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SCO

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Canadian Natural Resources Limited Announces 2012 First Quarter Results

03/05/2012 10:00pm

Marketwired Canada


Canadian Natural Resources Limited (TSX:CNQ) (NYSE:CNQ) 

Commenting on first quarter results, Canadian Natural's Vice-Chairman John
Langille stated, "Our balanced asset base and production mix are key components
to our strategy of creating long term shareholder value throughout the commodity
price cycles. We exited Q1/12 in a strong financial position and continue to
have a high degree of flexibility in our capital allocation. This drives our
ability to transition to more sustainable, longer life production delivered from
our existing asset base. The strength of our portfolio is evident as we target
to grow production from Q4/11 to Q4/12 by 10% while spending within cash flow
and allocating more than half our 2012 capital budget to projects for future
production."


Steve Laut, President of Canadian Natural continued, "Production was
successfully re-started at Horizon on March 13, 2012. The third ore preparation
plant and associated hydro-transport unit were fully integrated into operations
in the quarter and contributed to solid production of approximately 111,500
bbl/d in April. Our thermal in situ operations are heading into a production
cycle following completion of the steaming cycle and we are targeting a strong
ramp up in production through to the end of the year. In addition, our primary
heavy crude oil achieved record quarterly production and Canadian light crude
oil and NGLs will continue to be strong drivers of value growth in 2012."




QUARTERLY HIGHLIGHTS                                                        
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
($ Millions, except per common         Mar 31         Dec 31         Mar 31 
 share amounts)                          2012           2011           2011 
----------------------------------------------------------------------------
Net earnings                    $         427  $         832  $          46 
  Per common share - basic      $        0.39  $        0.76  $        0.04 
                   - diluted    $        0.39  $        0.76  $        0.04 
Adjusted net earnings from                                                  
 operations (1)                 $         300  $         972  $         228 
  Per common share - basic      $        0.27  $        0.89  $        0.21 
                   - diluted    $        0.27  $        0.88  $        0.21 
Cash flow from operations (2)   $       1,280  $       2,158  $       1,074 
  Per common share - basic      $        1.16  $        1.97  $        0.98 
                   - diluted    $        1.16  $        1.96  $        0.97 
Capital expenditures, net of                                                
 dispositions                   $       1,596  $       1,909  $       1,694 
                                                                            
Daily production, before                                                    
 royalties                                                                  
  Natural gas (MMcf/d)                  1,302          1,280          1,256 
  Crude oil and NGLs (bbl/d)          395,461        444,286        356,988 
  Equivalent production (BOE/d)                                             
   (3)                                612,279        657,599        566,231 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Adjusted net earnings from operations is a non-GAAP measure that the    
    Company utilizes to evaluate its performance. The derivation of this    
    measure is discussed in the Management's Discussion and Analysis        
    ("MD&A").                                                               
(2) Cash flow from operations is a non-GAAP measure that the Company        
    considers key as it demonstrates the Company's ability to fund capital  
    reinvestment and debt repayment. The derivation of this measure is      
    discussed in the MD&A.                                                  
(3) A barrel of oil equivalent ("BOE") is derived by converting six thousand
    cubic feet of natural gas to one barrel of crude oil (6 Mcf:1 bbl). This
    conversion may be misleading, particularly if used in isolation, since  
    the 6 Mcf:1 bbl ratio is based on an energy equivalency conversion      
    method primarily applicable at the burner tip and does not represent a  
    value equivalency at the wellhead. In comparing the value ratio using   
    current crude oil prices relative to natural gas prices, the 6 Mcf:1 bbl
    conversion ratio may be misleading as an indication of value.           



- Total crude oil and NGLs production averaged 395,461 bbl/d in Q1/12
representing an increase of 11% over Q1/11 and a decrease of 11% from Q4/11. The
increase in production over Q1/11 reflects the successful results of primary
heavy crude oil and light crude oil drilling programs and increased production
from Horizon partially offset by the timing of steaming cycles in Bitumen
("thermal in situ"). The decrease in production from Q4/11 was a result of the
temporary suspension of production at Horizon. On February 5, 2012 production at
Horizon was suspended for unplanned maintenance on the fractionating unit.
Production for the quarter exceeded previously issued guidance as a result of
resuming production on March 13, 2012, earlier than originally anticipated.


- Total natural gas production for Q1/12 was 1,302 MMcf/d representing an
increase of 4% over Q1/11 and 2% over Q4/11. The increase in production reflects
the impact of natural gas producing properties acquired during 2011 and strong
results from the Company's modest, liquids rich drilling program offset by
natural declines. 


- Canadian Natural generated quarterly cash flow from operations of $1.28
billion compared to $1.07 billion in Q1/11 and $2.16 billion in Q4/11. The
increase in cash flow from Q1/11 was primarily related to higher sales volumes
from the Company's North America crude oil and NGLs and oil sands mining
operations. The decrease in cash flow from Q4/11 was primarily related to lower
synthetic crude oil ("SCO") sales volumes, lower crude oil and NGLs netbacks and
lower natural gas prices.


- AECO benchmark natural gas prices were down 27% in Q1/12 from Q4/11. This
reduction in pricing was responsible for approximately $75 million less
after-tax cash flow in Q1/12. The lower current strip AECO natural gas prices
for full year 2012 when compared to original budget targets an after-tax cash
flow reduction of approximately $550 million. As a result, the Company has
reduced natural gas capital expenditures by $190 million from original budget
and has reduced full year targeted drilling to 36 net wells. 


- Adjusted net earnings from operations for the quarter was $300 million,
compared to adjusted net earnings of $228 million in Q1/11 and $972 million in
Q4/11. Changes in adjusted net earnings reflect the changes in cash flow from
operations.


- North America light crude oil and NGLs quarterly production increased 19%
compared to Q1/11 and increased 7% compared to Q4/11 as a result of a successful
light oil drilling program and increased liquid recoveries from Septimus
following the completion of a tie in to a deep cut facility.


- Primary heavy crude oil production increased 24% compared to Q1/11 and 8%
compared to Q4/11, achieving record quarterly production exceeding 120,000
bbl/d. Canadian Natural targets to drill approximately 815 net primary heavy
crude oil wells in 2012 and increase production by 19% over 2011, 3% above
original expectations primarily due to better than expected results from
Woodenhouse. Woodenhouse is a new non-traditional primary heavy crude oil area
located 75 kilometers north of Pelican Lake.


- At Horizon, the third ore preparation plant ("OPP") and associated
hydro-transport unit were successfully integrated into operations in the
quarter. The third OPP is expected to increase production reliability going
forward by allowing the Company to maintain steady feedstock to the upgrader
with two of the three OPPs continually on stream. SCO production in April 2012
averaged approximately 111,500 bbl/d.


- The WCS heavy crude oil differential as a percent of WTI averaged 21% in
Q1/12. The WCS heavy differential widened in Q1/12 from Q4/11 as a result of
planned and unplanned maintenance at key refineries in the United States and
Canada. The WCS heavy crude oil differential as a percent of WTI widened to 29%
in March and 32% in April. As expected, the differential for May narrowed to 19%
and indications in June are for further tightening to approximately 14% as
refineries come back on stream.


- Subsequent to Q1/12, Toronto Stock Exchange accepted notice of Canadian
Natural's renewal of its Normal Course Issuer Bid through the facilities of
Toronto Stock Exchange and the New York Stock Exchange. The notice provides that
Canadian Natural may, during the 12 month period commencing April 9, 2012 and
ending April 8, 2013, purchase for cancellation on Toronto Stock Exchange and
the New York Stock Exchange up to 55,027,447 shares.


- Canadian Natural purchased 692,200 common shares in the quarter for
cancellation at a weighted average price of $33.11 per common share. Subsequent
to the quarter, the Company purchased a further 521,100 common shares at a
weighted average price of $32.21 per common share.


- Declared a quarterly cash dividend on common shares of $0.105 per common share
payable July 1, 2012.


GOVERNANCE UPDATE

As part of the Company's commitment to good governance practices, the Board of
Directors has appointed Ambassador Gordon D. Giffin as independent lead Director
concurrently with the Company's Annual and Special Meeting of Shareholders on
May 3, 2012.


OPERATIONS REVIEW AND CAPITAL ALLOCATION

In order to facilitate efficient operations, Canadian Natural focuses its
activities in core regions where it can own a substantial land base and
associated infrastructure. Land inventories are maintained to enable continuous
exploitation of play types and geological trends, greatly reducing overall
exploration risk. By owning associated infrastructure, the Company is able to
maximize utilization of its production facilities, thereby increasing control
over production costs. Further, the Company maintains large project inventories
and production diversification among each of the commodities it produces; light
and medium crude oil, primary heavy crude oil, Pelican Lake heavy crude oil,
Bitumen ("thermal in situ"), SCO (herein collectively referred to as "crude
oil"), natural gas and NGLs. A large diversified project portfolio enables the
effective allocation of capital to higher return opportunities.


OPERATIONS REVIEW



Drilling activity (number of wells)                                         
                                           Three Months Ended Mar 31        
                                    ----------------------------------------
                                            2012                2011        
                                        Gross       Net     Gross       Net 
----------------------------------------------------------------------------
Crude oil                                 300       278       290       279 
Natural gas                                21        19        28        25 
Dry                                         6         6        17        16 
----------------------------------------------------------------------------
Subtotal                                  327       303       335       320 
Stratigraphic test / service wells        584       584       502       501 
----------------------------------------------------------------------------
Total                                     911       887       837       821 
----------------------------------------------------------------------------
Success rate (excluding                                                     
 stratigraphic test / service wells)                 98%                 95%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
North America Exploration and Production                                    
                                                                            
North America crude oil and NGLs                                
                                            Three Months Ended              
                               ---------------------------------------------
                                         Mar 31       Dec 31         Mar 31 
                                           2012         2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs production (bbl/d)   305,613      291,839        290,130 
----------------------------------------------------------------------------
                                                                            
Net wells targeting crude oil               284          345            293 
Net successful wells drilled                278          330            279 
----------------------------------------------------------------------------
  Success rate                               98%          96%            95%
----------------------------------------------------------------------------
----------------------------------------------------------------------------



- North America crude oil and NGLs production were within previously issued
guidance for the quarter as a result of efficient and effective operations.
Production averaged 305,613 bbl/d in Q1/12 representing an increase of 5% from
Q1/11 and Q4/11. The increase in production was a result of successful primary
heavy and light crude oil drilling programs.


- Primary heavy crude oil production increased 24% compared to Q1/11 and 8%
compared to Q4/11, achieving record quarterly production exceeding 120,000
bbl/d. Canadian Natural targets to drill approximately 815 net primary heavy
crude oil wells in 2012 and increase production by 19% over 2011, 3% above
original expectations primarily due to better than expected results from
Woodenhouse. Woodenhouse is a new non-traditional primary heavy crude oil area
located 75 kilometers north of Pelican Lake.


- North America light crude oil and NGLs quarterly production increased 19%
compared to Q1/11 and increased 7% compared to Q4/11 as a result of a successful
light oil drilling program and increased liquid recoveries from Septimus
following the completion of a tie in to a deep cut facility. North America light
crude oil and NGLs is a significant part of Canadian Natural's balanced
portfolio, averaging approximately 66,000 bbl/d in the quarter.


- At Pelican Lake, reservoir performance continues to be positive. The Company
is constructing a 25,000 bbl/d battery and targets to drill eight injectors and
78 producers in 2012. The Company targets to ultimately recover 561 million
barrels (363 million barrels of proved plus probable reserves and 198 million
barrels of contingent resources) of additional crude oil from this world class
crude oil pool.


- As expected, thermal in situ production averaged approximately 80,000 bbl/d in
Q1/12 as a result of the timing of steaming cycles. Production is targeted to
ramp up in the second quarter as pads re-enter the production cycle. The Company
targets to increase production by 8% in 2012 over 2011. 


- Canadian Natural has a robust portfolio of steam assisted gravity drainage
("SAGD") projects with the potential to grow thermal in situ production to
approximately 480,000 bbl/d of capacity. Each project will be used as a template
for the projects that follow, allowing the Company to continually refine
development and optimize performance. The Company targets to add 40,000 to
60,000 bbl/d of production every two to three years through the development of
these projects.


-- Kirby South Phase 1 remains on cost and on schedule with first steam-in
targeted for late 2013. Drilling is progressing on the fourth of seven pads with
wells confirming geological expectations. The total project was 42% complete at
the end of the quarter.


-- Construction preparation work is underway on Kirby North Phase 1 including
construction of the main access road and clearing of the plant site. First
steam-in is targeted for 2016.


-- The regulatory approval application for Grouse was submitted in the quarter
with first steam-in targeted for 2017.


-- Canadian Natural has an active stratigraphic ("strat") test well drilling
program to delineate the reservoir characteristics for future projects. The
Company drilled 355 strat test and observation wells in the quarter.


- In Q2/12, the Company plans to drill 44 net thermal in situ wells and 182 net
crude oil wells, excluding strat test and service wells.


- North America crude oil and NGLs operating costs increased to $15.40/bbl from
$12.28/bbl in Q1/11 and $14.32/bbl in Q4/11. The increase was primarily due to
higher primary heavy crude oil operating costs as a result of increased trucking
costs, facility treating constraints (Lindbergh expansion targeted for Q3/12),
drilling more wells than budgeted in Q1/12, seasonality and the impact of
greater than forecasted production from Woodenhouse. Notwithstanding these Q1/12
costs, 2012 full year operating cost guidance for North America crude oil and
NGLs remains at $11.00/bbl to $13.00/bbl.




North America natural gas                                                   
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Natural gas production (MMcf/d)         1,281          1,255          1,225 
----------------------------------------------------------------------------
                                                                            
Net wells targeting natural gas            19             29             26 
Net successful wells drilled               19             27             25 
----------------------------------------------------------------------------
  Success rate                            100%            93%            96%
----------------------------------------------------------------------------
----------------------------------------------------------------------------



- North America natural gas production for the quarter averaged 1,281 MMcf/d
representing an increase of 5% from Q1/11 and an increase of 2% from Q4/11. The
increase in production was a result of natural gas producing properties acquired
in 2011 and strong results from the Company's modest, liquids rich drilling
program offset by natural declines.


- AECO benchmark natural gas prices were down 27% in Q1/12 from Q4/11. This
reduction in pricing was responsible for approximately $75 million less
after-tax cash flow in Q1/12. The lower current strip AECO natural gas prices
for full year 2012 when compared to original budget targets an after-tax cash
flow reduction of approximately $550 million. As a result, the Company has
reduced natural gas capital expenditures by $190 million from original budget
and has reduced full year targeted drilling to 36 net wells. 


- In Q1/12 the Company has shut-in approximately 16 MMcf/d of natural gas in
addition to the approximately 20 MMcf/d shut-in in Q4/11. The Company has a
strategic plan to shut-in certain additional natural gas volumes of
approximately 22 MMcf/d if natural gas prices remain below economic thresholds
in those areas. 


- At Septimus, the plant expansion remains on track and on budget. The expansion
will increase sales capacity to 110 MMcf/d and approximately 11,000 bbl/d of
liquids. The Company targets to drill 10 net natural gas wells in 2012,
reflecting a reduction of 7 net natural gas wells from the previous forecast.


- North America natural gas operating costs increased to $1.33/Mcf from
$1.16/Mcf in Q1/11 and $1.12/Mcf in Q4/11. The increase was a result of seasonal
winter costs and high operating cost properties acquired in the fourth quarter
of 2011. Canadian Natural expects operating costs to decline once acquired
properties have been fully integrated with existing operations. 2012 full year
operating cost guidance for North America natural gas remains at $1.10/Mcf to
$1.20/Mcf.




International Exploration and Production                                    
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil production (bbl/d)                                                
  North Sea                            23,046         26,769         34,101 
  Offshore Africa                      20,712         22,726         25,488 
----------------------------------------------------------------------------
Natural gas production (MMcf/d)                                             
  North Sea                                 3              6              9 
  Offshore Africa                          18             19             22 
----------------------------------------------------------------------------
Net wells targeting crude oil             0.0            0.0            0.9 
Net successful wells drilled              0.0            0.0            0.0 
----------------------------------------------------------------------------
  Success rate                              0%             0%             0%
----------------------------------------------------------------------------
----------------------------------------------------------------------------



- North Sea crude oil production averaged 23,046 bbl/d during Q1/12 representing
a decrease of 32% compared to Q1/11 and a decrease of 14% compared to Q4/11. The
decrease from Q1/11 was a result of suspended operations at Banff/Kyle due to
damage suffered to the floating production storage offloading vessel ("FPSO")
from severe storm conditions.


- In Q4/11, the Banff/Kyle FPSO was removed from the field after suffering
damage from severe storm conditions. The Company is assessing the extent of the
damage including associated costs. The incident is an insurable event for both
property damage and business interruption insurance.


- Production in Offshore Africa averaged 20,712 bbl/d during Q1/12 representing
a decrease of 19% compared to Q1/11 and a decrease of 9% compared to Q4/11. The
decrease from Q1/11 was a result of natural field declines. Infill drilling at
the Espoir Field is targeted to begin in late 2012, targeting additional
production of 6,500 BOE/d at the completion of this drilling program.


- Subsequent to the quarter, Canadian Natural acquired a 36% interest in Block
514 in Cote d'Ivoire. This block's areal extent is approximately 1,250 square km
and has an initial 3 year term in which 3D seismic data will be acquired and a
well will be drilled.  The Company believes this block is prospective for
deepwater channel/fan plays similar to recent discoveries in Ghana and elsewhere
in offshore Africa.


