Canadian Oil Sands Announces First Quarter Financial Results and a $0.35 Per Share Dividend

Canadian Oil Sands Announces First Quarter Financial Results and a $0.35 Per 
Share Dividend 
CALGARY, ALBERTA -- (Marketwired) -- 04/30/13 -- Canadian Oil Sands
Limited (TSX:COS) (OTCQX:COSWF) 
All financial figures are unaudited and in Canadian dollars unless
otherwise noted. 
Highlights for the three months ended March 31, 2013: 


 
--  Cash flow from operations was $275 million ($0.57 per Share) in the
    first quarter of 2013 compared with cash flow from operations of $454
    million ($0.94 per Share) in the same quarter of 2012. 
--  The quarter-over-quarter decrease in cash flow from operations reflects
    lower sales volumes and higher current taxes, partially offset by lower
    Crown royalties. 
--  Net income for the first quarter of 2013 was $177 million ($0.37 per
    Share), down from $318 million ($0.66 per Share) in the 2012 first
    quarter. 
--  COS maintained its quarterly dividend at $0.35 per Share, payable on May
    31, 2013 to shareholders of record on May 24, 2013. 
--  Sales volumes averaged 95,700 barrels per day in the first quarter of
    2013 compared with volumes averaging 108,100 barrels per day in the
    first quarter of 2012. 
--  Operating expenses were $355 million, or $41.20 per barrel, in the first
    quarter of 2013 compared with $320 million, or $32.58 per barrel, in the
    same quarter of 2012. 
--  As planned, capital expenditures increased to $268 million in 2013 from
    $141 million in 2012, as a result of spending on the major projects at
    Syncrude to replace or relocate mine trains and to support tailings
    management plans. 
--  Net debt (long-term debt less cash and cash equivalents) increased to
    $361 million at March 31, 2013 from $241 million at December 31, 2012.
    Net debt levels are expected to rise over the next two years, as COS
    draws down its $1,471 million cash balance at March 31, 2013 to fund the
    major capital projects program. Spending on this program is expected to
    significantly taper off after 2014. 

 
"Syncrude production was lower than expected this quarter, as we
experienced several unplanned outages in extraction and upgrading. 
Syncrude has performed the maintenance required to address the
extraction issues and is investigating the root cause of the
hydrotreating outages in the upgrader.  We believe the issues that
impacted operations since late 2012 have been resolved, however, to
reflect the impact of our first quarter results we have reduced our
2013 production Outlook  by about five per cent," said Marcel Coutu,
President and Chief Executive Officer. "While we believe
implementation of ExxonMobil's Global Reliability System at Syncrude
is the best course of action to improve performance and reduce
unplanned production losses, it is a long-term, comprehensive
strategy that is being applied to tens of thousands of pieces of
equipment; as such, it will take time to fully implement and become
embedded in Syncrude's culture." 
"Importantly, COS remains in a strong position to fund our capital
program and to maintain our $0.35 per Share quarterly dividend
through 2013 based on our Outlook," added Mr. Coutu. "In the first
quarter, our Synthetic Crude Oil received a premium to West Texas
Intermediate, resulting in a higher than expected average price of
$96 per barrel. With the expectation that we will continue to receive
a premium to WTI for the first half of the year, we have raised our
estimate for our average realized price for SCO in 2013 to $85 per
barrel." 


 
Highlights                                                                  
                                                   Three Months Ended       
                                                        March 31            
                                                        2013           2012 
----------------------------------------------------------------------------
Cash flow from operations(1) ($ millions)        $       275    $       454 
 Per Share(1) ($/Share)                          $      0.57    $      0.94 
                                                                            
Net income ($ millions)                          $       177    $       318 
 Per Share, Basic and Diluted ($/Share)          $      0.37    $      0.66 
                                                                            
Sales volumes(2)                                                            
 Total (mmbbls)                                          8.6            9.8 
 Daily average (bbls)                                 95,683        108,108 
                                                                            
Realized SCO selling price ($/bbl)               $     96.11    $     97.07 
                                                                            
West Texas Intermediate ("WTI") (average                                    
 $US/bbl)                                        $     94.36    $    103.03 
                                                                            
SCO premium (discount) to WTI                    $      0.88    $     (5.89)
 (weighted average $/bbl)                                                   
                                                                            
