved a 6% increase in the quarterly dividend to $0.625 per common share, beginning with the dividend paid on April 7, 2026.
On March 5, 2025, the Board of Directors approved a 4% increase in the quarterly dividend to $0.5875 per common share.
Normal Course Issuer Bid
On March 10, 2026, 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 ("NYSE"), up to 182,396,564 common shares, representing 10% of the public float, over a 12-month period commencing March 13, 2026 and ending March 12, 2027, subject to applicable securities laws.
For the nine months ended September 30, 2026, the Company purchased 46,975,000 common shares at a weighted average price of $64.01 per common share for a total cost, including tax, of $3,055 million. Retained earnings were reduced by $2,786 million, representing the excess of the purchase price of common shares over their average carrying value. Subsequent to September 30, 2026, up to and including November 3, 2026, the Company purchased 10,800,000 common shares at a weighted average price of $73.64 per common share for a total cost, including tax, of $811 million.
Canadian Natural Resources Limited
11
Three and nine months ended September 30, 2026
Share-Based Compensation - Stock Options
The following table summarizes information relating to stock options outstanding as at September 30, 2026:
Nine Months Ended Sep 30, 2026
Stock options (thousands)
Weighted average exercise price
Outstanding - beginning of period
54,734 $ 39.83
Granted 17,867 55.82
Exercised for common shares (10,921) 31.60
Surrendered for cash settlement (5,111) 39.33
Forfeited (1,778) 44.04
Outstanding - end of period
54,791 $ 46.59
Exercisable - end of period
6,081 $ 40.11
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.
12. ACCUMULATED OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income, net of taxes, were as follows:
Sep 30
2026
Sep 30
2025
Derivative financial instruments designated as cash flow hedges $ 63 $ 69
Foreign currency translation adjustment 197 166
$ 260 $ 235
13. 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 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 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. As at September 30, 2026, the ratio was 20.5%.
Readers are cautioned that the debt to book capitalization ratio is not defined by IFRS Accounting Standards 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
2026
Dec 31
2025
Long-term debt $ 16,633 $ 16,617
Less: cash and cash equivalents 4,516 673
Long-term debt, net $ 12,117 $ 15,944
Total shareholders' equity $ 46,930 $ 44,366
Debt to book capitalization 20.5% 26.4%
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, 2026, the Company was in compliance with this covenant.
Canadian Natural Resources Limited
12
Three and nine months ended September 30, 2026
14. NET EARNINGS PER COMMON SHARE
Three Months Ended
Nine Months Ended
Sep 30
2026
Sep 30
2025
Sep 30
2026
Sep 30
2025
Weighted average common shares outstanding - basic (thousands of shares)
2,058,063 2,087,944 2,073,395 2,093,827
Effect of dilutive stock options (thousands of shares) 13,850 6,046 12,269 7,001
Weighted average common shares outstanding - diluted (thousands of shares)
2,071,913 2,093,990 2,085,664 2,100,828
Net earnings $ 2,997 $ 600 $ 8,848 $ 5,517
Net earnings per common share - basic $ 1.46 $ 0.29 $ 4.27 $ 2.64
- diluted $ 1.45 $ 0.29 $ 4.24 $ 2.63
15. FINANCIAL INSTRUMENTS
The Company's financial instruments are comprised of cash and cash equivalents, accounts receivable, risk management assets and liabilities, accounts payable, accrued liabilities, lease liabilities, and long-term debt. These financial instruments, with the exception of risk management assets and liabilities, are classified as financial assets and liabilities at amortized cost. Risk management assets and liabilities are classified as derivatives held for trading, cash flow hedges, or embedded derivatives.
The estimated fair values of derivative financial instruments in Level 2 and Level 3 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
2026
Dec 31
2025
Balance - beginning of period
$ (65) $ 5
Net change in fair value of outstanding derivative financial instruments recognized in:
Risk management activities (1) (2) (3) (4) (5)
(380) (68)
Foreign exchange - (1)
Other comprehensive income - (1)
Balance - end of period
(445) (65)
Less: current portion (8) (8)
$ (437) $ (57)
(1)Risk management liabilities are disclosed in note 9.
(2)In the third quarter of 2026, the Company entered into fixed price financial contracts to buy 25,000 MMBtu/d of natural gas at US$1.32 AECO for the period of August to December 2026, and 25,000 MMBtu/d of natural gas at US$1.74 AECO for the period of January to December 2027.
(3)In the third quarter of 2025, the Company entered into fixed price financial contracts to buy 12,500 MMBtu/d of natural gas at US$1.30 AECO for the period of August to December 2025, and 25,000 MMBtu/d of natural gas at US$2.16 AECO for the period of January to December 2026.