- North Sea and Offshore Africa realized crude oil prices increased in Q1/12 by
7% and 26% respectively from Q4/11 partially as a result of the increase in the
Brent benchmark pricing. 




North America Oil Sands Mining and Upgrading - Horizon                      
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Synthetic crude oil production                                              
 ("SCO") (bbl/d)                       46,090        102,952          7,269 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



- SCO production at Horizon averaged 46,090 bbl/d in Q1/12. The decrease from
Q4/11 was due to the temporary suspension of production. On February 5, 2012
production at Horizon was suspended for unplanned maintenance on the
fractionating unit. Production for the quarter exceeded previously issued
guidance as a result of resuming production on March 13, 2012, earlier than
originally anticipated. Production in April 2012 averaged approximately 111,500
bbl/d.


- The third OPP and associated hydro-transport unit were successfully integrated
into operations in the quarter. The third OPP is expected to increase production
reliability going forward by allowing the Company to maintain steady feedstock
to the upgrader with two  of the three OPPs continually on stream.


- Canadian Natural's staged expansion to 250,000 bbl/d of SCO production
capacity continues to progress on track. Thus far, the Company's strategy to
break the expansion down into smaller more focused projects has proven to be
effective. The project capital budget for Horizon for 2012 is $1.88 billion and
projects currently under construction are trending at or below cost estimates.




MARKETING                                                                   
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs pricing                                                  
  WTI benchmark price (US$/bbl)                                             
   (1)                          $      102.94  $       94.02  $       94.25 
  Western Canadian Select blend                                             
   differential from WTI (%)               21%            11%            24%
  SCO price (US$/bbl) (2)       $       98.11  $      102.95  $       95.24 
  Average realized pricing                                                  
   before risk management                                                   
   (C$/bbl) (3)                 $       80.08  $       85.28  $       67.96 
Natural gas pricing                                                         
  AECO benchmark price (C$/GJ)  $        2.39  $        3.29  $        3.57 
  Average realized pricing                                                  
   before risk management                                                   
   (C$/Mcf)                     $        2.47  $        3.50  $        3.83 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) West Texas Intermediate ("WTI").                                        
(2) Synthetic crude oil ("SCO").                                            
(3) Excludes SCO.                                                           



- In Q1/12, WTI pricing increased by 9% from Q1/11 and Q4/11 partially due to
supply and demand imbalances.


- The WCS heavy crude oil differential as a percent of WTI averaged 21% in
Q1/12. The WCS heavy differential widened in Q1/12 from Q4/11 as a result of
planned and unplanned maintenance at key refineries in the United States and
Canada. The WCS heavy crude oil differential as a percent of WTI widened to 29%
in March and 32% in April. As expected, the differential for May narrowed to 19%
and indications in June are for further tightening to approximately 14% as
refineries come back on stream.


- During Q1/12, Canadian Natural contributed 152,000 bbl/d of its heavy crude
oil stream to the WCS blend. The Company is the largest contributor of the WCS
blend, accounting for 51%.


- AECO benchmark natural gas prices decreased 33% compared to Q1/11 and 27%
compared to Q4/11, due to supply and demand imbalances in North America. 


REDWATER UPGRADING AND REFINING

Supporting and participating in projects that add incremental conversion
capacity is a key part of the Company's marketing strategy. Canadian Natural, in
a partnership agreement with North West Upgrading Inc., continues to move
forward with detailed engineering regarding the construction and operation of a
bitumen refinery near Redwater, Alberta. Project development is dependent upon
completion of detailed engineering and final project sanction by the partnership
and its partners and approval of the final tolls. Board sanction is currently
targeted in 2012.


FINANCIAL REVIEW

The financial position of Canadian Natural remains strong as the Company
continues to implement proven strategies and focus on disciplined capital
allocation. Canadian Natural's cash flow generation, credit facilities, its
diverse asset base and related capital expenditure programs, and commodity
hedging policy all support a flexible financial position and provide the right
financial resources for the short, mid and long term. Supporting this are: 


- A large and diverse asset base spread over various commodity types; average
production amounted to 612,279 BOE/d in Q1/12 with over 96% of production
located in G8 countries.


- A strong balance sheet with debt to book capitalization of 26% and debt to
EBITDA of 1.0. At March 31, 2012 long-term debt amounted to $8.2 billion
compared with $8.5 billion at March 31, 2011.


- Canadian Natural maintains significant financial stability and liquidity
represented by approximately $4.1 billion in available unused bank lines at the
end of the quarter. 


- Canadian Natural's commodity hedging program protects investment returns,
ensures ongoing balance sheet strength and supports the Company's cash flow for
its capital expenditures programs. The Company has hedged approximately 50% of
the remaining three quarters of forecasted 2012 crude oil volumes through a
combination of puts and collars.


- Subsequent to Q1/12, Toronto Stock Exchange accepted notice of Canadian
Natural's renewal of its Normal Course Issuer Bid through the facilities of
Toronto Stock Exchange and the New York Stock Exchange. The notice provides that
Canadian Natural may, during the 12 month period commencing April 9, 2012 and
ending April 8, 2013, purchase for cancellation on Toronto Stock Exchange and
the New York Stock Exchange up to 55,027,447 shares.


- Canadian Natural purchased 692,200 common shares in the quarter for
cancellation at a weighted average price of $33.11 per common share. Subsequent
to the quarter, the Company purchased a further 521,100 common shares at a
weighted average price of $32.21 per common share.


- Declared a quarterly cash dividend on common shares of $0.105 per common share
payable July 1, 2012.


OUTLOOK

The Company forecasts 2012 production levels before royalties to average between
1,220 and 1,260 MMcf/d of natural gas and between 440,000 and 480,000 bbl/d of
crude oil and NGLs. Q2/12 production guidance before royalties is forecast to
average between 1,250 and 1,270 MMcf/d of natural gas and between 453,000 and
482,000 bbl/d of crude oil and NGLs. Detailed guidance on production levels,
capital allocation and operating costs can be found on the Company's website at
www.cnrl.com.


MANAGEMENT'S DISCUSSION AND ANALYSIS 

Forward-Looking Statements

Certain statements relating to Canadian Natural Resources Limited (the
"Company") in this document or documents incorporated herein by reference
constitute forward-looking statements or information (collectively referred to
herein as "forward-looking statements") within the meaning of applicable
securities legislation. Forward-looking statements can be identified by the
words "believe", "anticipate", "expect", "plan", "estimate", "target",
"continue", "could", "intend", "may", "potential", "predict", "should", "will",
"objective", "project", "forecast", "goal", "guidance", "outlook", "effort",
"seeks", "schedule" or expressions of a similar nature suggesting future outcome
or statements regarding an outlook. Disclosure related to expected future
commodity pricing, forecast or anticipated production volumes and costs,
royalties, operating costs, capital expenditures, income tax expenses and other
guidance provided throughout this Management's Discussion and Analysis ("MD&A"),
constitute forward-looking statements. Disclosure of plans relating to and
expected results of existing and future developments, including but not limited
to the Horizon Oil Sands operations and future expansion, Primrose, Pelican
Lake, the Kirby Thermal Oil Sands Project, the Keystone XL Pipeline US Gulf
Coast expansion, and the construction and future operations of the North West
Redwater bitumen upgrader and refinery also constitute forward-looking
statements. This forward-looking information is based on annual budgets and
multi-year forecasts, and is reviewed and revised throughout the year as
necessary in the context of targeted financial ratios, project returns, product
pricing expectations and balance in project risk and time horizons. These
statements are not guarantees of future performance and are subject to certain
risks. The reader should not place undue reliance on these forward-looking
statements as there can be no assurances that the plans, initiatives or
expectations upon which they are based will occur.


In addition, statements relating to "reserves" are deemed to be forward-looking
statements as they involve the implied assessment based on certain estimates and
assumptions that the reserves described can be profitably produced in the
future. There are numerous uncertainties inherent in estimating quantities of
proved and proved plus probable crude oil and natural gas reserves and in
projecting future rates of production and the timing of development
expenditures. The total amount or timing of actual future production may vary
significantly from reserve and production estimates.


The forward-looking statements are based on current expectations, estimates and
projections about the Company and the industry in which the Company operates,
which speak only as of the date such statements were made or as of the date of
the report or document in which they are contained, and are subject to known and
unknown risks and uncertainties that could cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others:
general economic and business conditions which will, among other things, impact
demand for and market prices of the Company's products; volatility of and
assumptions regarding crude oil and natural gas prices; fluctuations in currency
and interest rates; assumptions on which the Company's current guidance is
based; economic conditions in the countries and regions in which the Company
conducts business; political uncertainty, including actions of or against
terrorists, insurgent groups or other conflict including conflict between
states; industry capacity; ability of the Company to implement its business
strategy, including exploration and development activities; impact of
competition; the Company's defense of lawsuits; availability and cost of
seismic, drilling and other equipment; ability of the Company and its
subsidiaries to complete capital programs; the Company's and its subsidiaries'
ability to secure adequate transportation for its products; unexpected
disruptions or delays in the resumption of the mining, extracting or upgrading
of the Company's bitumen products; potential delays or changes in plans with
respect to exploration or development projects or capital expenditures; ability
of the Company to attract the necessary labour required to build its thermal and
oil sands mining projects; operating hazards and other difficulties inherent in
the exploration for and production and sale of crude oil and natural gas and in
mining, extracting or upgrading the Company's bitumen products; availability and
cost of financing; the Company's and its subsidiaries' success of exploration
and development activities and their ability to replace and expand crude oil and
natural gas reserves; timing and success of integrating the business and
operations of acquired companies; production levels; imprecision of reserve
estimates and estimates of recoverable quantities of crude oil, natural gas and
natural gas liquids ("NGLs") not currently classified as proved; actions by
governmental authorities; government regulations and the expenditures required
to comply with them (especially safety and environmental laws and regulations
and the impact of climate change initiatives on capital and operating costs);
asset retirement obligations; the adequacy of the Company's provision for taxes;
and other circumstances affecting revenues and expenses. 


The Company's operations have been, and in the future may be, affected by
political developments and by federal, provincial and local laws and regulations
such as restrictions on production, changes in taxes, royalties and other
amounts payable to governments or governmental agencies, price or gathering rate
controls and environmental protection regulations. Should one or more of these
risks or uncertainties materialize, or should any of the Company's assumptions
prove incorrect, actual results may vary in material respects from those
projected in the forward-looking statements. The impact of any one factor on a
particular forward-looking statement is not determinable with certainty as such
factors are dependent upon other factors, and the Company's course of action
would depend upon its assessment of the future considering all information then
available. 


Readers are cautioned that the foregoing list of factors is not exhaustive.
Unpredictable or unknown factors not discussed in this report could also have
material adverse effects on forward-looking statements. Although the Company
believes that the expectations conveyed by the forward-looking statements are
reasonable based on information available to it on the date such forward-looking
statements are made, no assurances can be given as to future results, levels of
activity and achievements. All subsequent forward-looking statements, whether
written or oral, attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements. Except as
required by law, the Company assumes no obligation to update forward-looking
statements, whether as a result of new information, future events or other
factors, or the foregoing factors affecting this information, should
circumstances or Management's estimates or opinions change.


Management's Discussion and Analysis

This MD&A of the financial condition and results of operations of the Company
should be read in conjunction with the unaudited interim consolidated financial
statements for the three months ended March 31, 2012 and the MD&A and the
audited consolidated financial statements for the year ended December 31, 2011.


All dollar amounts are referenced in millions of Canadian dollars, except where
noted otherwise. The Company's consolidated financial statements for the period
ended March 31, 2012 and this MD&A have been prepared in accordance with
International Financial Reporting Standards ("IFRS"), as issued by the
International Accounting Standards Board ("IASB"). Unless otherwise stated, 2010
comparative figures have been restated in accordance with IFRS issued as at
December 31, 2011. This MD&A includes references to financial measures commonly
used in the crude oil and natural gas industry, such as adjusted net earnings
from operations, cash flow from operations, and cash production costs. These
financial measures are not defined by IFRS and therefore are referred to as
non-GAAP measures. The non-GAAP measures used by the Company may not be
comparable to similar measures presented by other companies. The Company uses
these non-GAAP measures to evaluate its performance. The non-GAAP measures
should not be considered an alternative to or more meaningful than net earnings,
as determined in accordance with IFRS, as an indication of the Company's
performance. The non-GAAP measures adjusted net earnings from operations and
cash flow from operations are reconciled to net earnings, as determined in
accordance with IFRS, in the "Financial Highlights" section of this MD&A. The
derivation of cash production costs is included in the "Operating Highlights -
Oil Sands Mining and Upgrading" section of this MD&A. The Company also presents
certain non-GAAP financial ratios and their derivation in the "Liquidity and
Capital Resources" section of this MD&A.


A Barrel of Oil Equivalent ("BOE") is derived by converting six thousand cubic
feet of natural gas to one barrel of crude oil (6 Mcf:1 bbl). This conversion
may be misleading, particularly if used in isolation, since the 6 Mcf:1 bbl
ratio is based on an energy equivalency conversion method primarily applicable
at the burner tip and does not represent a value equivalency at the wellhead. In
comparing the value ratio using current crude oil prices relative to natural gas
prices, the 6 Mcf:1 bbl conversion ratio may be misleading as an indication of
value. In addition, for the purposes of this MD&A, crude oil is defined to
include the following commodities: light & medium crude oil, primary heavy crude
oil, Pelican Lake heavy crude oil, bitumen (thermal oil), and synthetic crude
oil.


Production volumes and per unit statistics are presented throughout this MD&A on
a "before royalty" or "gross" basis, and realized prices are net of
transportation and blending costs and exclude the effect of risk management
activities. Production on an "after royalty" or "net" basis is also presented
for information purposes only. 


The following discussion refers primarily to the Company's financial results for
the three months ended March 31, 2012 in relation to the first quarter of 2011
and the fourth quarter of 2011. The accompanying tables form an integral part of
this MD&A. This MD&A is dated May 3, 2012. Additional information relating to
the Company, including its Annual Information Form for the year ended December
31, 2011, is available on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov.




FINANCIAL HIGHLIGHTS                                                        
                                                                            
($ millions, except per common                                              
 share amounts)                             Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Product sales                   $       3,971  $       4,788  $       3,302
Net earnings                    $         427  $         832  $          46 
  Per common share - basic      $        0.39  $        0.76  $        0.04 
                   - diluted    $        0.39  $        0.76  $        0.04 
Adjusted net earnings from                                                  
 operations (1)                 $         300  $         972  $         228 
  Per common share - basic      $        0.27  $        0.89  $        0.21 
                   - diluted    $        0.27  $        0.88  $        0.21 
Cash flow from operations (2)   $       1,280  $       2,158  $       1,074 
  Per common share - basic      $        1.16  $        1.97  $        0.98 
                   - diluted    $        1.16  $        1.96  $        0.97 
Capital expenditures, net of                                                
 dispositions                   $       1,596  $       1,909  $       1,694 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Adjusted net earnings from operations is a non-GAAP measure that        
    represents net earnings adjusted for certain items of a non-operational 
    nature. The Company evaluates its performance based on adjusted net     
    earnings from operations. The reconciliation "Adjusted Net Earnings from
    Operations" presented below lists the after-tax effects of certain items
    of a non-operational nature that are included in the Company's financial
    results. Adjusted net earnings from operations may not be comparable to 
    similar measures presented by other companies.                          
(2) Cash flow from operations is a non-GAAP measure that represents net     
    earnings adjusted for non-cash items before working capital adjustments.
    The Company evaluates its performance based on cash flow from           
    operations. The Company considers cash flow from operations a key       
    measure as it demonstrates the Company's ability to generate the cash   
    flow necessary to fund future growth through capital investment and to  
    repay debt. The reconciliation "Cash Flow from Operations" presented    
    lists certain non-cash items that are included in the Company's         
    financial results. Cash flow from operations may not be comparable to   
    similar measures presented by other companies.                          
                                                                            
Adjusted Net Earnings from Operations                                       
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
Net earnings as reported        $         427  $         832  $          46 
Share-based compensation                                                    
 (recovery) expense, net of tax                                             
 (1)                                     (107)           207            128 
Unrealized risk management                                                  
 loss, net of tax (2)                      40             50             39 
Unrealized foreign exchange                                                 
 gain, net of tax (3)                     (60)          (117)           (89)
Effect of statutory tax rate                                                
 and other legislative changes                                              
 on deferred income                                                         
 tax liabilities (4)                        -              -            104 
----------------------------------------------------------------------------
Adjusted net earnings from                                                  
 operations                     $         300  $         972  $         228 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The Company's employee stock option plan provides for a cash payment    
    option. Accordingly, the fair value of the outstanding vested options is
    recorded as a liability on the Company's balance sheets and periodic    
    changes in the fair value are recognized in net earnings or are         
    capitalized to Oil Sands Mining and Upgrading construction costs.       
(2) Derivative financial instruments are recorded at fair value on the      
    balance sheets, with changes in fair value of non-designated hedges     
    recognized in net earnings. The amounts ultimately realized may be      
    materially different than reflected in the financial statements due to  
    changes in prices of the underlying items hedged, primarily crude oil   
    and natural gas.                                                        
(3) Unrealized foreign exchange gains and losses result primarily from the  
    translation of US dollar denominated long-term debt to period-end       
    exchange rates, partially offset by the impact of cross currency swaps, 
    and are recognized in net earnings.                                     
(4) All substantively enacted adjustments in applicable income tax rates and
    other legislative changes are applied to underlying assets and          
    liabilities on the Company's balance sheets in determining deferred     
    income tax assets and liabilities. The impact of these tax rate and     
    other legislative changes is recorded in net earnings during the period 
    the legislation is substantively enacted. During the first quarter of   
    2011, the UK government enacted an increase to the corporate income tax 
    rate charged on profits from UK North Sea crude oil and natural gas     
    production from 50% to 62%. The Company's deferred income tax liability 
    was increased by $104 million with respect to this tax rate change.     
                                                                            
Cash Flow from Operations                                                   
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
Net earnings                    $         427  $         832  $          46 
Non-cash items:                                                             
Depletion, depreciation and                                                 
 amortization                             975            998            849 
Share-based compensation                                                    
 (recovery) expense                      (107)           207            128 
Asset retirement obligation                                                 
 accretion                                 37             33             33 
Unrealized risk management loss            60             58             54 
Unrealized foreign exchange                                                 
 gain                                     (60)          (117)           (89)
Deferred income tax (recovery)                                              
 expense                                  (52)           144             53 
Horizon asset impairment                                                    
 provision                                  -              -            396 
Insurance recovery - property                                               
 damage                                     -              3           (396)
----------------------------------------------------------------------------
Cash flow from operations       $       1,280  $       2,158  $       1,074 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



SUMMARY OF CONSOLIDATED NET EARNINGS AND CASH FLOW FROM OPERATIONS

Net earnings for the first quarter of 2012 were $427 million compared to $46
million for the first quarter of 2011 and $832 million for the fourth quarter of
2011. Net earnings for the first quarter of 2012 included net after-tax income
of $127 million, compared to net after-tax expenses of $182 million for the
first quarter of 2011, and net after-tax expenses of $140 million for the fourth
quarter of 2011 related to the effects of share-based compensation, risk
management activities, fluctuations in foreign exchange rates, and the impact of
statutory tax rate and other legislative changes on deferred income tax
liabilities. Excluding these items, adjusted net earnings from operations for
the first quarter of 2012 were $300 million, compared to $228 million for the
first quarter of 2011 and $972 million for the fourth quarter of 2011.