Operating expenses ($/bbl)                       $     41.20    $     32.58 
                                                                            
Capital expenditures ($ millions)                $       268    $       141 
                                                                            
Dividends ($ millions)                           $       170    $       145 
 Per Share ($/Share)                             $      0.35    $      0.30 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Cash flow from operations and cash flow from operations per Share are   
    additional GAAP financial measures and are defined in the "Additional   
    GAAP Financial Measures" section of our "Management's Discussion and    
    Analysis ("MD&A")".                                                     
(2) The Corporation's sales volumes differ from its production volumes due  
    to changes in inventory, which are primarily in-transit pipeline        
    volumes. Sales volumes are net of purchases.                            

 
Syncrude operations 
During the first quarter of 2013, Syncrude produced an average of
260,400 barrels per day (total 23.4 million barrels), down from
294,800 barrels per day (total 26.8 million barrels) during the same
2012 period. Production in the first quarter of 2013 mainly reflects
unplanned outages in extraction and hydrotreating units. 
2013 Outlook revised  
Canadian Oil Sands provides the following key estimates and
assumptions for 2013: 


 
--  We now estimate an annual production range for Syncrude of 100 million
    to 110 million barrels in 2013. The single- point production figure of
    105 million barrels, 38.6 million barrels net to COS, incorporates a
    planned turnaround of Coker 8-1 in the second half of the year. 
--  Sales, net of crude oil purchases and transportation expense, of
    approximately $3.3 billion reflect a production estimate of 38.6 million
    barrels and an $85 per barrel plant-gate realized selling price (based
    on a U.S. $85 per barrel WTI oil price, a foreign exchange rate of $1.00
    U.S./Cdn, and a SCO price equal to Cdn dollar WTI). 
--  We estimate cash flow from operations of $1,097 million, or $2.26 per
    Share. 
--  Capital expenditures are estimated to total $1,298 million, comprised of
    $839 million of spending on major projects, $360 million in regular
    maintenance of the business and other projects, and $99 million in
    capitalized interest. 
--  COS intends to maintain a quarterly dividend of $0.35 per Share in 2013,
    based on the assumptions provided in our Outlook for 2013. 