(4)In the second quarter of 2025, the Company entered into a long-term natural gas supply agreement that contains an embedded derivative.
(5)In the fourth quarter of 2024, the Company entered into fixed price financial contracts to buy 12,500 MMBtu/d of natural gas at US$1.47 AECO, and 25,000 MMBtu/d of natural gas at US$1.82 AECO for the period of January to December 2025.
Net loss (gain) from risk management activities was as follows:
Three Months Ended Nine Months Ended
Sep 30
2026
Sep 30
2025
Sep 30
2026
Sep 30
2025
Net realized risk management loss (gain) $ 7 $ 54 $ 104 $ (62)
Net unrealized risk management loss 72 160 380 148
$ 79 $ 214 $ 484 $ 86
Canadian Natural Resources Limited
13
Three and nine months ended September 30, 2026
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, and embedded derivatives, which are categorized as Level 3. 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, 2026
Carrying amount Level 1 Fair Value
Fixed rate long-term debt (1) (2)
$ 12,604 $ 12,305
(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.
Embedded Derivative
During the second quarter of 2025, the Company entered into a long-term natural gas supply agreement to supply 140,000 MMBtu/d of natural gas for a term of 15 years, with delivery anticipated to begin in 2030 as all conditions precedent have been waived by the counterparty. Under the terms of the agreement, the Company will deliver natural gas to its counterparty in Illinois, USA and receive a Japan Korea Marker ("JKM") index price less deductions for transportation and liquefaction. The contract includes an embedded derivative as a result of the pricing structure, and the host contract is the natural gas sales agreement with a Chicago Citygate price.
The natural gas embedded derivative is categorized as Level 3 within the fair value hierarchy, as the fair value is determined using a discounted estimated cash flow model which incorporates significant unobservable inputs, including future natural gas pricing and a discount rate.
The Company recognizes losses and gains on its risk management activities in the statements of earnings related to its natural gas embedded derivative, which are determined by the relative movements in fair value as compared to the prior period. For the three months ended September 30, 2026, the Company recognized an unrealized risk management loss of $70 million on the natural gas embedded derivative (nine months ended September 30, 2026 - unrealized loss of $380 million; three months ended September 30, 2025 - unrealized loss of $156 million; nine months ended September 30, 2025 - unrealized loss of $145 million). As at September 30, 2026, the fair value of the natural gas embedded derivative was a liability of $437 million (December 31, 2025 - $57 million liability).
The Level 3 fair value measurements of the embedded derivative could be materially impacted by a change in the discount rate and movements in natural gas prices. The following table summarizes the impacts to the fair value of the embedded derivative resulting from changes in the specified variable over the 15-year contract. These sensitivities as at September 30, 2026 are theoretical, as changes in one variable may contribute to changes in another variable, which may magnify or counteract the sensitivities.
JKM price Discount rate
US$0.10/MMBtu increase US$0.10/MMBtu decrease 1% increase 1% decrease
Fair value - increase/(decrease)
$ 55 $ (55) $ (48) $ 57
Financial Risk Factors
The Company's financial risks are consistent with those discussed in notes 1, 3 and 18 of the Company's audited consolidated financial statements for the year ended December 31, 2025.
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.
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. These financial instruments are entered into solely for hedging purposes and are not used for speculative purposes.
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
14
Three and nine months ended September 30, 2026
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, 2026, 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 foreign currency forward contracts, SOFR loans, and commercial paper to mitigate its foreign currency exchange rate risk.
As at September 30, 2026, the Company had US$1,504 million of foreign currency forward contracts outstanding (December 31, 2025 - US$1,500 million), with original terms of up to 90 days, all of which were designated as derivatives held for trading (December 31, 2025 - US$1,500 million).
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, 2026, 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, 2026, 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 $ 2,831 $ - $ - $ -
Accrued liabilities $ 5,606 $ - $ - $ -
Long-term debt (1)
$ 1,772 $ 4,254 $ 2,875 $ 7,807
Other long-term liabilities (2) (3)
$ 339 $ 286 $ 614 $ 2,275
Interest and other financing expense (4)
$ 964 $ 734 $ 1,811 $ 3,342
(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, $331 million; one to less than two years, $286 million; two to less than five years, $614 million; and thereafter, $1,712 million.
(3)Includes a gross derivative liability of $563 million associated with the Company's natural gas embedded derivative. The gross liability is offset by a gross derivative asset of $126 million, resulting in a net liability of $437 million.
(4)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, 2026.