The increase in adjusted net earnings for the first quarter of 2012 from the
first quarter of 2011 was primarily due to:


- higher sales volumes in North America and Horizon segments;

- the impact of a weaker Canadian dollar; and

- higher crude oil and NGLs netbacks;

partially offset by:

- lower natural gas netbacks;

- higher depletion, depreciation and amortization expense; and

- higher realized risk management losses.

The decrease in adjusted net earnings for the first quarter of 2012 from the
fourth quarter of 2011 was primarily due to:


- lower synthetic crude oil sales volumes, primarily due to unplanned
maintenance on the fractionating unit in the Horizon primary upgrading facility;


- lower crude oil and NGLs and natural gas netbacks;

- higher administration expense;

- higher interest and other financing costs;

- higher realized risk management losses; and

- the impact of a stronger Canadian dollar;

partially offset by:

- higher North America crude oil and NGLs sales volumes; and

- lower depletion, depreciation and amortization expense.

The impacts of share-based compensation, risk management activities and changes
in foreign exchange rates are expected to continue to contribute to quarterly
volatility in consolidated net earnings and are discussed in detail in the
relevant sections of this MD&A.


Cash flow from operations for the first quarter of 2012 was $1,280 million
compared to $1,074 million for the first quarter of 2011 and $2,158 million for
the fourth quarter of 2011. The increase in cash flow from operations from the
first quarter of 2011 was primarily due to the factors noted above relating to
the increase in adjusted net earnings, excluding depletion, depreciation and
amortization expense, partially offset by higher cash taxes.


The decrease in cash flow from operations from the fourth quarter of 2011 was
primarily due to the factors noted above relating to the decrease in adjusted
net earnings, excluding depletion, depreciation and amortization expense,
partially offset by lower cash taxes.


Total production before royalties for the first quarter of 2012 increased by 8%
to 612,279 BOE/d from 566,231 BOE/d for the first quarter of 2011 and decreased
by 7% from 657,599 BOE/d for the fourth quarter of 2011. Production for the
first quarter of 2012 was within the Company's previously issued guidance. 


SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company's quarterly results for the eight most
recently completed quarters:




($ millions, except per common share   Mar 31    Dec 31    Sep 30    Jun 30 
 amounts)                                2012      2011      2011      2011 
----------------------------------------------------------------------------
Product sales                        $  3,971  $  4,788  $  3,690  $  3,727 
Net earnings                         $    427  $    832  $    836  $    929 
Net earnings per common share                                               
  - basic                            $   0.39  $   0.76  $   0.76  $   0.85 
  - diluted                          $   0.39  $   0.76  $   0.76  $   0.84 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
($ millions, except per common share   Mar 31    Dec 31    Sep 30    Jun 30 
 amounts)                                2011      2010      2010      2010 
----------------------------------------------------------------------------
Product sales                        $  3,302  $  3,787  $  3,341  $  3,614 
Net earnings (loss)                  $     46  $   (309) $    596  $    651 
Net earnings (loss) per common share                                        
  - basic                            $   0.04  $  (0.28) $   0.54  $   0.60 
  - diluted                          $   0.04  $  (0.28) $   0.54  $   0.60 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Volatility in the quarterly net earnings (loss) over the eight most recently
completed quarters was primarily due to:


- Crude oil pricing - The impact of fluctuating demand, inventory storage levels
and geopolitical uncertainties on worldwide benchmark pricing, the impact of the
WCS Heavy Differential ("WCS Differential") from WTI in North America and the
impact of the differential between WTI and Dated Brent benchmark pricing in the
North Sea and Offshore Africa.


- Natural gas pricing - The impact of fluctuations in both the demand for
natural gas and inventory storage levels, and the impact of increased shale gas
production in the US, as well as fluctuations in imports of liquefied natural
gas into the US.


- Crude oil and NGLs sales volumes - Fluctuations in production due to the
cyclic nature of the Company's Primrose thermal projects, the results from the
Pelican Lake water and polymer flood projects, and the impact of the suspension
and recommencement of production at Horizon. Sales volumes also reflected
fluctuations due to timing of liftings and maintenance activities in the North
Sea and Offshore Africa, and payout of the Baobab field in May 2011. 


- Natural gas sales volumes - Fluctuations in production due to the Company's
strategic decision to reduce natural gas drilling activity in North America and
the allocation of capital to higher return crude oil projects, as well as
natural decline rates and the impact and timing of acquisitions.


- Production expense - Fluctuations primarily due to the impact of the demand
for services, fluctuations in product mix, the impact of seasonal costs that are
dependent on weather, production and cost optimizations in North America,
acquisitions of natural gas producing properties that have higher operating
costs per Mcf than the Company's existing properties, and the suspension and
recommencement of production at Horizon.


- Depletion, depreciation and amortization - Fluctuations due to changes in
sales volumes, proved reserves, finding and development costs associated with
crude oil and natural gas exploration, estimated future costs to develop the
Company's proved undeveloped reserves, the impact of the suspension and
recommencement of production at Horizon and the impact of impairments at the
Olowi field in Offshore Gabon.


- Share-based compensation - Fluctuations due to the determination of fair
market value based on the Black-Scholes valuation model of the Company's
share-based compensation liability.


- Risk management - Fluctuations due to the recognition of gains and losses from
the mark-to-market and subsequent settlement of the Company's risk management
activities.


- Foreign exchange rates - Changes in the Canadian dollar relative to the US
dollar that impacted the realized price the Company received for its crude oil
and natural gas sales, as sales prices are based predominately on US dollar
denominated benchmarks. Fluctuations in realized and unrealized foreign exchange
gains and losses are recorded with respect to US dollar denominated debt,
partially offset by the impact of cross currency swap hedges.


- Income tax expense - Fluctuations in income tax expense include statutory tax
rate and other legislative changes substantively enacted in the various periods.




BUSINESS ENVIRONMENT                                                        
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
WTI benchmark price (US$/bbl)                                               
 (1)                            $      102.94  $       94.02  $       94.25 
Dated Brent benchmark price                                                 
 (US$/bbl)                      $      118.47  $      109.29  $      105.01 
WCS blend differential from WTI                                             
 (US$/bbl)                      $       21.47  $       10.49  $       22.74 
WCS blend differential from WTI                                             
 (%)                                       21%            11%            24%
SCO price (US$/bbl) (2)         $       98.11  $      102.95  $       95.24 
Condensate benchmark price                                                  
 (US$/bbl)                      $      110.05  $      108.68  $       98.57 
NYMEX benchmark price                                                       
 (US$/MMBtu)                    $        2.77  $        3.61  $        4.13 
AECO benchmark price (C$/GJ)    $        2.39  $        3.29  $        3.57 
US/Canadian dollar average                                                  
 exchange rate (US$)            $      0.9989  $      0.9773  $      1.0147 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) West Texas Intermediate ("WTI")                                         
(2) Synthetic Crude Oil ("SCO")                                             



Commodity Prices

Crude oil sales contracts in the North America segment are typically based on
WTI benchmark pricing. WTI averaged US$102.94 per bbl for the first quarter of
2012, an increase of 9% from US$94.25 per bbl for the first quarter of 2011, and
an increase of 9% from US$94.02 per bbl for the fourth quarter of 2011. WTI
pricing was reflective of the political instability in the Middle East, the
optimism in the United States economy, and the expected commencement of the
Seaway pipeline reversal from Cushing to the Gulf Coast, offset by lower than
expected growth in Asian demand.


Crude oil sales contracts for the Company's North Sea and Offshore Africa
segments are typically based on Dated Brent ("Brent") pricing, which is
representative of international markets and overall world supply and demand.
Brent averaged US$118.47 per bbl for first quarter of 2012, an increase of 13%
compared to US$105.01 per bbl for the first quarter of 2011 and an increase of
8% from US$109.29 per bbl for the fourth quarter of 2011. The higher Brent
pricing relative to WTI was primarily due to the limited pipeline capacity
between Petroleum Administration for Defence Districts II ("PADD II") and the
United States Gulf Coast. This logistical constraint is preventing WTI priced
barrels delivered into PADD II from obtaining United States Gulf Coast
Brent-based pricing.


The WCS Heavy Differential averaged 21% for the first quarter of 2012, compared
to 24% in the first quarter of 2011, and 11% for the fourth quarter of 2011. The
WCS Heavy Differential widened in the first quarter of 2012, compared to the
fourth quarter of 2011, as a result of planned and unplanned maintenance at key
PADD II refineries.


The Company uses condensate as a blending diluent for heavy crude oil pipeline
shipments. The condensate premium dropped to a more typical 7% premium in the
first quarter of 2012 from 16% in the fourth quarter of 2011 as condensate
supply and demand were more balanced.


The Company anticipates continued volatility in crude oil pricing benchmarks due
to supply and demand factors, geopolitical events, and the timing and extent of
the continuing economic recovery. The WCS Heavy Differential is expected to
continue to reflect seasonal demand fluctuations, changes in transportation
logistics and refinery margins.


NYMEX natural gas prices averaged US$2.77 per MMBtu for the first quarter of
2012, a decrease of 33% from US$4.13 per MMBtu for the first quarter of 2011,
and a decrease of 23% from US$3.61 per MMBtu for the fourth quarter of 2011.
AECO natural gas prices for the first quarter of 2012 averaged $2.39 per GJ, a
decrease of 33% from $3.57 per GJ for the first quarter of 2011, and a decrease
of 27% from $3.29 per GJ for the fourth quarter of 2011.


Overall natural gas prices continue to be weak in response to the strong North
America supply position, primarily from the highly productive shale areas.
Additionally, weather related natural gas demand was lower in the first quarter
of 2012 as a result of warmer than normal winter temperatures.




DAILY PRODUCTION, before royalties                                          
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs (bbl/d)                                                  
North America - Exploration and                                             
 Production                           305,613        291,839        290,130 
North America - Oil Sands                                                   
 Mining and Upgrading                  46,090        102,952          7,269 
North Sea                              23,046         26,769         34,101 
Offshore Africa                        20,712         22,726         25,488 
----------------------------------------------------------------------------
                                      395,461        444,286        356,988 
----------------------------------------------------------------------------
Natural gas (MMcf/d)                                                        
North America                           1,281          1,255          1,225 
North Sea                                   3              6              9 
Offshore Africa                            18             19             22 
----------------------------------------------------------------------------
                                        1,302          1,280          1,256 
----------------------------------------------------------------------------
Total barrels of oil equivalent                                             
 (BOE/d)                              612,279        657,599        566,231 
----------------------------------------------------------------------------
Product mix                                                                 
Light and medium crude oil and                                              
 NGLs                                      18%            17%            21%
Pelican Lake heavy crude oil                6%             6%             7%
Primary heavy crude oil                    20%            17%            17%
Bitumen (thermal oil)                      13%            12%            17%
Synthetic crude oil                         8%            16%             1%
Natural gas                                35%            32%            37%
----------------------------------------------------------------------------
Percentage of product sales (1)                                             
 (excluding midstream revenue)                                              
Crude oil and NGLs                         91%            90%            84%
Natural gas                                 9%            10%            16%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Net of transportation and blending costs and excluding risk management  
    activities.                                                             
                                                                            
DAILY PRODUCTION, net of royalties                                          
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs (bbl/d)                                                  
North America - Exploration and                                             
 Production                           253,951        230,522        233,554 
North America - Oil Sands                                                   
 Mining and Upgrading                  43,599         98,287          6,978 
North Sea                              22,986         26,714         34,008 
Offshore Africa                        17,497         19,331         23,213 
----------------------------------------------------------------------------
                                      338,033        374,854        297,753 
----------------------------------------------------------------------------
Natural gas (MMcf/d)                                                        
North America                           1,277          1,211          1,197 
North Sea                                   3              6              9 
Offshore Africa                            15             16             19 
----------------------------------------------------------------------------
                                        1,295          1,233          1,225 
----------------------------------------------------------------------------
Total barrels of oil equivalent                                             
 (BOE/d)                              553,752        580,242        501,914 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



The Company's business approach is to maintain large project inventories and
production diversification among each of the commodities it produces; namely
natural gas, light and medium crude oil and NGLs, Pelican Lake heavy crude oil,
primary heavy crude oil, bitumen (thermal oil) and SCO.


Crude oil and NGLs production for the first quarter of 2012 increased 11% to
395,461 bbl/d from 356,988 bbl/d for the first quarter of 2011 and decreased 11%
from 444,286 bbl/d for the fourth quarter of 2011. The increase in production
for the first quarter of 2012 from the first quarter of 2011 was primarily
related to increased production at Horizon, the impact of a strong heavy crude
oil drilling program, and the cyclic nature of the Company's thermal operations.
The decrease from the fourth quarter of 2011 was primarily related to the
temporary suspension of production at Horizon during the first quarter of 2012.
Crude oil and NGLs production in the first quarter of 2012 was within the
Company's previously issued guidance of 367,000 to 400,000 bbl/d.


Natural gas production for the first quarter of 2012 increased by 4% to 1,302
MMcf/d from 1,256 MMcf/d from the first quarter of 2011 and increased by 2% from
1,280 MMcf/d from the fourth quarter of 2011. The increase in natural gas
production from the comparable periods in 2011 reflects the new production
volumes from natural gas producing properties acquired during 2011. These
increases were partially offset by expected production declines due to the
allocation of capital to higher return crude oil projects, which resulted in a
strategic reduction of natural gas drilling activity. The Company shut in
approximately 16 MMcf/d of natural gas production in the first quarter of 2012
due to low natural gas prices. Natural gas production in the first quarter of
2012 was within the Company's previously issued guidance of 1,300 to 1,320
MMcf/d.


For 2012, annual production guidance is targeted to average between 440,000 and
480,000 bbl/d of crude oil and NGLs and between 1,220 and 1,260 MMcf/d of
natural gas. Second quarter 2012 production guidance is targeted to average
between 453,000 and 482,000 bbl/d of crude oil and NGLs and between 1,250 and
1,270 MMcf/d of natural gas.


North America - Exploration and Production

For the first quarter of 2012, crude oil and NGLs production increased 5% to
average 305,613 bbl/d, compared to 290,130 bbl/d for the first quarter of 2011
and 291,839 bbl/d for the fourth quarter of 2011. Increases in crude oil and
NGLs production from comparable periods were primarily due to the impact of a
strong heavy crude oil drilling program and the cyclic nature of the Company's
thermal operations. Production of crude oil and NGLs was within the Company's
previously issued guidance of 297,000 bbl/d to 309,000 bbl/d for the first
quarter of 2012. Second quarter 2012 production guidance is targeted to average
between 312,000 and 325,000 bbl/d of crude oil and NGLs.


Natural gas production increased 5% to 1,281 MMcf/d for the first quarter of
2012 compared to 1,225 MMcf/d in the first quarter of 2011 and increased 2%
compared to 1,255 MMcf/d in the fourth quarter of 2011. Natural gas production
for the first quarter of 2012 and the fourth quarter of 2011 reflected new
production volumes from natural gas producing properties acquired during 2011,
offset by the impact of expected production declines due to the allocation of
capital to higher return crude oil projects, which resulted in a strategic
reduction of natural gas drilling activity. During the first quarter of 2012,
the Company reduced its drilling activities and shut in approximately 16 MMcf/d
of gas volumes due to natural gas price declines.