 
More information on the outlook is provided in our MD&A and the April
30, 2013 guidance document, which is available on our web site at
www.cdnoilsands.com under "Investor Centre". 
The 2013 Outlook contains forward-looking information and users are
cautioned that the actual amounts may vary from the estimates
disclosed. Please refer to the "Forward-Looking Information Advisory"
in the MD&A section of this report for the risks and assumptions
underlying this forward-looking information. 
Annual and Special Meeting 
COS will hold its Annual and Special Meeting of Shareholders today,
April 30, 2013 at 2:30 p.m. (MDT) in the Ballroom of the Metropolitan
Conference Centre, located at 333 Fourth Avenue SW, Calgary, Alberta. 
A live audio webcast of the meeting can be accessed on COS' website
at www.cdnoilsands.com. An archive of the webcast will be available
approximately one hour after the meeting. 
Management's Discussion and Analysis 
The following Management's Discussion and Analysis ("MD&A") was
prepared as of April 30, 2013 and should be read in conjunction with
the unaudited consolidated financial statements and notes thereto of
Canadian Oil Sands Limited (the "Corporation") for the three months
ended March 31, 2013 and March 31, 2012, the audited consolidated
financial statements and MD&A of the Corporation for the year ended
December 31, 2012 and the Corporation's Annual Information Form
("AIF") dated February 21, 2013. Additional information on the
Corporation, including its AIF, is available on SEDAR at
www.sedar.com or on the Corporation's website at www.cdnoilsands.com.
References to "Canadian Oil Sands", COS" or "we" include the
Corporation, its subsidiaries and partnerships. The financial results
of Canadian Oil Sands have been prepared in accordance with Canadian
Generally Accepted Accounting Principles ("GAAP") and are reported in
Canadian dollars, unless stated otherwise. 
Forward Looking Information Advisory 
In the interest of providing the Corporation's shareholders and
potential investors with information regarding the Corporation,
including management's assessment of the Corporation's future
production and cost estimates, plans and operations, certain
statements throughout this MD&A and the related press release contain
"forward-looking information" under applicable securities law.
Forward-looking statements are typically identified by words such as
"anticipate", "expect", "believe", "plan", "intend" or similar words
suggesting future outcomes. 
Forward-looking statements in this MD&A and the related press release
include, but are not limited to, statements with respect to: the
expectations regarding the 2013 annual Syncrude forecasted production
range of 100 million barrels to 110 million barrels and the single-point Syncrude production estimate of 105 million barrels (38.6
million barrels net to the Corporation); the timing of the Coker 8-1
turnaround; the intention to maintain a quarterly dividend of $0.35
per Share in 2013 based on the assumptions in our 2013 Outlook;
future dividends and any increase or decrease from current payment
amounts; the establishment of future dividend levels with the intent
of absorbing short-term market volatility over several quarters; the
level of natural gas consumption in 2013 and beyond; views on North
American natural gas production levels and prices; the expected
sales, operating expenses, development expenses, Crown royalties,
capital expenditures and cash flow from operations for 2013; the
anticipated amount of current taxes in 2013; expectations regarding
current taxes beyond 2013; expectations regarding the Corporation's
cash levels for 2013 and 2014; the expected price for crude oil and
natural gas in 2013; the expected foreign exchange rates in 2013; the
expected realized selling price, which includes the anticipated
differential to West Texas Intermediate ("WTI") to be received in
2013 for the Corporation's product; the expectations regarding net
debt; the anticipated impact of increases or decreases in oil prices,
production, operating expenses, foreign exchange rates and natural
gas prices on the Corporation's cash flow from operations; the
expectation that regular maintenance capital costs will average
approximately $10 per barrel over the next few years; the expected
amount of total major project costs, anticipated target in-service
dates and estimated completion percentages for the Mildred Lake mine
train replacements, the Aurora North mine train relocations, the
composite tails plant at the Aurora North mine and the centrifuge
plant at the Mildred Lake mine; the expectation that the Corporation
will finance the major projects primarily with existing cash balances
and cash flow from operations; the cost estimates for 2013 to 2015
major project spending; the expectation that the volatility in the
Synthetic Crude Oil ("SCO") to WTI differential is likely to persist
for several years until additional pipeline or other delivery
capacity is available to deliver crude oil from Western Canada to
Cushing, Oklahoma, the U.S. Gulf Coast or the Canadian East or West
Coasts; the belief that the issues that impact Syncrude operations
since late 2012 have now been resolved; the expected benefits of
ExxonMobil's Global Reliability System; the timing of the Aurora
North mine train relocations; and the expectation of uninterrupted
bitumen supply during the Aurora North mine train relocation periods. 
You are cautioned not to place undue reliance on forward-looking
statements, as there can be no assurance that the plans, intentions
or expectations upon which they are based will occur. By their
nature, forward-looking statements involve numerous assumptions,
known and unknown risks and uncertainties, both general and specific,
that contribute to the possibility that the predictions, forecasts,
projections and other forward-looking statements will not occur.
Although the Corporation believes that the expectations represented
by such forward- looking statements are reasonable and reflect the
current views of the Corporation with respect to future events, there
can be no assurance that such assumptions and expectations will prove
to be correct. 
The factors or assumptions on which the forward-looking information
is based include, but are not limited to: the assumptions outlined in
the Corporation's guidance document as posted on the Corporation's
website at www.cdnoilsands.com as of April 30, 2013 and as
subsequently amended or replaced from time to time, including without
limitation, the assumptions as to production, operating expenses and
oil prices; the successful and timely implementation of capital
projects; Syncrude's major project spending plans; the ability to
obtain regulatory and Syncrude joint venture owner approval; our
ability to either generate sufficient cash flow from operations to
meet our current and future obligations or obtain external sources of
debt and equity capital; the continuation of assumed tax, royalty and
regulatory regimes and the accuracy of the estimates of our reserves
and resources volumes. 
Some of the risks and other factors which could cause actual results
or events to differ materially from current expectations expressed in
the forward-looking statements contained in this MD&A and the related
press release include, but are not limited to: the impacts of
legislative or regulatory changes especially as such relate to
royalties, taxation, the environment and tailings; the impact of
technology on operations and processes and how new complex technology
may not perform as expected; skilled labour shortages and the
productivity achieved from labour in the Fort McMurray area; the
supply and demand metrics for oil and natural gas; the impact that
pipeline capacity and refinery demand have on prices for our product;
the unanimous joint venture owner approval for major expansions and
changes in product types; the variances of stock market activities
generally; global economic conditions/volatility; normal risks
associated with litigation, general economic, business and market
conditions; the impact of Syncrude being unable to meet the
conditions of its approval for its tailings management plan under
Directive 074; volatility of crude oil prices; volatility of the SCO
to WTI price differential; unsuccessful or untimely implementation of
capital or maintenance projects and such other risks and
uncertainties described in the Corporation's AIF dated February 21,
2013 and in the reports and filings made with securities regulatory
authorities from time to time by the Corporation which are available
on the Corporation's profile on SEDAR at www.sedar.com and on the
Corporation's website at www.cdnoilsands.com. 
You are cautioned that the foregoing list of important factors is not
exhaustive. Furthermore, the forward-looking statements contained in
this MD&A and the related press release are made as of April 30,
2013, and unless required by law, the Corporation does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements contained
in this MD&A and the related press release are expressly qualified by
this cautionary statement. 
Additional GAAP Financial Measures 
In this MD&A and the related press release, we refer to additional
GAAP financial measures that do not have any standardized meaning as
prescribed by Canadian GAAP. Additional GAAP financial measures are
line items, headings or subtotals in addition to those required under
Canadian GAAP, and financial measures disclosed in the notes to the
financial statements which are relevant to an understanding of the
financial statements and are not presented elsewhere in the financial
statements. These measures have been described and presented in order
to provide shareholders and potential investors with additional
measures for analyzing our ability to generate funds to finance our
operations and information regarding our liquidity. Users are
cautioned that additional GAAP financial measures presented by the
Corporation may not be comparable with measures provided by other
entities. 
Additional GAAP financial measures include: cash flow from
operations, cash flow from operations per Share, net debt, total net
capitalization, total capitalization, net debt-to-total net
capitalization and long-term debt-to-total capitalization. 
Cash flow from operations is calculated as cash from operating
activities before changes in non-cash working capital. Cash flow from
operations per Share is calculated as cash flow from operations
divided by the weighted-average number of Shares outstanding in the
period. We believe cash flow from operations and cash flow from
operations per Share, which are not impacted by fluctuations in
non-cash working capital balances, are more indicative of operational
performance than cash from operating activities. With the exception
of current tax payable and liabilities for Crown royalties, our
non-cash working capital is liquid and typically settles within 30
days. 
Cash flow from operations is reconciled to cash from operating
activities as follows: 