Canadian Natural Resources Limited
15
Three and nine months ended September 30, 2026
16. 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, 2026:
Remaining 2026 2027 2028 2029 2030 Thereafter
Product transportation, purchases, and processing (1) (2)
$ 590 $ 2,280 $ 2,167 $ 2,014 $ 1,852 $ 19,882
North West Redwater Partnership service toll (3)
$ 23 $ 96 $ 97 $ 95 $ 95 $ 3,877
Offshore vessels and decommissioning equipment $ 324 $ - $ - $ - $ - $ -
Field equipment and supplies $ 52 $ 122 $ 121 $ 24 $ 24 $ 170
Office leases and other $ 72 $ 67 $ 20 $ 20 $ 19 $ 179
(1)The Company's commitment under its product transportation agreement on the Trans Mountain Expansion pipeline reflects the toll approved by the Canada Energy Regulator in the third quarter of 2026. The Company's product transportation commitment was extended through 2046, with capacity increased to approximately 178,000 bbl/d.
(2)In the second quarter of 2026, the Company executed crude oil transportation agreements delivering between 150,000 bbl/d and 165,000 bbl/d of new pipeline capacity to US markets, with service currently expected to commence in the fourth quarter of 2028. These agreements are subject to certain conditions precedent, including a final investment decision by the project proponents and certain regulatory approvals. Accordingly, the related agreements will not be recognized as commitments until the completion of all conditions precedent. The transportation agreements have a term of 20 years and, if all conditions are met, will result in transportation payments of approximately $500 million to $550 million annually being added to the Company's commitments.
(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 $1,728 million of interest payable over the 40-year tolling period, ending in 2058 (note 7).
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
16
Three and nine months ended September 30, 2026
17. SEGMENTED INFORMATION
North America North Sea Offshore Africa Total Exploration and Production
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
(millions of Canadian dollars, unaudited) 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Segmented product sales
Crude oil and NGLs (1)
$ 7,055 $ 4,724 $ 19,871 $ 14,685 $ 63 $ 28 $ 181 $ 236 $ 107 $ 21 $ 133 $ 131 $ 7,225 $ 4,773 $ 20,185 $ 15,052
Natural gas (1)
496 355 1,765 1,581 3 2 8 11 3 9 5 30 502 366 1,778 1,622
Other income and revenue 145 41 298 74 - - - - - - - 1 145 41 298 75
Total segmented product sales 7,696 5,120 21,934 16,340 66 30 189 247 110 30 138 162 7,872 5,180 22,261 16,749
Less: royalties (1,480) (710) (3,407) (1,978) - (1) - (1) (5) (1) (6) (7) (1,485) (712) (3,413) (1,986)
Segmented revenue 6,216 4,410 18,527 14,362 66 29 189 246 105 29 132 155 6,387 4,468 18,848 14,763
Segmented expenses
Production 1,017 914 3,041 2,637 78 63 209 351 45 15 76 58 1,140 992 3,326 3,046
Blending and feedstock 1,251 883 4,097 3,393 - - - - - - - - 1,251 883 4,097 3,393
Transportation 531 507 1,594 1,501 3 2 10 6 - - - - 534 509 1,604 1,507
Depletion, depreciation and amortization (3)
1,203 1,188 3,469 3,365 9 1,285 21 1,358 41 20 67 92 1,253 2,493 3,557 4,815
Asset retirement obligation accretion 55 57 164 163 21 13 62 41 1 3 4 7 77 73 230 211
Risk management loss (commodity derivatives) 72 162 388 151 - - - - - - - - 72 162 388 151
Gain on acquisition - - - (80) - - - - - - - - - - - (80)
Investment income - - - - - - - - - - - - - - - -
Total segmented expenses 4,129 3,711 12,753 11,130 111 1,363 302 1,756 87 38 147 157 4,327 5,112 13,202 13,043
Segmented earnings (loss) $ 2,087 $ 699 $ 5,774 $ 3,232 $ (45) $ (1,334) $ (113) $ (1,510) $ 18 $ (9) $ (15) $ (2) $ 2,060 $ (644) $ 5,646 $ 1,720
Non-segmented expenses
Administration
Share-based compensation
Interest and other financing expense
Risk management loss (gain) (other)
Foreign exchange loss (gain)
Total non-segmented expenses
Earnings before taxes
Current income tax
Deferred income tax
Net earnings
Canadian Natural Resources Limited
17
Three and nine months ended September 30, 2026