North America - Oil Sands Mining and Upgrading

For the first quarter of 2012, crude oil and NGLs production averaged 46,090
bbl/d, compared to 7,269 bbl/d for the first quarter of 2011 and 102,952 bbl/d
for the fourth quarter of 2011. 


The Company temporarily suspended synthetic crude oil production at Horizon on
February 5, 2012 to complete unplanned maintenance on the fractionating unit in
the primary upgrading facility. On March 13, 2012 the Company successfully and
safely completed the unplanned maintenance on the fractionating unit. Second
quarter 2012 production guidance is targeted to average between 105,000 and
115,000 bbl/d of SCO.


North Sea

First quarter 2012 North Sea crude oil production decreased 32% to 23,046 bbl/d
from 34,101 bbl/d for the first quarter of 2011, and decreased 14% from 26,769
bbl/d for the fourth quarter of 2011. The decrease in production volumes from
the comparable periods in 2011 was primarily due to natural field declines and
the suspension of production at Banff/Kyle. In December 2011, the Banff Floating
Production, Storage and Offloading Vessel ("FPSO") and subsea infrastructure
suffered storm damage. Operations at Banff/Kyle, with combined net production of
approximately 3,500 bbl/d, were suspended and appropriate shut down procedures
were activated. The FPSO and associated floating storage unit have subsequently
been removed from the field, and the extent of the damage, including associated
costs and timing of returning to the field, is currently being assessed. 


Offshore Africa

First quarter crude oil production averaged 20,712 bbl/d, decreasing 19% from
25,488 bbl/d for the first quarter of 2011 and 9% from 22,726 in the fourth
quarter of 2011. The decrease in production volumes from the comparable periods
in 2011 was due to natural field declines and the payout of the Baobab field in
May 2011.


International Guidance

The Company's North Sea and Offshore Africa first quarter 2012 crude oil and
NGLs production was within the Company's previously issued guidance of 40,000 to
46,000 bbl/d. Second quarter 2012 production guidance is targeted to average
between 36,000 and 42,000 bbl/d of crude oil.


Crude Oil Inventory Volumes

The Company recognizes revenue on its crude oil production when title transfers
to the customer and delivery has taken place. Revenue has not been recognized on
crude oil volumes that were stored in various tanks, pipelines, or floating
production, storage and offloading vessels, as follows:




                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
(bbl)                                    2012           2011           2011 
----------------------------------------------------------------------------
North America - Exploration and                                             
 Production                           621,277        557,475              - 
North America - Oil Sands                                                   
 Mining and Upgrading (SCO)         1,053,025      1,021,236        802,575 
North Sea                              84,112        286,633        587,121 
Offshore Africa                       853,074        527,312        645,897 
----------------------------------------------------------------------------
                                    2,611,488      2,392,656      2,035,593 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
OPERATING HIGHLIGHTS - EXPLORATION AND PRODUCTION                           
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs ($/bbl) (1)                                              
Sales price (2)                 $       80.08  $       85.28  $       67.96 
Royalties                               13.08          15.53          10.43 
Production expense                      16.78          16.85          14.30 
----------------------------------------------------------------------------
Netback                         $       50.22  $       52.90  $       43.23 
----------------------------------------------------------------------------
Natural gas ($/Mcf) (1)                                                     
Sales price (2)                 $        2.47  $        3.50  $        3.83 
Royalties                                0.05           0.18           0.13 
Production expense                       1.34           1.15           1.17 
----------------------------------------------------------------------------
Netback                         $        1.08  $        2.17  $        2.53 
----------------------------------------------------------------------------
Barrels of oil equivalent                                                   
 ($/BOE) (1)                                                                
Sales price (2)                 $       55.21  $       61.21  $       51.33 
Royalties                                8.23          10.14           6.87 
Production expense                      13.43          13.12          11.59 
----------------------------------------------------------------------------
Netback                         $       33.55  $       37.95  $       32.87 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       
(2) Net of transportation and blending costs and excluding risk management  
    activities.                                                             
                                                                            
PRODUCT PRICES - EXPLORATION AND PRODUCTION                                 
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs ($/bbl)                                                  
 (1)(2)                                                                     
North America                   $       74.27  $       81.02  $       62.21 
North Sea                       $      117.03  $      109.71  $      102.51 
Offshore Africa                 $      128.94  $      102.74  $       97.09 
Company average                 $       80.08  $       85.28  $       67.96 
                                                                            
Natural gas ($/Mcf) (1)(2)                                                  
North America                   $        2.36  $        3.36  $        3.77 
North Sea                       $        4.11  $        4.17  $        3.56 
Offshore Africa                 $        9.85  $       12.79  $        7.34 
Company average                 $        2.47  $        3.50  $        3.83 
                                                                            
Company average ($/BOE) (1)(2)  $       55.21  $       61.21  $       51.33 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       
(2) Net of transportation and blending costs and excluding risk management  
    activities.                                                             



North America

North America realized crude oil prices averaged $74.27 per bbl for the first
quarter of 2012, an increase of 19% compared to $62.21 per bbl for the first
quarter of 2011 and a decrease of 8% compared to $81.02 per bbl for the fourth
quarter of 2011. The increase in prices for the first quarter of 2012 compared
to the first quarter of 2011 was primarily a result of higher benchmark WTI
pricing, the narrowing WCS Heavy Differential and the impact of a weaker
Canadian dollar relative to the US dollar. The decrease in prices relative to
the fourth quarter of 2011 was due to a widening WCS Heavy Differential and the
impact of a stronger Canadian dollar relative to the US dollar; partially offset
by higher benchmark WTI pricing. The Company continues to focus on its crude oil
blending marketing strategy, and in the first quarter of 2012 contributed
approximately 152,000 bbl/d of heavy crude oil blends to the WCS stream.


In the first quarter of 2011, the Company announced that it had entered into a
partnership agreement with North West Upgrading Inc. to move forward with
detailed engineering regarding the construction and operation of a bitumen
upgrader refinery near Redwater, Alberta. In addition, the partnership has
entered into a 30 year fee-for-service agreement to process bitumen supplied by
the Company and the Government of Alberta under the Bitumen Royalty In Kind
initiative. Project development is dependent upon completion of detailed
engineering and final project sanction by the partnership and its partners and
approval of the final tolls. Board sanction is currently targeted in 2012.


North America realized natural gas prices decreased 37% to average $2.36 per Mcf
for the first quarter of 2012, compared to $3.77 per Mcf in the first quarter of
2011, and decreased 30% compared to $3.36 per Mcf for the fourth quarter of
2011. The decrease in natural gas prices from the comparable periods in 2011 was
primarily due to lower NYMEX and AECO benchmark pricing related to the impact of
strong supply from US shale projects and the effects of a warmer than normal
winter.


Comparisons of the prices received in North America Exploration and Production
by product type were as follows:




                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
(Quarterly Average)                      2012           2011           2011 
----------------------------------------------------------------------------
Wellhead Price(1) (2)                                                       
Light and medium crude oil and                                              
 NGLs ($/bbl)                   $       76.34  $       86.05  $       76.57 
Pelican Lake heavy crude oil                                                
 ($/bbl)                        $       74.16  $       81.64  $       62.78 
Primary heavy crude oil ($/bbl) $       72.84  $       79.91  $       59.62 
Bitumen (thermal oil) ($/bbl)   $       74.76  $       78.38  $       56.79 
Natural gas ($/Mcf)             $        2.36  $        3.36  $        3.77 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       
(2) Net of transportation and blending costs and excluding risk management  
    activities.                                                             



North Sea

North Sea realized crude oil prices averaged $117.03 per bbl for the first
quarter of 2012, an increase of 14% from $102.51 per bbl for the first quarter
of 2011, and 7% from $109.71 for the fourth quarter of 2011. The increase in
realized crude oil prices in the North Sea for the first quarter of 2012 from
the comparable periods in 2011 was primarily the result of higher Brent
benchmark pricing and fluctuations in the Canadian dollar.


Offshore Africa

Offshore Africa realized crude oil prices increased 33% to average $128.94 per
bbl for the first quarter of 2012 from $97.09 per bbl for the first quarter of
2011, and an increase of 26% from $102.74 per bbl for the fourth quarter of
2011. The increase in realized crude oil prices in Offshore Africa for the first
quarter of 2012 from the comparable periods in 2011 was primarily the result of
higher Brent benchmark pricing and the timing of liftings, together with the
impact of fluctuations in the Canadian dollar.




ROYALTIES - EXPLORATION AND PRODUCTION                                      
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs ($/bbl) (1)                                              
North America                   $       13.75  $       17.10  $       11.61 
North Sea                       $        0.30  $        0.23  $        0.28 
Offshore Africa                 $       20.01  $       15.35  $        8.66 
Company average                 $       13.08  $       15.53  $       10.43 
                                                                            
Natural gas ($/Mcf) (1)                                                     
North America                   $        0.03  $        0.15  $        0.12 
Offshore Africa                 $        1.53  $        2.33  $        0.97 
Company average                 $        0.05  $        0.18  $        0.13 
                                                                            
Company average ($/BOE) (1)     $        8.23  $       10.14  $        6.87 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       



North America

North America crude oil and natural gas royalties for the three months ended
March 31, 2012 compared to the comparable periods in 2011 reflected benchmark
commodity prices.


Crude oil and NGLs royalties averaged approximately 19% of product sales for the
first quarter of 2012 and the first quarter of 2011 compared to 21% for the
fourth quarter of 2011. Crude oil and NGLs royalties per bbl are anticipated to
average 18% to 21% of product sales for 2012.


Natural gas royalties averaged approximately 1% of product sales for the first
quarter of 2012, compared to 3% for the first quarter of 2011 and 4% for the
fourth quarter of 2011. Natural gas royalties are anticipated to average 1% to
3% of product sales for 2012.


Offshore Africa

Under the terms of the various Production Sharing Contracts, royalty rates
fluctuate based on realized commodity pricing, capital costs, the status of
payouts and the timing of liftings from each field. 


Royalty rates as a percentage of product sales averaged approximately 16% for
the first quarter of 2012 compared to 9% for the first quarter of 2011 and 18%
for the fourth quarter of 2011. The increase in royalty rates from the first
quarter of 2011 was due to payout of the Baobab field in May 2011 and higher
crude oil prices during the year. 


Offshore Africa royalty rates are anticipated to average 13% to 15% of product
sales for 2012.




PRODUCTION EXPENSE - EXPLORATION AND PRODUCTION                             
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs ($/bbl) (1)                                              
North America                   $       15.40  $       14.32  $       12.28 
North Sea                       $       36.53  $       36.45  $       30.46 
Offshore Africa                 $       12.17  $       22.16  $       19.13 
Company average                 $       16.78  $       16.85  $       14.30 
                                                                            
Natural gas ($/Mcf) (1)                                                     
North America                   $        1.33  $        1.12  $        1.16 
North Sea                       $        3.98  $        3.51  $        2.65 
Offshore Africa                 $        1.76  $        2.52  $        1.25 
Company average                 $        1.34  $        1.15  $        1.17 
                                                                            
Company average ($/BOE) (1)     $       13.43  $       13.12  $       11.59 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       



North America

North America crude oil and NGLs production expense for the first quarter of
2012 increased 25% to $15.40 per bbl from $12.28 per bbl for the first quarter
of 2011 and increased 8% from $14.32 per bbl for the fourth quarter of 2011. The
increase in production expense per barrel from the comparable periods in 2011
was a result of higher overall service costs relating to heavy crude oil
production and seasonality. North America crude oil and NGLs production expense
is anticipated to average $11.00 to $13.00 per bbl for 2012.


North America natural gas production expense for the first quarter of 2012
increased 15% to $1.33 per Mcf from $1.16 per Mcf for the first quarter of 2011,
and increased 19% from $1.12 per Mcf for the fourth quarter of 2011. Natural gas
production expense increased from the comparable periods in 2011 due to the
impact of normal seasonal costs associated with winter access and colder weather
and acquisitions of natural gas producing properties that have higher operating
costs per Mcf than the Company's existing properties. These acquisitions closed
late in the fourth quarter of 2011 and costs are expected to decline once the
acquisitions are fully integrated into the Company's operations. North America
natural gas production expense is anticipated to average $1.10 to $1.20 per Mcf
for 2012.


North Sea

North Sea crude oil production expense for the first quarter of 2012 increased
20% to $36.53 per bbl from $30.46 per bbl for the first quarter of 2011, and was
comparable to $36.45 per bbl in the fourth quarter of 2011. Production expense
increased on a per barrel basis from the comparable periods in 2011 due to lower
production volumes on relatively fixed costs and increased fuel prices. North
Sea crude oil production expense is anticipated to average $43.00 to $48.00 per
bbl for 2012.


Offshore Africa 

Offshore Africa crude oil production expense for the first quarter of 2012
averaged $12.17 per bbl, a decrease of 36% compared to $19.13 per bbl for the
first quarter of 2011 and a decrease of 45% compared to $22.16 per bbl for the
fourth quarter of 2011. Production expense decreased from the comparable periods
in 2011 due to the timing of liftings from various fields, which have different
cost structures. Offshore Africa crude oil production expense is anticipated to
average $27.00 to $29.00 per bbl for 2012.




DEPLETION, DEPRECIATION AND AMORTIZATION - EXPLORATION AND PRODUCTION       
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Expense ($ millions)            $         910  $         863  $         824 
  $/BOE (1)                     $       17.73  $       16.51  $       16.33 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1) Amounts expressed on a per unit basis are based on sales volumes.       



Depletion, depreciation and amortization expense increased for the first quarter
of 2012 from the comparable periods in 2011 due to higher production volumes in
North America associated with heavy oil drilling and higher overall future
development costs, partially offset by lower production volumes in the North Sea
and Offshore Africa.




ASSET RETIREMENT OBLIGATION ACCRETION - EXPLORATION AND PRODUCTION          
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Expense ($ millions)            $          29  $          28  $          28 
  $/BOE (1)                     $        0.56  $        0.54  $        0.56 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       



Asset retirement obligation accretion expense represents the increase in the
carrying amount of the asset retirement obligation due to the passage of time.


OPERATING HIGHLIGHTS - OIL SANDS MINING AND UPGRADING

OPERATIONS UPDATE

The Company temporarily suspended synthetic crude oil production at Horizon on
February 5, 2012 to complete unplanned maintenance on the fractionating unit in
the primary upgrading facility. On March 13, 2012 the Company successfully and
safely completed the unplanned maintenance on the fractionating unit. 




PRODUCT PRICES AND ROYALTIES - OIL SANDS MINING AND UPGRADING               
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($/bbl) (1)                              2012           2011           2011 
----------------------------------------------------------------------------
SCO sales price (2)             $       97.09  $      103.16  $       82.93 
Bitumen value for royalty                                                   
 purposes (3)                   $       64.37  $       69.91  $       51.13 
Bitumen royalties (4)           $        5.16  $        4.21  $        4.14 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes        
    excluding the period during suspension of production.                   
(2) Net of transportation.                                                  
(3) Calculated as the simple average of the monthly bitumen valuation       
    methodology price.                                                      
(4) Calculated based on actual bitumen royalties expensed during the period;
    divided by the corresponding SCO sales volumes.                         



Realized SCO sales prices averaged $97.09 per bbl for the first quarter of 2012,
an increase of 17% compared to $82.93 per bbl for the first quarter of 2011, and
a decrease of 6% compared to $103.16 per bbl in the fourth quarter of 2011,
reflecting the relative changes in WTI and Brent benchmark pricing.


PRODUCTION COSTS - OIL SANDS MINING AND UPGRADING

The following tables are reconciled to the Oil Sands Mining and Upgrading
production costs disclosed in the Company's unaudited interim consolidated
financial statements.




                                            Three Months Ended              
                               ---------------------------------------------
($ millions)                           Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Cash costs                      $         346  $         344  $         256 
Less: costs incurred during the                                             
 period of suspension of                                                    
 production                              (154)             -           (209)
----------------------------------------------------------------------------
Adjusted cash costs             $         192  $         344  $          47 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted cash costs, excluding                                              
 natural gas costs              $         177  $         316  $          42 
Adjusted natural gas costs                 15             28              5 
----------------------------------------------------------------------------
Adjusted cash production costs  $         192  $         344  $          47 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
($/bbl) (1)                            Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Adjusted cash costs, excluding                                              
 natural gas costs              $       42.70  $       33.11  $       41.38 
Adjusted natural gas costs               3.54           2.93           4.31 
----------------------------------------------------------------------------
Adjusted cash production costs  $       46.24  $       36.04  $       45.69 
----------------------------------------------------------------------------
Sales (bbl/d)                          45,741        103,710         11,376 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes        
    excluding the period during suspension of production.                   



Adjusted cash production costs for the first quarter of 2012 averaged $46.24 per
bbl, comparable to $45.69 per bbl for the first quarter of 2011, and an increase
of 28% compared to $36.04 per bbl in the fourth quarter of 2011. The increase in
cash production costs per bbl from the fourth quarter of 2011 was primarily due
to the impact of the ramp up of production related to the repair of the
fractionating unit during the first quarter of 2012.




DEPLETION, DEPRECIATION AND AMORTIZATION - OIL SANDS MINING AND UPGRADING   
                                                                            
                                            Three Months Ended 
                               ---------------------------------------------
($ millions)                           Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Depletion, depreciation and                                                 
 amortization                   $          63  $         133  $          23 
Less: depreciation incurred                                                 
 during the period of                                                       
 suspension of production                  (6)             -            (10)
----------------------------------------------------------------------------
Adjusted depletion,                                                         
 depreciation and amortization  $          57  $         133  $          13 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  $/bbl (1)                     $       13.81  $       13.91  $       12.37 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes        
    excluding the period during suspension of production.                   