 
                                                       Three Months Ended   
                                                            March 31        
($ millions)                                             2013           2012
----------------------------------------------------------------------------
Cash flow from operations(1)                      $       275    $       454
Change in non-cash working capital(1)                      53            112
----------------------------------------------------------------------------
Cash from operating activities(1)                 $       328    $       566
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) As reported in the Consolidated Statements of Cash Flows.               

 
Net debt, total net capitalization, total capitalization, net
debt-to-total net capitalization and long-term debt-to-total
capitalization are used by the Corporation to manage capital, as
discussed in the "Liquidity and Capital Resources" section of this
MD&A and in Note 12 to the unaudited consolidated financial
statements for the three months ended March 31, 2013. 
Overview 
Synthetic Crude Oil ("SCO") production from the Syncrude Joint
Venture ("Syncrude") was lower than expected in the first quarter of
2013, reflecting unplanned outages in extraction and hydrotreating
units. Syncrude production volumes totalled 23.4 million barrels, or
260,400 barrels per day, compared with 28.0 million barrels, or
311,100 barrels per day in our February 21, 2013 Outlook (included in
the 2012 annual MD&A). 
Despite lower-than-expected production volumes, cash flow from
operations totalled $275 million in the 2013 first quarter, driven
largely by a $94 per barrel West Texas Intermediate ("WTI") oil price
and an $0.88 per barrel SCO premium relative to WTI. COS realized a
$96 per barrel average selling price, 20 per cent higher than the $80
per barrel forecast in our February 21, 2013 Outlook. Operating
expenses averaged $41.20 per barrel, reflecting the unplanned
outages. Syncrude's major capital projects progressed as planned with
$268 million of capital spending (net to COS) in the quarter. 
Given the first quarter results, we have updated our 2013 Outlook to
reflect a higher $85 per barrel realized selling price, and a lower
105 million barrel (gross to Syncrude) production estimate. Our
revised 2013 Outlook estimates $1.1 billion of 2013 cash flow from
operations, which, combined with our $1.5 billion of cash at March
31, 2013, allows us to fund our $1.3 billion of capital expenditures
and maintain the $0.35 per Share quarterly dividend in 2013. 