Oil Sands Mining and Upgrading Midstream and Refining Inter-segment Elimination and Other Total
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
(millions of Canadian dollars, unaudited) 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025 2026 2025
Segmented product sales
Crude oil and NGLs (1) (2)
$ 6,810 $ 5,255 $ 20,490 $ 15,157 $ 26 $ 24 $ 72 $ 68 $ 208 $ 416 $ 703 $ 797 $ 14,269 $ 10,468 $ 41,450 $ 31,074
Natural gas (1)
- - - - - - - - 29 33 88 93 531 399 1,866 1,715
Other income and revenue 332 54 657 127 365 106 988 464 1 2 2 2 843 203 1,945 668
Total segmented product sales 7,142 5,309 21,147 15,284 391 130 1,060 532 238 451 793 892 15,643 11,070 45,261 33,457
Less: royalties (1,365) (842) (3,504) (2,318) - - - - - - - - (2,850) (1,554) (6,917) (4,304)
Segmented revenue 5,777 4,467 17,643 12,966 391 130 1,060 532 238 451 793 892 12,793 9,516 38,344 29,153
Segmented expenses
Production 1,322 1,135 3,850 3,440 77 77 233 216 12 16 38 49 2,551 2,220 7,447 6,751
Blending and feedstock (2)
940 573 2,688 1,621 221 82 632 359 231 432 763 842 2,643 1,970 8,180 6,215
Transportation 127 206 412 537 4 3 12 38 (4) 3 (7) (1) 661 721 2,021 2,081
Depletion, depreciation and amortization (3)
791 713 2,257 2,018 4 5 13 13 - - - - 2,048 3,211 5,827 6,846
Asset retirement obligation accretion 21 22 64 65 - - - - - - - - 98 95 294 276
Risk management loss (commodity derivatives) - - - - - - - - - - - - 72 162 388 151
Gain on acquisition - - - - - - - - - - - - - - - (80)
Investment income - - - - (11) - (11) - - - - - (11) - (11) -
Total segmented expenses 3,201 2,649 9,271 7,681 295 167 879 626 239 451 794 890 8,062 8,379 24,146 22,240
Segmented earnings (loss) $ 2,576 $ 1,818 $ 8,372 $ 5,285 $ 96 $ (37) $ 181 $ (94) $ (1) $ - $ (1) $ 2 $ 4,731 $ 1,137 $ 14,198 $ 6,913
Non-segmented expenses
Administration 165 152 478 455
Share-based compensation 431 63 879 97
Interest and other financing expense 220 93 776 589
Risk management loss (gain) (other) 7 52 96 (65)
Foreign exchange loss (gain) 3 290 446 (556)
Total non-segmented expenses 826 650 2,675 520
Earnings before taxes 3,905 487 11,523 6,393
Current income tax 1,019 419 2,647 1,368
Deferred income tax (111) (532) 28 (492)
Net earnings $ 2,997 $ 600 $ 8,848 $ 5,517
(1)Product sales in the North America Exploration and Production and Oil Sands Mining and Upgrading segments originate in Canada.
(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.
(3)Includes $1,258 million for revisions to abandonment and decommissioning costs in the North Sea for the three and nine months ended September 30, 2025.
Canadian Natural Resources Limited
18
Three and nine months ended September 30, 2026
Capital Expenditures (1)
Nine Months Ended
Sep 30, 2026 Sep 30, 2025
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 $ 125 $ 13 $ 138 $ 120 $ 85 $ 205
125 13 138 120 85 205
Property, plant and equipment
Exploration and Production
North America 4,293 (180) 4,113 3,432 (34) 3,398
North Sea 9 (593) (584) 16 1,003 1,019
Offshore Africa 399 - 399 309 - 309
4,701 (773) 3,928 3,757 969 4,726
Oil Sands Mining and Upgrading 1,605 (500) 1,105 1,400 (646) 754
Midstream and Refining 5 - 5 6 - 6
Head Office 30 (45) (15) 59 - 59
6,341 (1,318) 5,023 5,222 323 5,545
$ 6,466 $ (1,305) $ 5,161 $ 5,342 $ 408 $ 5,750
(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
2026
Dec 31
2025
Exploration and Production
North America $ 39,643 $ 33,462
North Sea 955 789
Offshore Africa 1,802 1,398
Other 106 35
Oil Sands Mining and Upgrading 54,562 54,699
Midstream and Refining 1,379 1,142
Head Office 298 305
$ 98,745 $ 91,830
Canadian Natural Resources Limited
19
Three and nine months ended September 30, 2026
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 August 2025. 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 (times) for the twelve month period ended September 30, 2026:
Net earnings (1)
19.0x
Adjusted funds flow (2)
24.2x
(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
20
Three and nine months ended September 30, 2026
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