Depletion, depreciation and amortization expense for the first quarter of 2012
increased compared to the first quarter of 2011 due to higher production
volumes. The decrease from the fourth quarter of 2011 was due to lower
production volumes resulting from the temporary suspension of production during
the first quarter of 2012. 




ASSET RETIREMENT OBLIGATION ACCRETION - OIL SANDS MINING AND UPGRADING      
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
 ($ millions)                          Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Expense                         $           8  $           5  $           5 
  $/bbl (1)                     $        1.91  $        0.52  $        4.84 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       
                                                                            
Asset retirement obligation accretion expense represents the increase in the
carrying amount of the asset retirement obligation due to the passage of    
time.                                                                       
                                                                            
MIDSTREAM                                                                   
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
($ millions)                           Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Revenue                         $          21  $          22  $          22 
Production expense                          7              7              7 
----------------------------------------------------------------------------
Midstream cash flow                        14             15             15 
Depreciation                                2              2              2 
----------------------------------------------------------------------------
Segment earnings before taxes   $          12  $          13  $          13 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Midstream operating results were consistent with the comparable periods.    
                                                                            
ADMINISTRATION EXPENSE                                                      
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
 ($ millions)                            2012           2011           2011 
----------------------------------------------------------------------------
Expense                         $          65  $          47  $          54 
  $/BOE (1)                     $        1.17  $        0.76  $        1.05 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       
                                                                            
Administration expense for the first quarter of 2012 increased from the     
comparable periods in 2011 primarily due to higher staffing related costs.
                                                                            
SHARE-BASED COMPENSATION                                                    
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
(Recovery) expense              $        (107) $         207  $         128 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



The Company's stock option plan provides current employees with the right to
receive common shares or a direct cash payment in exchange for stock options
surrendered.


The Company recorded a $107 million share-based compensation recovery for the
three months ended March 31, 2012, primarily as a result of remeasurement of the
fair value of outstanding stock options at the end of the period related to a
decrease in the Company's share price, offset by normal course graded vesting of
stock options granted in prior periods and the impact of vested stock options
exercised or surrendered during the period. For the three months ended March 31,
2012, a $7 million recovery was recognized in respect of capitalized share-based
compensation to Oil Sands Mining and Upgrading (December 31, 2011 - $ nil; March
31, 2011 - $11 million capitalized). 


For the three months ended March 31, 2012, the Company paid $7 million for stock
options surrendered for cash settlement (December 31, 2011 - $ 2 million; March
31, 2011 - $10 million).




INTEREST AND OTHER FINANCING COSTS                                          
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
($ millions, except per BOE            Mar 31         Dec 31         Mar 31 
 amounts)                                2012           2011           2011 
----------------------------------------------------------------------------
Expense, gross                  $         114  $         102  $         105 
Less: capitalized interest                 18             19             11 
----------------------------------------------------------------------------
Expense, net                    $          96  $          83  $          94 
  $/BOE (1)                     $        1.72  $        1.35  $        1.83 
Average effective interest rate           4.8%           4.7%           4.8%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts expressed on a per unit basis are based on sales volumes.       



Gross interest and other financing costs for the first quarter of 2012 increased
compared to the first quarter of 2011 due to higher average US dollar debt
levels and the impact of a weaker Canadian dollar related to US dollar interest,
partially offset by lower average interest rates on fixed rate debt. Gross
interest and other financing costs increased compared to the fourth quarter of
2011 due to higher interest rates and interest income recoveries recognized in
the fourth quarter of 2011, partially offset by lower average debt levels and a
stronger Canadian dollar. Capitalized interest for the three months ended March
31, 2012 increased from the first quarter of 2011 relating to Horizon and the
Kirby Project, and was comparable to the fourth quarter of 2011.


The Company's average effective interest rate for the first quarter of 2012 was
consistent to the comparable periods in 2011.


RISK MANAGEMENT ACTIVITIES

The Company utilizes various derivative financial instruments to manage its
commodity price, foreign currency and interest rate exposures. These derivative
financial instruments are not intended for trading or speculative purposes.




                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
Crude oil and NGLs financial                                                
 instruments                    $           9  $          27  $          27 
Foreign currency contracts and                                              
 interest rate swaps                       85             (7)            43 
----------------------------------------------------------------------------
Realized loss                   $          94  $          20  $          70 
----------------------------------------------------------------------------
                                                                            
Crude oil and NGLs financial                                                
 instruments                    $          96  $           5  $          67 
Foreign currency contracts and                                              
 interest rate swaps                      (36)            53            (13)
----------------------------------------------------------------------------
Unrealized loss                 $          60  $          58  $          54 
----------------------------------------------------------------------------
Net loss                        $         154  $          78  $         124 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Complete details related to outstanding derivative financial instruments at
March 31, 2012 are disclosed in note 13 to the Company's unaudited interim
consolidated financial statements. 


The Company recorded a net unrealized loss of $60 million ($40 million
after-tax) on its risk management activities for the three months ended March
31, 2012 (December 31, 2011 - unrealized loss of $58 million; $50 million
after-tax; March 31, 2011 - unrealized loss of $54 million; $39 million
after-tax), primarily due to changes in crude oil forward pricing and the
reversal of prior period unrealized gains and losses related to crude oil and
foreign currency contracts.




FOREIGN EXCHANGE                                                            
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
Net realized loss               $           6  $          11  $          22 
Net unrealized gain(1)                    (60)          (117)           (89)
----------------------------------------------------------------------------
Net gain                        $         (54) $        (106) $         (67)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Amounts are reported net of the hedging effect of cross currency swaps. 



The net realized foreign exchange loss for the three months ended March 31, 2012
was primarily due to foreign exchange rate fluctuations on settlement of working
capital items denominated in US dollars or UK pounds sterling. The net
unrealized foreign exchange gain for the three months ended March 31, 2012 was
primarily related to the strengthening of the Canadian dollar with respect to US
dollar debt. The net unrealized gain for each of the periods presented included
the impact of cross currency swaps (three months ended March 31, 2012-
unrealized loss of $42 million; December 31, 2011 - unrealized loss of $43
million; March 31, 2011 - unrealized loss of $48 million). The Canadian dollar
ended the first quarter at US$1.0009 (December 31, 2011 - US$0.9833; March 31,
2011 - US$1.0290).




INCOME TAXES                                                                
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
($ millions, except income tax         Mar 31         Dec 31         Mar 31 
 rates)                                  2012           2011           2011 
----------------------------------------------------------------------------
North America (1)               $         113  $         119  $          91 
North Sea                                  45             84             46 
Offshore Africa                            36             50             20 
PRT expense - North Sea                    31             39              8 
Other taxes                                 6              7              6 
----------------------------------------------------------------------------
Current income tax                        231            299            171 
----------------------------------------------------------------------------
Deferred income tax (recovery)                                              
 expense                                  (48)           157             43 
Deferred PRT (recovery) expense                                             
 - North Sea                               (4)           (13)            10 
----------------------------------------------------------------------------
Deferred income tax (recovery)                                              
 expense                                  (52)           144             53 
----------------------------------------------------------------------------
                                          179            443            224 
Income tax rate and other                                                   
 legislative changes (2)                    -              -           (104)
----------------------------------------------------------------------------
                                $         179  $         443  $         120 
----------------------------------------------------------------------------
Effective income tax rate on                                                
 adjusted net earnings from                                                 
 operations (3)                          35.6%          30.1%          32.7%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes North America Exploration and Production, Midstream, and Oil   
    Sands Mining and Upgrading segments.                                    
(2) Deferred income tax expense in the first quarter of 2011 included a     
    charge of $104 million related to enacted changes in the UK to increase 
    the corporate income tax rate charged on profits from UK North Sea crude
    oil and natural gas production from 50% to 62%.                         
(3) Excludes the impact of current and deferred PRT expense and other       
    current income tax expense.                                             



The increase in the effective income tax rate on adjusted net earnings in the
first quarter of 2012 from the fourth quarter of 2011 was primarily due to the
impact of the temporary suspension of production at Horizon due to unplanned
maintenance on the fractionating unit.


During the fourth quarter of 2011, the Canadian Federal government enacted
legislation to implement several taxation changes. These changes include a
requirement that, beginning in 2012, partnership income must be included in the
taxable income of the corporate partners based on the tax year of the partner,
rather than the fiscal year of the partnership. The legislation includes a
five-year transition provision and has no impact on net earnings.


In its 2012 budget, the UK government confirmed its intention to restrict tax
relief on decommissioning expenditures to 50% for non-PRT fields and 75% for PRT
fields. The legislation is expected to be substantively enacted in the second or
third quarter of 2012. This tax change will result in a deferred tax charge
currently estimated at $56 million.


During the first quarter of 2011, the UK government enacted an increase to the
supplementary income tax rate charged on profits from UK North Sea crude oil and
natural gas production, increasing the combined corporate and supplementary
income tax rate from 50% to 62%. As a result of the income tax rate change, the
Company's deferred income tax liability was increased by $104 million as at
March 31, 2011.


The Company files income tax returns in the various jurisdictions in which it
operates. These tax returns are subject to periodic examinations in the normal
course by the applicable tax authorities. The tax returns as prepared may
include filing positions that could be subject to differing interpretations of
applicable tax laws and regulations, which may take several years to resolve.
The Company does not believe the ultimate resolution of these matters will have
a material impact upon the Company's results of operations, financial position
or liquidity. 


For 2012, based on budgeted prices and the current availability of tax pools,
the Company expects to incur current income tax expense of $600 million to $700
million in Canada and $275 million to $375 million in the North Sea and 

 Offshore Africa. 



NET CAPITAL EXPENDITURES (1)                                                
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
($ millions)                             2012           2011           2011 
----------------------------------------------------------------------------
Exploration and Evaluation                                                  
Net expenditures                $         208  $         112  $          74 
----------------------------------------------------------------------------
Property, Plant and Equipment                                               
Net property acquisitions                  38            396            224 
Well drilling, completion and                                               
 equipping                                499            585            572 
Production and related                                                      
 facilities                               505            480            416 
Capitalized interest and                                                    
 other(2)                                  30             26             20 
----------------------------------------------------------------------------
Net expenditures                        1,072          1,487          1,232 
----------------------------------------------------------------------------
Total Exploration and                                                       
 Production                             1,280          1,599          1,306 
----------------------------------------------------------------------------
Oil Sands Mining and Upgrading                                              
Horizon Phases 2/3 construction                                             
 costs                                    192            150             90 
Sustaining capital                         37             44             24 
Turnaround costs                            2              -             55 
Capitalized interest and                                                    
 other(2)                                   3             33             20 
----------------------------------------------------------------------------
Total Oil Sands Mining and                                                  
 Upgrading                                234            227            189 
----------------------------------------------------------------------------
Horizon coker rebuild and                                                   
 collateral damage costs (3)                -             15            126 
Midstream                                   1              -              3 
Abandonments (4)                           76             66             64 
Head office                                 5              2              6 
----------------------------------------------------------------------------
Total net capital expenditures  $       1,596  $       1,909  $       1,694 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
By segment                                                                  
North America                   $       1,223  $       1,546  $       1,232 
North Sea                                  54             71             41 
Offshore Africa                             3            (18)            33 
Oil Sands Mining and Upgrading            234            242            315 
Midstream                                   1              -              3 
Abandonments (4)                           76             66             64 
Head office                                 5              2              6 
----------------------------------------------------------------------------
Total                           $       1,596  $       1,909  $       1,694 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The net capital expenditures exclude adjustments related to differences 
    between carrying amounts and tax values, and other fair value           
    adjustments.                                                            
(2) Capitalized interest and other includes expenditures related to land    
    acquisition and retention, seismic, and other adjustments.              
(3) During 2011, the Company recognized $393 million of property damage
    insurance recoveries (see note 7 to the interim consolidated financial
    statements),  offsetting the costs incurred related to the coker rebuild
    and collateral damage costs.
(4) Abandonments represent expenditures to settle asset retirement          
    obligations and have been reflected as capital expenditures in this     
    table.                                                                  



The Company's strategy is focused on building a diversified asset base that is
balanced among various products. In order to facilitate efficient operations,
the Company concentrates its activities in core areas. The Company focuses on
maintaining its land inventories to enable the continuous exploitation of play
types and geological trends, greatly reducing overall exploration risk. By
owning associated infrastructure, the Company is able to maximize utilization of
its production facilities, thereby increasing control over production costs.


Net capital expenditures for the three months ended March 31, 2012 were $1,596
million compared to $1,694 million for the three months ended March 31, 2011 and
$1,909 million for the fourth quarter of 2011.


The decrease in capital expenditures for the first quarter of 2012 from the
comparative periods in 2011 was due to lower property acquisitions and lower
well drilling and completion expenditures related to the Company's drilling
program. 




Drilling Activity (number of wells)                                         
                                                                            
                                            Three Months Ended              
                               ---------------------------------------------
                                       Mar 31         Dec 31         Mar 31 
                                         2012           2011           2011 
----------------------------------------------------------------------------
Net successful natural gas                                                  
 wells                                     19             27             25 
Net successful crude oil                                                    
 wells(1)                                 278            330            279 
Dry wells                                   6             17             16 
Stratigraphic test / service                                                
 wells                                    584            112            501 
----------------------------------------------------------------------------
Total                                     887            486            821 
Success rate (excluding                                                     
 stratigraphic test / service                                               
 wells)                                    98%            95%            95%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes bitumen wells.                                                 



North America

North America, excluding Oil Sands Mining and Upgrading, accounted for
approximately 82% of the total capital expenditures for the three months ended
March 31, 2012 compared to approximately 77% for the three months ended March
31, 2011.


During the first quarter of 2012, the Company targeted 19 net natural gas wells,
including 9 wells in Northeast British Columbia and 10 wells in Northwest
Alberta. The Company also targeted 284 net crude oil wells. The majority of
these wells were concentrated in the Company's Northern Plains region where 207
primary heavy crude oil wells, 1 Pelican Lake heavy crude oil well, 5 light
crude oil wells and 43 bitumen (thermal oil) wells were drilled. Another 28
wells targeting light crude oil were drilled outside the Northern Plains region.



Overall Primrose thermal production for the first quarter of 2012 averaged
approximately 80,000 bbl/d, compared to approximately 98,000 bbl/d for the first
quarter of 2011 and approximately 78,000 bbl/d for the fourth quarter of 2011.
Production volumes were in line with expectations due to the cyclic nature of
thermal production at Primrose. As part of the phased expansion of its in situ
Oil Sands assets, the Company is continuing to develop its Primrose thermal
projects. Additional pad drilling was completed and drilled on budget, with
these wells coming on production in 2012.


The next planned phase of the Company's in situ oil sands assets expansion is
the Kirby South Phase 1 Project. During the third quarter of 2010, the Company
received final regulatory approval for Phase 1 of the Project. During the fourth
quarter of 2010, the Company's Board of Directors sanctioned Kirby South Phase
1. Construction has commenced, with first steam targeted in 2013. Drilling has
been completed on the third of seven pads and has commenced on the fourth pad. 


Development of the tertiary recovery conversion projects at Pelican Lake
continued and one horizontal well was drilled during the quarter. Pelican Lake
production averaged approximately 39,000 bbl/d for the first quarter of 2012 and
the first quarter of 2011 compared to 40,000 bbl/d in the fourth quarter of
2011.


For the second quarter of 2012, the Company's overall planned drilling activity
in North America is expected to be 182 net crude oil wells and 3 net natural gas
wells, excluding stratigraphic and service wells.


Oil Sands Mining and Upgrading

Phase 2/3 efforts in the first quarter of 2012 were focused on field
construction activities associated with the butane treatment and sulphur
recovery units, engineering related to the coker expansion, extraction and froth
treatment plants and securing key contracts for hydrogen and extraction trains 3
and 4. Final commissioning of the third ore preparation plant and associated
hydro-transport was completed in January 2012.


In 2011, the Company recognized an asset impairment provision in the Oil Sands
Mining and Upgrading segment of $396 million, net of accumulated depletion and
amortization, related to the property damage resulting from a fire in the
Horizon primary upgrading coking plant. The Company also recorded property
damage insurance recoveries of $393 million and business interruption insurance
recoveries of $333 million in 2011. In the first quarter of 2012, upon final
settlement of its insurance claims, all outstanding insurance proceeds were
collected.


North Sea

In December 2011, the Banff FPSO and subsea infrastructure suffered storm
damage. Operations at Banff/Kyle, with combined net production of approximately
3,500 bbl/d, were suspended. The FPSO and associated floating storage unit were
subsequently removed from the field. All personnel on board the FPSO were safe
and accounted for. The extent of the damage, including associated costs and
timing of returning to the field, is currently being assessed.


In March 2011, the UK government enacted an increase to the corporate income tax
rate charged on profits from UK North Sea crude oil and natural gas production
from 50% to 62%. This resulted in an increase to the overall corporate tax rate
applicable to net operating income from oil and gas activities to 62% for
non-PRT paying fields and 81% for PRT paying fields, after allowing for
deductions for capital and abandonment expenditures. As a result of the increase
in the corporate income tax rate, the Company's development activities in 2011
in the North Sea were reduced. The Company is continuing to high grade all North
Sea prospects for potential development opportunities in 2012 and future years.


Offshore Africa

During the fourth quarter of 2011, the Company sanctioned an 8 well drilling
program at the Espoir field in Cote d'Ivoire. Preparations are ongoing,
targeting commencement of drilling operations in late 2012.