 
Highlights                                                                  
                                                      Three Months Ended    
                                                           March 31         
                                                        2013           2012 
----------------------------------------------------------------------------
Cash flow from operations(1) ($ millions)        $       275    $       454 
 Per Share(1) ($/Share)                          $      0.57    $      0.94 
                                                                            
Net income ($ millions)                          $       177    $       318 
 Per Share, Basic and Diluted ($/Share)          $      0.37    $      0.66 
                                                                            
Sales volumes(2)                                                            
 Total (mmbbls)                                          8.6            9.8 
 Daily average (bbls)                                 95,683        108,108 
                                                                            
Realized SCO selling price ($/bbl)               $     96.11    $     97.07 
                                                                            
West Texas Intermediate ("WTI") (average                                    
 $US/bbl)                                        $     94.36    $    103.03 
                                                                            
SCO premium (discount) to WTI                    $      0.88    $     (5.89)
 (weighted average $/bbl)                                                   
                                                                            
Operating expenses ($/bbl)                       $     41.20    $     32.58 
                                                                            
Capital expenditures ($ millions)                $       268    $       141 
                                                                            
Dividends ($ millions)                           $       170    $       145 
 Per Share ($/Share)                             $      0.35    $      0.30 
----------------------------------------------------------------------------
(1) Cash flow from operations and cash flow from operations per Share are   
    additional GAAP financial measures and are defined in the "Additional   
    GAAP Financial Measures" section of this MD&A.                          
(2) The Corporation's sales volumes differ from its production volumes due  
    to changes in inventory, which are primarily in-transit pipeline        
    volumes. Sales volumes are net of purchases.                            

 
Review of Financial Results 
Cash Flow from Operations 
To see the Cash Flow from Operations graphic, please select the
following link: http://media3.marketwire.com/docs/424cos1.jpg. 
Cash flow from operations decreased to $275 million, or $0.57 per
Share, in the first quarter of 2013 from $454 million, or $0.94 per
Share, in the first quarter of 2012, primarily reflecting lower sales
volumes and higher current taxes, partially offset by lower Crown
royalties. 
SCO production in the 2013 first quarter totalled 23.4 million
barrels, or 260,400 barrels per day, a 13 per cent decrease from
first quarter 2012 production of 26.8 million barrels, or 294,800
barrels per day. Production volumes in the first quarter of 2013
reflect unplanned outages in extraction and hydrotreating units,
while 2012 first quarter production volumes reflect maintenance on
Coker 8-1. Net to the Corporation, sales volumes decreased to 8.6
million barrels, or 95,700 barrels per day, in the 2013 first quarter
from 9.8 million barrels, or 108,100 barrels per day, in the 2012
first quarter. 
The first quarter 2013 realized selling price averaged $96 per barrel
compared with $97 per barrel in the 2012 first quarter, reflecting a
lower WTI oil price largely offset by an improvement in the SCO
differential to WTI. 
Current taxes increased in the first quarter of 2013 primarily
because tax pools and the deferral of partnership income sheltered
2012 income from current taxes. 
Crown royalties decreased in the first quarter of 2013, reflecting
increases in deductible capital expenditures and lower bitumen
volumes and prices. 
Net Income 
Net income decreased to $177 million, or $0.37 per Share, in the
first quarter of 2013 from $318 million, or $0.66 per Share, in the
first quarter of 2012, primarily reflecting lower sales volumes,
partially offset by lower Crown royalties and lower taxes. The
Corporation also realized a foreign exchange loss, primarily as a
result of revaluations of its U.S. dollar- denominated debt, as
opposed to a gain in the first quarter of 2012. 
The following table shows the components of net income per barrel of
SCO:    


 
                                                                            