LIQUIDITY AND CAPITAL RESOURCES                                             
                                                                            
                         ---------------------------------------------------
($ millions, except                Mar 31           Dec 31           Mar 31 
 ratios)                             2012             2011             2011 
----------------------------------------------------------------------------
Working capital                                                             
 (deficit)(1)             $        (1,304) $          (894) $        (1,657)
Long-term debt (2) (3)    $         8,241  $         8,571  $         8,468 
                                                                            
Share capital             $         3,674  $         3,507  $         3,394 
Retained earnings                  19,656           19,365           17,158 
Accumulated other                                                           
 comprehensive loss                    59               26               43 
----------------------------------------------------------------------------
Shareholders' equity      $        23,389  $        22,898  $        20,595 
                                                                            
Debt to book                                                                
 capitalization (3) (4)                26%              27%              29%
Debt to market                                                              
 capitalization (3) (5)                19%              17%              14%
After-tax return on                                                         
 average common                                                             
 shareholders' equity (6)              14%              12%               5%
After-tax return on                                                         
 average capital                                                            
 employed(7)                           11%              10%               5%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Calculated as current assets less current liabilities, excluding the    
    current portion of long-term debt.                                      
(2) Includes the current portion of long-term debt.                         
(3) Long-term debt is stated at its carrying value, net of fair value       
    adjustments, original issue discounts and transaction costs.            
(4) Calculated as current and long-term debt; divided by the book value of  
    common shareholders' equity plus current and long-term debt.            
(5) Calculated as current and long-term debt; divided by the market value of
    common shareholders' equity plus current and long-term debt.            
(6) Calculated as net earnings for the twelve month trailing period; as a   
    percentage of average common shareholders' equity for the period.       
(7) Calculated as net earnings plus after-tax interest and other financing  
    costs for the twelve month trailing period; as a percentage of average  
    capital employed for the period.                                        



At March 31, 2012, the Company's capital resources consisted primarily of cash
flow from operations, available bank credit facilities and access to debt
capital markets. Cash flow from operations and the Company's ability to renew
existing bank credit facilities and raise new debt is dependent on factors
discussed in the "Risks and Uncertainties" section of the Company's December 31,
2011 annual MD&A. In addition, the Company's ability to renew existing bank
credit facilities and raise new debt is also dependent upon maintaining an
investment grade debt rating and the condition of capital and credit markets.
The Company continues to believe that its internally generated cash flow from
operations supported by the implementation of its ongoing hedge policy, the
flexibility of its capital expenditure programs supported by its multi-year
financial plans, its existing bank credit facilities, and its ability to raise
new debt on commercially acceptable terms, will provide sufficient liquidity to
sustain its operations in the short, medium and long term and support its growth
strategy. At March 31, 2012, the Company had $4,056 million of available credit
under its bank credit facilities. 


In the fourth quarter of 2011, the Company filed a base shelf prospectus that
allows for the issue of up to $3,000 million of medium-term notes in Canada
until November 2013. If issued, these securities will bear interest as
determined at the date of issuance. The Company has US$2,000 million remaining
on its outstanding US$3,000 million base shelf prospectus filed in the fourth
quarter of 2011 that allows for the issue of US dollar debt securities in the
United States until November 2013. If issued, these securities will bear
interest as determined at the date of issuance.


Long-term debt was $8,241 million at March 31, 2012, resulting in a debt to book
capitalization ratio of 26% (December 31, 2011 - 27%; March 31, 2011 - 29%).
This ratio is below the 35% to 45% internal range utilized by management. 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. The Company remains committed to maintaining
a strong balance sheet, adequate available liquidity and a flexible capital
structure. The Company has hedged a portion of its crude oil production for 2012
at prices that protect investment returns to ensure ongoing balance sheet
strength and the completion of its capital expenditure programs. Further details
related to the Company's long-term debt at March 31, 2012 are discussed in note
5 to the Company's unaudited interim consolidated financial statements.


The Company's commodity hedging policy reduces the risk of volatility in
commodity prices and supports the Company's cash flow for its capital
expenditures programs. This policy currently allows for the hedging of up to 60%
of the near 12 months budgeted production and up to 40% of the following 13 to
24 months estimated production. For the purpose of this policy, the purchase of
put options is in addition to the above parameters. As at May 3, 2012,
approximately 50% of currently forecasted 2012 crude oil volumes were hedged
using collars and puts. Further details related to the Company's commodity
related derivative financial instruments outstanding at March 31, 2012 are
discussed in note 13 to the Company's unaudited interim consolidated financial
statements. 


Share Capital 

As at March 31, 2012, there were 1,100,118,000 common shares outstanding and
68,433,000 stock options outstanding. As at May 2, 2012, the Company had
1,099,728,000 common shares outstanding and 66,029,000 stock options
outstanding.


On March 6, 2012, the Company's Board of Directors approved an increase in the
annual dividend to be paid by the Company to $0.42 per common share for 2012.
The increase represents an approximately 17% increase from 2011, recognizing the
stability of the Company's cash flow and providing a return to shareholders. The
dividend policy undergoes a periodic review by the Board of Directors and is
subject to change. 


In April 2012, the Company announced a Normal Course Issuer Bid to purchase,
through the facilities of the Toronto Stock Exchange ("TSX") and the New York
Stock Exchange ("NYSE"), during the 12 month period commencing April 9, 2012 and
ending April 8, 2013, up to 55,027,447 common shares. 


On March 31, 2011, the Company announced a Normal Course Issuer Bid to purchase,
through the facilities of the TSX and the NYSE, during the 12 month period
commencing April 6, 2011 and ending April 5, 2012, up to 27,406,131 common
shares of the Company outstanding at March 25, 2011. 


As at March 31, 2012, 692,200 common shares (December 31, 2011 - 3,071,100
common shares) had been purchased for cancellation at a weighted average price
of $33.11 per common share (December 31, 2011 - $33.68 per common share), for a
total cost of $23 million (December 31, 2011 - $104 million). Subsequent to
March 31, 2012, the Company purchased 521,100 common shares at a weighted
average price of $32.21 per common share for a total cost of $17 million.


COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS

In the normal course of business, the Company has entered into various
commitments that will have an impact on the Company's future operations. As at
March 31, 2012, no entities were consolidated under the Standing Interpretations
Committee ("SIC") 12, "Consolidation - Special Purpose Entities". The following
table summarizes the Company's commitments as at March 31, 2012:




($ millions)                2012    2013    2014    2015    2016 Thereafter 
----------------------------------------------------------------------------
Product transportation                                                      
 and pipeline             $  182  $  211  $  200  $  187  $  124  $     888 
Offshore equipment                                                          
 operating leases         $   87  $   99  $   98  $   81  $   52  $     117 
Long-term debt (1)        $  349  $  800  $  849  $  989  $  250  $   5,046 
Interest and other                                                          
 financing costs (2)      $  305  $  393  $  373  $  328  $  315  $   4,033 
Office leases             $   23  $   33  $   34  $   32  $   33  $     304 
Other                     $  221  $  160  $   90  $   24  $    2  $       8 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Long-term debt represents principal repayments only and does not reflect
    fair value adjustments, original issue discounts or transaction costs.  
(2) Interest and other financing cost amounts represent the scheduled fixed
    rate and variable rate cash interest payments related to long-term debt.
    Interest on variable rate long-term debt was estimated based upon       
    prevailing interest rates and foreign exchange rates as at March 31,    
    2012.                                                                   



LEGAL PROCEEDINGS AND OTHER CONTINGENCIES

The Company is a 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. 


ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED

For the impact of new accounting standards, refer to the MD&A and the audited
consolidated financial statements for the year ended December 31, 2011.


CRITICAL ACCOUNTING ESTIMATES AND CHANGE IN ACCOUNTING POLICIES

The preparation of financial statements requires the Company to make estimates,
assumptions and judgements in the application of IFRS that have a significant
impact on the financial results of the Company. Actual results could differ from
estimated amounts, and those differences may be material. A comprehensive
discussion of the Company's significant accounting policies is contained in the
MD&A and the audited consolidated financial statements for the year ended
December 31, 2011.




Consolidated Balance Sheets                                                 
                                                                            
                                              ------------------------------
 As at                                                Mar 31         Dec 31 
(millions of Canadian dollars, unaudited) Note          2012           2011 
----------------------------------------------------------------------------
ASSETS                                                                      
Current assets                                                              
  Cash and cash equivalents                    $          13  $          34 
  Accounts receivable                                  1,346          2,077 
  Inventory                                              671            550 
  Prepaids and other                                     127            120 
----------------------------------------------------------------------------
                                                       2,157          2,781 
Exploration and evaluation assets            2         2,644          2,475 
Property, plant and equipment                3        41,959         41,631 
Other long-term assets                       4           368            391 
----------------------------------------------------------------------------
                                               $      47,128  $      47,278 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
LIABILITIES                                                                 
Current liabilities                                                         
  Accounts payable                             $         526  $         526 
  Accrued liabilities                                  2,298          2,347 
  Current income tax liabilities                         277            347 
  Current portion of long-term debt          5         1,151            359 
  Current portion of other long-term                                        
   liabilities                               6           360            455 
----------------------------------------------------------------------------
                                                       4,612          4,034 
Long-term debt                               5         7,090          8,212 
Other long-term liabilities                  6         3,880          3,913 
Deferred income tax liabilities                        8,157          8,221 
----------------------------------------------------------------------------
                                                      23,739         24,380 
----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY                                                        
Share capital                                9         3,674          3,507 
Retained earnings                                     19,656         19,365 
Accumulated other comprehensive income      10            59             26 
----------------------------------------------------------------------------
                                                      23,389         22,898 
----------------------------------------------------------------------------
                                               $      47,128  $      47,278 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Commitments and contingencies (note 14).                                    
                                                                            
Approved by the Board of Directors on May 3, 2012                           
                                                                            
Consolidated Statements of Earnings                                         
                                                                            
                                                    Three Months Ended      
                                              ------------------------------
(millions of Canadian dollars, except per             Mar 31         Mar 31 
 common share amounts, unaudited)         Note          2012           2011 
----------------------------------------------------------------------------
Product sales                                  $       3,971  $       3,302 
Less: royalties                                         (444)          (351)
----------------------------------------------------------------------------
Revenue                                                3,527          2,951 
----------------------------------------------------------------------------
Expenses                                                                    
Production                                             1,038            845 
Transportation and blending                              717            621 
Depletion, depreciation and amortization     3           975            849 
Administration                                            65             54 
Share-based compensation                     6          (107)           128 
Asset retirement obligation accretion        6            37             33 
Interest and other financing costs                        96             94 
Risk management activities                  13           154            124 
Foreign exchange gain                                    (54)           (67)
Horizon asset impairment provision           7             -            396 
Insurance recovery - property damage         7             -           (396)
----------------------------------------------------------------------------
                                                       2,921          2,681 
----------------------------------------------------------------------------
Earnings before taxes                                    606            270 
Current income tax expense                   8           231            171 
Deferred income tax (recovery) expense       8           (52)            53 
----------------------------------------------------------------------------
Net earnings                                   $         427  $          46 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net earnings per common share                                               
  Basic                                     12 $        0.39  $        0.04 
  Diluted                                   12 $        0.39  $        0.04 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Consolidated Statements of Comprehensive Income                             
                                                                            
                                                    Three Months Ended      
                                              ------------------------------
                                                      Mar 31         Mar 31 
(millions of Canadian dollars, unaudited)               2012           2011 
----------------------------------------------------------------------------
Net earnings                                   $         427  $          46 
----------------------------------------------------------------------------
Net change in derivative financial instruments                              
 designated as cash flow hedges                                             
Unrealized income during the period, net of                                 
 taxes of $4 million (2011 - $3 million)                  24             18 
Reclassification to net earnings, net of taxes                              
 of $nil (2011 - $4 million)                               1             11 
----------------------------------------------------------------------------
                                                          25             29 
Foreign currency translation adjustment                                     
Translation of net investment                              8              5 
----------------------------------------------------------------------------
Other comprehensive income, net of taxes                  33             34 
----------------------------------------------------------------------------
Comprehensive income                           $         460  $          80 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Consolidated Statements of Changes in Equity                                
                                                                            
                                                    Three Months Ended      
                                              ------------------------------
                                                      Mar 31         Mar 31 
(millions of Canadian dollars, unaudited) Note          2012           2011 
----------------------------------------------------------------------------
Share capital                                9                              
Balance - beginning of period                  $       3,507  $       3,147 
Issued upon exercise of stock options                    131            162 
Previously recognized liability on stock                                    
 options exercised for common shares                      38             85 
Purchase of common shares under Normal                                      
 Course Issuer Bid                                        (2)             - 
----------------------------------------------------------------------------
Balance - end of period                                3,674          3,394 
----------------------------------------------------------------------------
Retained earnings                                                           
Balance - beginning of period                         19,365         17,212 
Net earnings                                             427             46 
Purchase of common shares under Normal                                      
 Course Issuer Bid                           9           (21)             - 
Dividends on common shares                   9          (115)          (100)
----------------------------------------------------------------------------
Balance - end of period                               19,656         17,158 
----------------------------------------------------------------------------
Accumulated other comprehensive income      10                              
Balance - beginning of period                             26              9 
Other comprehensive income, net of taxes                  33             34 
----------------------------------------------------------------------------
Balance - end of period                                   59             43 
----------------------------------------------------------------------------
Shareholders' equity                           $      23,389  $      20,595 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Consolidated Statements of Cash Flows                                       
                                                                            
                                                      Three Months Ended    
                                                  --------------------------
(millions of Canadian dollars,                          Mar 31       Mar 31 
 unaudited)                                   Note        2012         2011 
----------------------------------------------------------------------------
Operating activities                                                        
Net earnings                                      $        427 $         46 
Non-cash items                                                              
  Depletion, depreciation and                                               
   amortization                                            975          849 
  Share-based compensation                                (107)         128 
  Asset retirement obligation accretion                     37           33 
  Unrealized risk management loss                           60           54 
  Unrealized foreign exchange gain                         (60)         (89)
  Deferred income tax (recovery) expense                   (52)          53 
  Horizon asset impairment provision             7           -          396 
Insurance recovery - property damage             7           -         (396)
Other                                                       23          (29)
Abandonment expenditures                                   (76)         (64)
Net change in non-cash working capital                     230          264 
----------------------------------------------------------------------------
                                                         1,457        1,245 
----------------------------------------------------------------------------
Financing activities                                                        
(Repayment) issue of bank credit                                            
 facilities, net                                          (207)         128 
Issue of common shares on exercise of                                       
 stock options                                             131          162 
Purchase of common shares under Normal                                      
 Course Issuer Bid                                         (23)           - 
Dividends on common shares                                 (99)         (82)
Net change in non-cash working capital                      (3)           - 
----------------------------------------------------------------------------
                                                          (201)         208 
----------------------------------------------------------------------------
Investing activities                                                        
Expenditures on exploration and                                             
 evaluation assets and property, plant                                      
 and equipment                                          (1,520)      (1,630)
Investment in other long-term assets                         -         (346)
Net change in non-cash working capital                     243          551 
----------------------------------------------------------------------------
                                                        (1,277)      (1,425)
----------------------------------------------------------------------------
(Decrease) increase in cash and cash                                        
 equivalents                                               (21)          28 
Cash and cash equivalents - beginning of                                    
 period                                                     34           22 
----------------------------------------------------------------------------
Cash and cash equivalents - end of                                          
 period                                           $         13 $         50 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest paid                                     $        133 $        147 
Income taxes paid                                 $        265 $        282 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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 Cote d'Ivoire, Gabon, and South Africa in Offshore Africa. 


The Horizon Oil Sands Mining and Upgrading segment ("Horizon") produces
synthetic crude oil through bitumen mining and upgrading operations.


Within Western Canada, the Company maintains certain midstream activities that
include pipeline operations and an electricity co-generation system.


The Company was incorporated in Alberta, Canada. The address of its registered
office is 2500, 855-2 Street S.W., Calgary, Alberta. 


These interim consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board, 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, 2011. 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, 2011.




2. EXPLORATION AND EVALUATION ASSETS                                        
                                                                            
                                                         Oil Sands          
                                                        Mining and          
                          Exploration and Production     Upgrading    Total 
----------------------------------------------------------------------------
                           North              Offshore                      
                         America North Sea      Africa                      
----------------------------------------------------------------------------
Cost                                                                        
At December 31, 2011   $   2,442 $       - $        33 $         - $  2,475 
Additions                    208         -           -           -      208 
Transfers to property,                                                      
 plant and equipment         (39)        -           -           -      (39)
----------------------------------------------------------------------------
At March 31, 2012      $   2,611 $       - $        33 $         - $  2,644 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
3. PROPERTY, PLANT AND EQUIPMENT                                            
                                                                            
                                   Exploration and Production               
----------------------------------------------------------------------------
                                                                  Offshore  
                          North America        North Sea            Africa  
----------------------------------------------------------------------------
Cost                                                                        
At December 31, 2011 $           46,120$           4,147 $           3,044  
Additions                         1,028               56                 3  
Transfers from E&E                                                          
 assets                              39                -                 -  
Disposals/                                                                  
 derecognitions                       -                -                 -  
Foreign exchange                                                            
 adjustments and                                                            
 other                                -              (73)              (52) 
----------------------------------------------------------------------------
At March 31, 2012    $           47,187$           4,130 $           2,995  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accumulated depletion                                                       
 and depreciation                                                           
At December 31, 2011 $           21,721$           2,512 $           2,152  
Expense                             796               83                28  
Disposals/                                                                  
 derecognitions                       -                -                 -  
Foreign exchange                                                            
 adjustments and                                                            
 other                                -              (48)              (25) 
----------------------------------------------------------------------------
At March 31, 2012    $           22,517$           2,547 $           2,155  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net book value- at                                                          
 March 31, 2012      $           24,670$           1,583 $             840  
- at December 31,                                                           
 2011                $           24,399$           1,635 $             892  
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                        Oil Sands                                           
                       Mining and                                           
                        Upgrading      Midstream   Head Office        Total 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Cost                                                                        
At December 31, 2011 $     15,211  $         298 $         234 $     69,054 
Additions                     236              1             5        1,329 
Transfers from E&E                                                          
 assets                         -              -             -           39 
Disposals/                                                                  
 derecognitions                (1)             -             -           (1)
Foreign exchange                                                            
 adjustments and                                                            
 other                          -              -             -         (125)
----------------------------------------------------------------------------
At March 31, 2012    $     15,446  $         299 $         239 $     70,296 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Accumulated depletion                                                       
 and depreciation                                                           
At December 31, 2011 $        776  $          96 $         166 $     27,423 
Expense                        63              2             3          975 
Disposals/                                                                  
 derecognitions                 -              -             -            - 
Foreign exchange                                                            
 adjustments and                                                            
 other                         12              -             -          (61)
----------------------------------------------------------------------------
At March 31, 2012    $        851  $          98 $         169 $     28,337 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net book value- at                                                          
 March 31, 2012      $     14,595  $         201 $          70 $     41,959 
- at December 31,                                                           
 2011                $     14,435  $         202 $          68 $     41,631 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
                                                                            
Development projects not subject to depletion                               
----------------------------------------------------------------------------
At March 31, 2012                                                   $  1,050
At December 31, 2011                                                $  1,443
----------------------------------------------------------------------------
----------------------------------------------------------------------------



The Company acquired a number of producing crude oil and natural gas assets in
the North America Exploration and Production segment for total cash
consideration of $38 million during the period ended March 31, 2012 (year ended
December 31, 2011 - $1,012 million), net of associated asset retirement
obligations of $3 million (year ended December 31, 2011 - $79 million).
Interests in jointly controlled assets were acquired with full tax basis. No
working capital or debt obligations were assumed.


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 construction is substantially complete. For
the period ended March 31, 2012, pre-tax interest of $18 million was capitalized
to property, plant and equipment (March 31, 2011 - $11 million) using a
capitalization rate of 4.8% (March 31, 2011 - 4.8%).




4. OTHER LONG-TERM ASSETS                                                   
                                                                            
                                              ------------------------------
                                                      Mar 31          Dec 31
                                                        2012            2011
----------------------------------------------------------------------------
Investment in North West Redwater Partnership  $         321  $          321
Other                                                     47              70
----------------------------------------------------------------------------
                                               $         368  $          391
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Other long-term assets include a $321 million investment in the 50% owned North
West Redwater Partnership ("Redwater"), of which $66 million was payable to
Redwater at March 31, 2012 to fund project development. The investment is
accounted for using the equity method. Redwater has entered into an agreement to
construct and operate a bitumen upgrader and refinery, which targets to process
bitumen for the Company and the Government of Alberta under a 30 year
fee-for-service contract. Project development is dependent upon completion of
detailed engineering and final project sanction by Redwater and its partners,
and approval of the final tolls.




5. LONG-TERM DEBT                                                           
                                                                            
                                              ------------------------------
                                                      Mar 31         Dec 31 
                                                        2012           2011 
----------------------------------------------------------------------------
Canadian dollar denominated debt                                            
Bank credit facilities                         $         589  $         796 
Medium-term notes                                        800            800 
----------------------------------------------------------------------------
                                                       1,389          1,596 
----------------------------------------------------------------------------
US dollar denominated debt                                                  
US dollar debt securities (US$6,900 million)           6,894          7,017 
Less: original issue discount on US dollar                                  
 debt securities (1)                                     (21)           (21)
----------------------------------------------------------------------------
                                                       6,873          6,996 
Fair value impact of interest rate swaps on US                              
 dollar debt securities (2)                               29             31 
----------------------------------------------------------------------------
                                                       6,902          7,027 
----------------------------------------------------------------------------
Long-term debt before transaction costs                8,291          8,623 
Less: transaction costs (1) (3)                          (50)           (52)
----------------------------------------------------------------------------
                                                       8,241          8,571 
Less: current portion (1) (2)                          1,151            359 
----------------------------------------------------------------------------
                                               $       7,090  $       8,212 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1) The Company has included unamortized original issue discounts and       
    directly attributable transaction costs in the carrying amount of the   
    outstanding debt.                                                       
(2) The carrying amounts of US$350 million of 5.45% notes due October 2012  
    and US$350 million of 4.90% notes due December 2014 were adjusted by    
    $29 million (December 2011 - $31 million) to reflect the fair value     
    impact of hedge accounting.                                             
(3) 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

As at March 31, 2012, the Company had in place unsecured bank credit facilities
of $4,724 million, comprised of:


- a $200 million demand credit facility;

- a revolving syndicated credit facility of $3,000 million maturing June 2015;

- a revolving syndicated credit facility of $1,500 million maturing June 2012; and

- a GBP 15 million demand credit facility related to the Company's North Sea
operations.


Each of the $3,000 million and $1,500 million facilities is extendible annually
for one-year periods at the mutual agreement of the Company and the lenders. If
the facilities are not extended, the full amount of the outstanding principal
would be repayable on the maturity date. Borrowings under these facilities may
be made by way of pricing referenced to Canadian dollar or US dollar bankers'
acceptances, or LIBOR, US base rate or Canadian prime loans.


The Company's weighted average interest rate on bank credit facilities
outstanding as at March 31, 2012, was 2.2% (March 31, 2011 - 1.4%), and on
long-term debt outstanding for the period ended March 31, 2012 was 4.8% (March
31, 2011 - 4.8%). 


In addition to the outstanding debt, letters of credit and financial guarantees
aggregating $464 million, including $110 million related to Horizon and $272
million related to North Sea operations, were outstanding at March 31, 2012.


Medium-Term Notes

During the fourth quarter of 2011, the Company filed a base shelf prospectus
that allows for the issue of up to $3,000 million of medium-term notes in Canada
until November 2013. If issued, these securities will bear interest as
determined at the date of issuance. 


US Dollar Debt Securities

The Company has US$2,000 million remaining on its outstanding US$3,000 million
base shelf prospectus filed in the fourth quarter of 2011 that allows for the
issue of US dollar debt securities in the United States until November 2013. If
issued, these securities will bear interest as determined at the date of
issuance.




6. OTHER LONG-TERM LIABILITIES                                              
                                                                            
                                             -------------------------------
                                                      Mar 31          Dec 31
                                                        2012            2011
----------------------------------------------------------------------------
Asset retirement obligations                  $        3,538  $        3,577
Share-based compensation                                 273             432
Risk management (note 13)                                347             274
Other                                                     82              85
----------------------------------------------------------------------------
                                                       4,240           4,368
Less: current portion                                    360             455
----------------------------------------------------------------------------
                                              $        3,880  $        3,913
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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 4.6% (December 31, 2011 - 4.6%). A
reconciliation of the discounted asset retirement obligations is as follows: 




                                              ------------------------------
                                                      Mar 31         Dec 31 
                                                        2012           2011 
----------------------------------------------------------------------------
Balance - beginning of period                  $       3,577  $       2,624 
  Liabilities incurred                                    10             12 
  Liabilities acquired                                     3             79 
  Liabilities settled                                    (76)          (213)
  Asset retirement obligation accretion                   37            130 
  Revision of estimates                                    3            924 
  Foreign exchange                                       (16)            21 
----------------------------------------------------------------------------
Balance - end of period                        $       3,538  $       3,577 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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 represents the maximum amount of the liability payable within
the next twelve month period if all vested stock options are surrendered for
cash settlement.




                                              ------------------------------
                                                      Mar 31         Dec 31 
                                                        2012           2011 
----------------------------------------------------------------------------
Balance - beginning of period                  $         432  $         663 
  Share-based compensation recovery                     (107)          (102)
  Cash payment for stock options surrendered              (7)           (14)
  Transferred to common shares                           (38)          (115)
  Capitalized to (recovered from) Oil Sands                                 
   Mining and Upgrading                                   (7)             - 
----------------------------------------------------------------------------
Balance - end of period                                  273            432 
Less: current portion                                    230            384 
----------------------------------------------------------------------------
                                               $          43  $          48 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



7. HORIZON ASSET IMPAIRMENT PROVISION AND INSURANCE RECOVERY

In 2011, the Company recognized an asset impairment provision in the Oil Sands
Mining and Upgrading segment of $396 million, net of accumulated depletion and
amortization, related to the property damage resulting from a fire in the
Horizon primary upgrading coking plant. The Company also recorded final property
damage insurance recoveries of $393 million and business interruption insurance
recoveries of $333 million in 2011. In the first quarter of 2012, upon final
settlement of its insurance claims, all outstanding insurance proceeds were
collected.




8. INCOME TAXES                                                             
                                                                            
The provision for income tax is as follows:                                 
                                                                            
                                                     Three Months Ended     
                                               -----------------------------
                                                       Mar 31         Mar 31
                                                         2012           2011
----------------------------------------------------------------------------
Current corporate income tax - North America    $         113  $          91
Current corporate income tax - North Sea                   45             46
Current corporate income tax - Offshore Africa             36             20
Current PRT(1) expense - North Sea                         31              8
Other taxes                                                 6              6
----------------------------------------------------------------------------
Current income tax expense                                231            171
----------------------------------------------------------------------------
Deferred corporate income tax (recovery)                                    
 expense                                                  (48)            43
Deferred PRT(1) (recovery) expense - North Sea             (4)            10
----------------------------------------------------------------------------
Deferred income tax (recovery) expense                    (52)            53
----------------------------------------------------------------------------
Income tax expense                              $         179  $         224
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Petroleum Revenue Tax.                                                  



During 2011, the Canadian Federal government enacted legislation to implement
several taxation changes. These changes include a requirement that, beginning in
2012, partnership income must be included in the taxable income of each
corporate partner based on the tax year of the partner, rather than the fiscal
year of the partnership. The legislation includes a five-year transition
provision and has no impact on net earnings.


During the first quarter of 2011, the UK government enacted an increase to the
supplementary income tax rate charged on profits from UK North Sea crude oil and
natural gas production, increasing the combined corporate and supplementary
income tax rate from 50% to 62%. As a result of the income tax rate change, the
Company's deferred income tax liability was increased by $104 million as at
March 31, 2011. 


9. SHARE CAPITAL

Authorized

200,000 Class 1 preferred shares with a stated value of $10.00 each. 

Unlimited number of common shares without par value.



                                         -----------------------------------
                                           Three Months Ended Mar 31, 2012  
Issued common shares                     Number of shares                   
                                               (thousands)           Amount 
----------------------------------------------------------------------------
Balance - beginning of period                   1,096,460 $           3,507 
Issued upon exercise of stock options               4,350               131 
Previously recognized liability on stock                                    
 options exercised for common shares                    -                38 
Purchase of common shares under Normal                                      
 Course Issuer Bid                                   (692)               (2)
----------------------------------------------------------------------------
Balance - end of period                         1,100,118 $           3,674 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Dividend Policy

On March 6, 2012, the Board of Directors set the regular quarterly dividend at
$0.105 per common share (2011 - $0.09 per common share). The Company has paid
regular quarterly dividends in January, April, July, and October of each year
since 2001. The dividend policy undergoes a periodic review by the Board of
Directors and is subject to change.


Normal Course Issuer Bid

The Company's Normal Course Issuer Bid announced in 2011 expired April 5, 2012.
In April 2012, the Company announced a Normal Course Issuer Bid to purchase
through the facilities of the Toronto Stock Exchange and the New York Stock
Exchange, during the twelve month period commencing April 9, 2012 and ending
April 8, 2013, up to 55,027,447 common shares. 


For the three months ended March 31, 2012, the Company purchased 692,200 common
shares at a weighted average price of $33.11 per common share, for a total cost
of $23 million. Retained earnings were reduced by $21 million, representing the
excess of the purchase price of common shares over their average carrying value.
Subsequent to March 31, 2012, the Company purchased 521,100 common shares at a
weighted average price of $32.21 per common share for a total cost of $17
million.


Stock Options 

The following table summarizes information relating to stock options outstanding
at March 31, 2012:




                                         -----------------------------------
                                           Three Months Ended Mar 31, 2012  
----------------------------------------------------------------------------
                                            Stock options   Weighted average
                                               (thousands)    exercise price
----------------------------------------------------------------------------
Outstanding - beginning of period                  73,486  $           34.85
Granted                                             1,492  $           34.40
Surrendered for cash settlement                      (710) $           30.79
Exercised for common shares                        (4,350) $           30.23
Forfeited                                          (1,485) $           37.40
----------------------------------------------------------------------------
Outstanding - end of period                        68,433  $           35.12
----------------------------------------------------------------------------
Exercisable - end of period                        21,955  $           32.56
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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.


10. ACCUMULATED OTHER COMPREHENSIVE INCOME 

The components of accumulated other comprehensive income, net of taxes, were as
follows:




                                              ------------------------------
                                                      Mar 31         Mar 31 
                                                        2012           2011 
----------------------------------------------------------------------------
Derivative financial instruments designated as                              
 cash flow hedges                              $          87  $          62 
Foreign currency translation adjustment                  (28)           (19)
----------------------------------------------------------------------------
                                               $          59  $          43 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



11. CAPITAL DISCLOSURES

The Company does not have any externally imposed regulatory capital requirements
for managing capital. 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 current and long-term debt divided by the sum of the
carrying value of shareholders' equity plus current and long-term debt. The
Company's internal targeted range for its debt to book capitalization ratio is
35% 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 March 31, 2012, the ratio was
below the target range at 26%. 


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. 




                                              ------------------------------
                                                      Mar 31         Dec 31 
                                                        2012           2011 
----------------------------------------------------------------------------
Long-term debt (1)                             $       8,241  $       8,571 
Total shareholders' equity                     $      23,389  $      22,898 
Debt to book capitalization                               26%            27%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes the current portion of long-term debt.                         
                                                                            
12. NET EARNINGS PER COMMON SHARE                                           
                                                                            
                                                     Three Months Ended     
                                                ----------------------------
                                                        Mar 31        Mar 31
                                                          2012          2011
----------------------------------------------------------------------------
Weighted average common shares outstanding -                                
 basic (thousands of shares)                         1,100,154     1,093,685
Effect of dilutive stock options (thousands of                              
 shares)                                                 4,454        11,992
----------------------------------------------------------------------------
Weighted average common shares outstanding -                                
 diluted (thousands of shares)                       1,104,608     1,105,677
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net earnings                                     $         427 $          46
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net earnings per common share - basic            $        0.39 $        0.04
  - diluted                                      $        0.39 $        0.04
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
13. FINANCIAL INSTRUMENTS                                                   
                                                                            
The carrying amounts of the Company's financial instruments by category were
as follows:                                                                 
                                                                            
              --------------------------------------------------------------
                                       Mar 31, 2012                         
----------------------------------------------------------------------------
                Loans and                               Financial           
              receivables  Fair value                 liabilities           
                       at     through   Derivatives            at           
Asset           amortized   profit or      used for     amortized           
 (liability)         cost        loss       hedging          cost     Total 
----------------------------------------------------------------------------
Accounts                                                                    
 receivable   $     1,346 $         -  $          -  $          -  $  1,346 
Accounts                                                                    
 payable                -           -             -          (526)     (526)
Accrued                                                                     
 liabilities            -           -             -        (2,298)   (2,298)
Other long-                                                                 
 term                                                                       
 liabilities            -         (98)         (249)          (73)     (420)
Long-term debt                                                              
 (1)                    -           -             -        (8,241)   (8,241)
----------------------------------------------------------------------------
              $     1,346 $       (98) $       (249) $    (11,138) $(10,139)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                       Dec 31, 2011                         
----------------------------------------------------------------------------
                 Loans and                                                  
               receivables Fair value                   Financial           
                        at    through  Derivatives    liabilities           
Asset           amortized   profit or     used for  at amortized            
 (liability)          cost       loss      hedging           cost     Total 
----------------------------------------------------------------------------
Accounts                                                                    
 receivable    $     2,077 $        -  $         -  $           -  $  2,077 
Accounts                                                                    
 payable                 -          -            -           (526)     (526)
Accrued                                                                     
 liabilities             -          -            -         (2,347)   (2,347)
Other long-term                                                             
 liabilities             -        (38)        (236)           (75)     (349)
Long-term debt                                                              
 (1)                     -          -            -         (8,571)   (8,571)
----------------------------------------------------------------------------
               $     2,077 $      (38) $      (236) $     (11,519) $ (9,716)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes the current portion of long-term debt.                         
                                                                            
The carrying amount of the Company's financial instruments approximates     
their fair value, except for fixed rate long-term debt as noted below. The  
fair values of the Company's other long-term liabilities and fixed rate     
long-term debt are outlined below:                                          
                                                                            
                               ---------------------------------------------
                                               Mar 31, 2012                 
----------------------------------------------------------------------------
                                     Carrying                               
                                       amount                    Fair value 
----------------------------------------------------------------------------
Asset (liability) (1)                                Level 1        Level 2 
----------------------------------------------------------------------------
Other long-term liabilities     $        (347) $           -  $        (347)
Fixed rate long-term debt (2)                                               
 (3) (4)                               (7,652)        (8,831)             - 
----------------------------------------------------------------------------
                                $      (7,999) $      (8,831) $        (347)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                               Dec 31, 2011                 
----------------------------------------------------------------------------
                                     Carrying                               
                                       amount                    Fair value 
----------------------------------------------------------------------------
Asset (liability) (1)                                Level 1        Level 2 
----------------------------------------------------------------------------
Other long-term liabilities     $        (274) $           -  $        (274)
Fixed rate long-term debt (2)                                               
 (3) (4)                               (7,775)        (9,120)             - 
----------------------------------------------------------------------------
                                $      (8,049) $      (9,120) $        (274)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(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).                                       
(2) The carrying amounts of US$350 million of 5.45% notes due October 2012  
    and US$350 million of 4.90% notes due December 2014 have been adjusted  
    by $29 million (December 31, 2011 - $31 million) to reflect the fair    
    value impact of hedge accounting.                                       
(3) The fair value of fixed rate long-term debt has been determined based on
    quoted market prices.                                                   
(4) Includes the current portion of long-term debt.                         
                                                                            
The following provides a summary of the carrying amounts of derivative      
contracts held and a reconciliation to the Company's consolidated balance   
sheets.                                                                     
                                                                            
                                              ------------------------------
Asset (liability)                               Mar 31, 2012   Dec 31, 2011 
----------------------------------------------------------------------------
Derivatives held for trading                                                
  Crude oil price collars                      $         (65) $         (13)
  Crude oil put options                                  (44)             - 
  Foreign currency forward contracts                      11            (25)
Cash flow hedges                                                            
  Cross currency swaps                                  (249)          (236)
----------------------------------------------------------------------------
                                               $        (347) $        (274)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Included within:                                                            
  Current portion of other long-term                                        
   liabilities                                 $        (106) $         (43)
  Other long-term liabilities                           (241)          (231)
----------------------------------------------------------------------------
                                               $        (347) $        (274)
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Ineffectiveness arising from cash flow hedges recognized in net earnings for the
period ended March 31, 2012 resulted in a gain of $1 million (December 31, 2011
- loss of $2 million). 