                                                Three Months Ended          
                                                     March 31               
($ per barrel)(1)                          2013          2012        Change 
----------------------------------------------------------------------------
Sales net of crude oil purchases                                            
 and transportation expense           $   96.16     $   97.29     $   (1.13)
Operating expense                        (41.20)       (32.58)        (8.62)
Crown royalties                           (2.69)        (9.71)         7.02 
----------------------------------------------------------------------------
                                      $   52.27     $   55.00     $   (2.73)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Development expense(2)                $   (2.97)    $   (2.53)    $   (0.44)
Administration and insurance                                                
 expenses                                 (1.78)        (0.82)        (0.96)
Depreciation and depletion expense       (14.19)        (9.65)        (4.54)
Net finance expense                       (1.58)        (1.19)        (0.39)
Foreign exchange gain (loss)              (3.21)         1.65         (4.86)
Tax expense                               (7.95)       (10.13)         2.18 
----------------------------------------------------------------------------
                                      $  (31.68)    $  (22.67)    $   (9.01)
----------------------------------------------------------------------------
Net income per barrel                 $   20.59     $   32.33     $  (11.74)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Sales volumes (mmbbls)(3)                   8.6           9.8          (1.2)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 

 
(1) Unless otherwise specified, the per barrel measures in this MD&A have   
    been derived by dividing the relevant item by sales volumes in the      
    period.                                                                 
(2) Previously referred to as non-production expenses.                      
(3) Sales volumes, net of purchased crude oil volumes.                      

 
Sales Net of Crude Oil Purchases and Transportation Expense     


 
                                                                            
                                                  Three Months Ended        
                                                       March 31             
($ millions, except where otherwise                                         
 noted)                                     2013       2012(4)       Change 
----------------------------------------------------------------------------
Sales(1)                                 $    961     $  1,074     $   (113)
Crude oil purchases                          (124)        (107)         (17)
Transportation expense                         (9)         (11)           2 
----------------------------------------------------------------------------
                                         $    828     $    956     $   (128)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Sales volumes(2)                                                            
 Total (mmbbls)                               8.6          9.8         (1.2)
 Daily average (bbls)                      95,683      108,108      (12,425)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Realized SCO selling pr
ice(3)            $  96.11     $  97.07     $  (0.96)
 (average $Cdn/bbl)                                                         
West Texas Intermediate ("WTI")          $  94.36     $ 103.03     $  (8.67)
 (average $US/bbl)                                                          
SCO premium (discount) to WTI            $   0.88     $  (5.89)    $   6.77 
 (weighted average $Cdn/bbl)                                                
Average foreign exchange rate            $   0.99     $   1.00     $  (0.01)
 ($US/$Cdn)                                                                 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Sales include sales of purchased crude oil and sulphur.                 
(2) Sales volumes, net of purchased crude oil volumes.                      
(3) SCO sales net of crude oil purchases and transportation expense divided 
    by sales volumes, net of purchased crude oil volumes.                   
(4) During the fourth quarter of 2012, the Corporation completed a review of
    the presentation of crude oil purchase and sales transactions and       
    determined that certain transactions previously reported on a gross     
    basis (sales presented gross of crude oil purchases and transportation  
    expense) are more appropriately reflected on a net basis (crude oil     
    purchases and/or transportation expense are netted against sales). Prior
    period comparative amounts have been reclassified for comparability with
    the current period presentation. The impact is as follows:              
                                                         Three months ended 
                                                             March 31, 2012 
($ millions)                                             Increase (decrease)
----------------------------------------------------------------------------
Sales                                                      $            (63)
Crude oil purchases                                                     (64)
Transportation expense                                                    1 
----------------------------------------------------------------------------
Sales net of crude oil purchases and transportation                         
 expense                                                   $              - 
----------------------------------------------------------------------------