Risk Management

The Company uses derivative financial instruments to manage its commodity price,
foreign currency and interest rate exposures. These financial instruments are
entered into solely for hedging purposes and are not used for speculative
purposes.


The estimated fair value of derivative financial instruments has been determined
based on appropriate internal valuation methodologies and/or third party
indications. 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 market inputs including quoted commodity prices and
volatility, interest rate yield curves, and foreign exchange rates. 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.


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:




                                            --------------------------------
                                               Three Months                 
                                                     Ended      Year Ended  
Asset (liability)                              Mar 31, 2012    Dec 31, 2011 
----------------------------------------------------------------------------
Balance - beginning of period                $         (274) $         (485)
Net cost of outstanding put options                      55               - 
Net change in fair value of outstanding                                     
 derivative financial instruments                                           
 attributable to:                                                           
  Risk management activities                            (60)            128 
  Foreign exchange                                      (42)             42 
  Other comprehensive income                             29              41 
----------------------------------------------------------------------------
                                                       (292)           (274)
Add: put premium financing obligations (1)              (55)              - 
----------------------------------------------------------------------------
Balance - end of period                                (347)           (274)
Less: current portion                                  (106)            (43)
----------------------------------------------------------------------------
                                             $         (241) $         (231)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The Company has negotiated payment of put option premiums with various  
    counterparties at the time of actual settlement of the respective       
    options. These obligations are reflected in the net risk management     
    asset (liability).                                                      
                                                                            
Net losses from risk management activities were as follows:                 
                                                                            
                                                    Three Months Ended      
                                              ------------------------------
                                                       Mar 31         Mar 31
                                                         2012           2011
----------------------------------------------------------------------------
Net realized risk management loss              $           94 $           70
Net unrealized risk management loss                        60             54
----------------------------------------------------------------------------
                                               $          154 $          124
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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
March 31, 2012, the Company had the following derivative financial instruments
outstanding to manage its commodity price risks:




Sales contracts                                                             
                                                                            
                                                      Weighted average      
                     Remaining term        Volume                price Index
----------------------------------------------------------------------------
Crude oil                                                                   
Crude oil                                                                   
 price 
 collars (1)    Apr 2012 - Dec 2012  50,000 bbl/d US$80.00 - US$134.87 Brent
                Apr 2012 - Dec 2012  50,000 bbl/d US$80.00 - US$136.06 Brent
                                                                            
Crude oil puts  Apr 2012 - Dec 2012 100,000 bbl/d             US$80.00   WTI
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Subsequent to March 31, 2012, the Company entered into 50,000 bbl/d of  
    US$80.00 - US$145.07 Brent collars for the period July 2012 to June     
    2013.                                                                   
                                                                            
 The cost of outstanding put options and their respective periods of        
settlement are as follows:                                                  

                                           Q2 2012      Q3 2012      Q4 2012
----------------------------------------------------------------------------
Cost ($ millions)                            US$18        US$19        US$19
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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. 


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. The 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 March 31, 2012,
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 and working
capital. The Company is also exposed to foreign currency exchange rate risk on
transactions conducted in other currencies in its subsidiaries 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 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 March 31, 2012, the Company had the following cross
currency swap contracts outstanding:




                                             Exchange                       
                                                 rate   Interest   Interest 
                    Remaining term   Amount   (US$/C$) rate (US$)  rate (C$)
----------------------------------------------------------------------------
Cross currency                                                              
Swaps          Apr 2012 - Aug 2016   US$250     1.116       6.00%      5.40%
               Apr 2012 - May 2017 US$1,100     1.170       5.70%      5.10%
               Apr 2012 - Nov 2021   US$500     1.022       3.45%      3.96%
               Apr 2012 - Mar 2038   US$550     1.170       6.25%      5.76%
----------------------------------------------------------------------------
----------------------------------------------------------------------------



All cross currency swap derivative financial instruments designated as hedges at
March 31, 2012, were classified as cash flow hedges.


In addition to the cross currency swap contracts noted above, at March 31, 2012,
the Company had US$1,966 million of foreign currency forward contracts
outstanding, with terms of approximately 30 days or less. 


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 March 31, 2012, 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 and other entities. At
March 31, 2012, the Company had net risk management assets of $nil with specific
counterparties related to derivative financial instruments (December 31, 2011 -
$nil).


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, 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.


The maturity dates for financial liabilities are as follows:



                     Less than   1 to less than  2 to less than           
                         1 year         2 years          5 years  Thereafter
----------------------------------------------------------------------------
Accounts payable    $       526 $             - $              - $         -
Accrued liabilities $     2,298 $             - $              - $         -
Risk management     $       106 $            43 $            125 $        73
Other long-term                                                             
 liabilities        $        24 $            15 $             34 $         -
Long-term debt (1)  $     1,149 $             - $          2,088 $     5,046
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Long-term debt represents principal repayments only and does not reflect
    fair value adjustments, original issue discounts or transaction costs.  
                                                                            
14. COMMITMENTS AND CONTINGENCIES                                           
                                                                            
The Company has committed to certain payments as follows:                   
                                                                            
                               Remaining                                    
                                    2012  2013  2014  2015  2016  Thereafter
----------------------------------------------------------------------------
Product transportation and                                                  
 pipeline                   $        182 $ 211 $ 200 $ 187 $ 124 $       888
Offshore equipment                                                          
 operating leases           $         87 $  99 $  98 $  81 $  52 $       117
Office leases               $         23 $  33 $  34 $  32 $  33 $       304
Other                       $        221 $ 160 $  90 $  24 $   2 $         8
----------------------------------------------------------------------------
----------------------------------------------------------------------------



The Company is a 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.




15. SEGMENTED INFORMATION                                                   
                                                                            
                                   Exploration and Production               
                                                                      Total 
                                                                Exploration 
                                                     Offshore           and 
                    North America     North Sea        Africa    Production 
(millions of         Three months  Three months  Three months  Three months 
 Canadian                   ended         ended         ended         ended 
 dollars,unaudited)        Mar 31        Mar 31        Mar 31        Mar 31 
                    --------------------------------------------------------
                      2012   2011   2012   2011   2012   2011   2012   2011 
----------------------------------------------------------------------------
Segmented product                                                           
 sales               3,058  2,706    279    289    217    215  3,554  3,210 
Less: royalties       (388)  (326)    (1)    (1)   (34)   (20)  (423)  (347)
----------------------------------------------------------------------------
Segmented revenue    2,670  2,380    278    288    183    195  3,131  2,863 
----------------------------------------------------------------------------
Segmented expenses                                                          
Production             582    458     85     86     22     42    689    586 
Transportation and                                                          
 blending              715    612      3      4      -      1    718    617 
Depletion,                                                                  
 depreciation and                                                           
 amortization          798    703     84     68     28     53    910    824 
Asset retirement                                                            
 obligation                                                                 
 accretion              21     18      7      8      1      2     29     28 
Realized risk                                                               
 management                                                                 
 activities             94     70      -      -      -      -     94     70 
Horizon asset                                                               
 impairment                                                                 
 provision               -      -      -      -      -      -      -      - 
Insurance recovery -                                                        
 property damage                                                            
 (note 7)                -      -      -      -      -      -      -      - 
----------------------------------------------------------------------------
Total segmented                                                             
 expenses            2,210  1,861    179    166     51     98  2,440  2,125 
----------------------------------------------------------------------------
Segmented earnings                                                          
 (loss) before the                                                          
 following             460    519     99    122    132     97    691    738 
----------------------------------------------------------------------------
Non-segmented                                                               
 expenses                                                                   
Administration                                                              
Share-based                                                                 
 compensation                                                               
Interest and other                                                          
 financing costs                                                            
Unrealized risk                                                             
 management                                                                 
 activities                                                                 
Foreign exchange                                                            
 gain                                                                       
----------------------------------------------------------------------------
Total non-segmented                                                         
 expenses                                                                   
----------------------------------------------------------------------------
Earnings before                                                             
 taxes                                                                      
Current income tax                                                          
 expense                                                                    
Deferred income tax                                                         
 (recovery) expense                                                         
----------------------------------------------------------------------------
Net earnings                                                                
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                       Oil Sands                Inter-segment               
                      Mining and                  elimination               
                       Upgrading       Midstream    and other         Total 
(millions of        Three months    Three months Three months  Three months 
 Canadian                  ended           ended        ended         ended 
 dollars,unaudited)       Mar 31          Mar 31       Mar 31        Mar 31 
                   ---------------------------------------------------------
                     2012   2011    2012    2011  2012   2011   2012   2011 
----------------------------------------------------------------------------
Segmented product                                                           
 sales                414     86      21      22   (18)   (16) 3,971  3,302 
Less: royalties       (21)    (4)      -       -     -      -   (444)  (351)
----------------------------------------------------------------------------
Segmented revenue     393     82      21      22   (18)   (16) 3,527  2,951 
----------------------------------------------------------------------------
Segmented expenses                                                          
Production            346    256       7       7    (4)    (4) 1,038    845 
Transportation and                                                          
 blending              12     16       -       -   (13)   (12)   717    621 
Depletion,                                                                  
 depreciation and                                                           
 amortization          63     23       2       2     -      -    975    849 
Asset retirement                                                            
 obligation                                                                 
 accretion              8      5       -       -     -      -     37     33 
Realized risk                                                               
 management                                                                 
 activities             -      -       -       -     -      -     94     70 
Horizon asset                                                               
 impairment                                                                 
 provision              -    396       -       -     -      -      -    396 
Insurance recovery                                                          
 - property damage                                                          
 (note 7)               -   (396)      -       -     -      -      -   (396)
----------------------------------------------------------------------------
Total segmented                                                             
 expenses             429    300       9       9   (17)   (16) 2,861  2,418 
----------------------------------------------------------------------------
Segmented earnings                                                          
 (loss) before the                                                          
 following            (36)  (218)     12      13    (1)     -    666    533 
----------------------------------------------------------------------------
Non-segmented                                                               
 expenses                                                                   
Administration                                                    65     54 
Share-based                                                                 
 compensation                                                   (107)   128 
Interest and other                                                          
 financing costs                                                  96     94 
Unrealized risk                                                             
 management                                                                 
 activities                                                       60     54 
Foreign exchange                                                            
 gain                                                            (54)   (67)
----------------------------------------------------------------------------
Total non-segmented                                                         
 expenses                                                         60    263 
----------------------------------------------------------------------------
Earnings before                                                             
 taxes                                                           606    270 
Current income tax                                                          
 expense                                                         231    171 
Deferred income tax                                                         
 (recovery) expense                                              (52)    53 
----------------------------------------------------------------------------
Net earnings                                                     427     46 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Capital Expenditures (1)                                                    
                                                                            
                                             Period Ended                   
                         ---------------------------------------------------
                                            Mar 31, 2012                    
----------------------------------------------------------------------------
                                                Non cash                    
                                           and fair value       Capitalized 
                         Net expenditures       changes(2)            costs 
----------------------------------------------------------------------------
                                                                            
Exploration and                                                             
 evaluation assets                                                          
Exploration and                                                             
 Production                                                                 
 North America           $            208 $           (39) $            169 
 North Sea                              -               -                 - 
 Offshore Africa                        -               -                 - 
----------------------------------------------------------------------------
                         $            208 $           (39) $            169 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Property, plant and                                                         
 equipment                                                                  
Exploration and                                                             
 Production                                                                 
 North America           $          1,015 $            52  $          1,067 
 North Sea                             54               2                56 
 Offshore Africa                        3               -                 3 
----------------------------------------------------------------------------
                                    1,072              54             1,126 
Oil Sands Mining and                                                        
 Upgrading(3)(4)                      234               1               235 
Midstream                               1               -                 1 
Head office                             5               -                 5 
----------------------------------------------------------------------------
                         $          1,312 $            55  $          1,367 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                            Period Ended                    
                         ---------------------------------------------------
                                            Mar 31, 2011                    
----------------------------------------------------------------------------
                                               Non cash and                 
                                                 fair value     Capitalized 
                           Net expenditures      changes(2)           costs 
----------------------------------------------------------------------------
                                                                            
Exploration and                                                             
 evaluation assets                                                          
Exploration and                                                             
 Production                                                                 
 North America             $             74 $           (72) $            2 
 North Sea                                -              (4)             (4)
 Offshore Africa                          -               -               - 
----------------------------------------------------------------------------
                           $             74 $           (76) $           (2)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Property, plant and                                                         
 equipment                                                                  
Exploration and                                                             
 Production                                                                 
 North America             $          1,158 $            75  $        1,233 
 North Sea                               41               4              45 
 Offshore Africa                         33               -              33 
----------------------------------------------------------------------------
                                      1,232              79           1,311 
Oil Sands Mining and                                                        
 Upgrading(3)(4)                        315            (406)            (91)
Midstream                                 3               -               3 
Head office                               6               -               6 
----------------------------------------------------------------------------
                           $          1,556 $          (327) $        1,229 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) This table provides a reconciliation of capitalized costs and does not  
    include the impact of accumulated depletion and depreciation.           
(2) Asset retirement obligations, deferred income tax adjustments related to
    differences between carrying amounts and tax values, transfers of       
    exploration and evaluation assets, and other fair value adjustments.    
(3) Net expenditures for Oil Sands Mining and Upgrading also include        
    capitalized interest and share-based compensation.                      
(4) During the first quarter of 2011 the Company derecognized certain       
    property, plant and equipment related to the coker fire at Horizon in   
    the amount of $411 million. This amount was included in non cash and    
    fair value changes.                                                     
                                                                            
Segmented Assets                                                            
                                                                            
                                                        Total Assets        
                                                ----------------------------
                                                        Mar 31        Dec 31
                                                          2012          2011
----------------------------------------------------------------------------
Exploration and Production                                                  
  North America                                  $      28,770 $      28,554
  North Sea                                              1,722         1,809
  Offshore Africa                                        1,094         1,070
  Other                                                     24            23
Oil Sands Mining and Upgrading                          15,091        15,433
Midstream                                                  357           321
Head office                                                 70            68
----------------------------------------------------------------------------
                                                 $      47,128 $      47,278
----------------------------------------------------------------------------
----------------------------------------------------------------------------



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 October 2011. 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 March 31, 2012:  
----------------------------------------------------------------------------
Interest coverage (times)                                                   
  Net earnings (1)                                                     10.1x
  Cash flow from operations (2)                                        17.8x
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(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) Cash flow from operations plus current income taxes and interest expense
    excluding current PRT expense and other taxes; divided by the sum of    
    interest expense and capitalized interest.                              



CONFERENCE CALL

A conference call will be held at 9:00 a.m. Mountain Daylight Time, 11:00 a.m.
Eastern Daylight Time on Friday, May 4, 2012. The North American conference call
number is 1-800-952-6845 and the outside North American conference call number
is 001-416-695-7848. Please call in about 10 minutes before the starting time in
order to be patched into the call. The conference call will also be broadcast
live on the internet and may be accessed through the Canadian Natural website at
www.cnrl.com.


A taped rebroadcast will be available until 6:00 p.m. Mountain Time, Thursday,
May 10, 2012. To access the rebroadcast in North America, dial 1-800-408-3053.
Those outside of North America, dial 001-905-694-9451. The pass code to use is
4985113.


WEBCAST

This call is being webcast and can be accessed on Canadian Natural's website at
www.cnrl.com.


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