 
The $128 million, or 13 per cent, decrease in first quarter 2013
sales, net of crude oil purchases and transportation expense,
primarily reflects lower sales volumes relative to the 2012 first
quarter. 
First quarter 2013 sales volumes were impacted by unplanned outages
in extraction and hydrotreating units, and averaged 95,700 barrels
per day, down from 108,100 barrels per day in the 2012 first quarter. 
The first quarter 2013 realized selling price decreased $0.96 per
barrel, reflecting a U.S. $8.67 per barrel decrease in WTI oil prices
largely offset by a $6.77 per barrel improvement in the
weighted-average SCO differential to WTI and a slightly weaker
Canadian dollar. 
Both WTI and the SCO differential to WTI reflect supply/demand
fundamentals for inland North American light crude oil. Increasing
North American production of light crude oil, and refinery
modifications that enable processing of heavier crude oils, can push
light crude sales, including SCO, to more distant refineries, thereby
increasing transportation costs and exposing COS' product to
supply/demand factors in different markets. A number of pipelines in
both Canada and the United States are at, or near, capacity and any
pipeline apportionments can exacerbate this situation by restricting
the ability of SCO and other crude oils to reach preferred markets.
However, strong demand from customers and increases in rail shipments
of inland crude to coastal refineries can offset these forces. These
supply and demand dynamics create price volatility that is likely to
persist for several years until additional pipeline or other delivery
capacity is available to deliver crude oil from Western Canada to
Cushing, Oklahoma, the U.S. Gulf Coast, or the Canadian East or West
Coasts. 
Certain of these same fundamentals are also impacting the prices of
Canadian heavy oil, such as Western Canadian Select ("WCS"), which is
the heavy oil reference price used as a starting point to calculate
Syncrude Crown royalties. WCS is priced at a discount to WTI, and
this discount increased in the first quarter of 2013 relative to the
comparative 2012 quarter, contributing to lower Crown royalties. 
The Corporation purchases crude oil from third parties to fulfill
sales commitments with customers when there are shortfalls in
Syncrude's production and to facilitate certain transportation
arrangements. Sales include the sale of purchased crude oil while the
cost of these purchases is included in crude oil purchases and
transportation expense. Crude oil purchases were higher in the 2013
first quarter relative to the 2012 first quarter, reflecting
additional purchased volumes to support unanticipated production
shortfalls and to facilitate certain transportation arrangements. 
Operating Expenses  
The following table breaks down operating expenses into their major
components: 


 
                                          Three Months Ended March 31       
                                           2013                  2012       
                                  $millions  $ per bbl  $millions  $ per bbl
----------------------------------------------------------------------------
Production and maintenance (1)    $     282  $   32.70  $     255  $   25.94
Natural gas and diesel purchases                                            
 (2)                                     44       5.12         36       3.69
Pension and incentive                                                       
 compensation                            21       2.50         19       1.93
Other(3)                                  8       0.88         10       1.02
----------------------------------------------------------------------------
Total operating expenses          $     355  $   41.20  $     320  $   32.58
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes non-major turnaround costs. Major turnaround costs are         
    capitalized as property, plant and equipment.                           
(2) Includes costs to purchase natural gas used to produce energy and       
    hydrogen and diesel consumed as fuel.                                   
(3) Includes fees for management services provided by Imperial Oil          
    Resources, insurance premiums, and greenhouse gas emissions levies.     

 
The increase in total operating expenses in the first quarter of 2013
reflects: 


 
--  higher production and maintenance costs, primarily due to unplanned
    outages in extraction units; and 
--  higher natural gas purchases due to higher prices. 

 
The increase in per-barrel operating expenses in the first quarter of
2013 also reflects lower sales volumes. 
The following table shows operating expenses per barrel of bitumen
and SCO. The information allocates costs to bitumen production and
upgrading on the basis used to determine Crown royalties. 


 
                                               Three Months Ended           
                                                    March 31                
                                            2013               2012(3)      
----------------------------------------------------------------------------
($ per barrel)                       Bitumen       SCO    Bitumen       SCO 
----------------------------------------------------------------------------
Bitumen production                  $  25.02  $  30.64   $  19.95  $  24.17 
Internal fuel
 allocation(1)             2.65      3.25       2.14      2.59 
----------------------------------------------------------------------------
Total bitumen production expenses   $  27.67  $  33.89   $  22.09  $  26.76 
----------------------------------------------------------------------------
Upgrading(2)                                  $  10.56             $   8.41 
Less: internal fuel allocation(1)                (3.25)               (2.59)
----------------------------------------------------------------------------
Total upgrading expenses                      $   7.31             $   5.82 
----------------------------------------------------------------------------
Total operating expenses                      $  41.20             $  32.58 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(thousands of barrels per day)                                              
----------------------------------------------------------------------------
Syncrude production volumes              319       260        357       295 
Canadian Oil Sands sales volumes                    96                  108 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Reflects energy generated by the upgrader that is used in the bitumen   
    production process and is valued by reference to natural gas and diesel 
    prices. Natural gas prices averaged $2.95 per GJ and $2.23 per GJ in the
    three months ended March 31, 2013 and March 31, 2012, respectively.     
    Diesel prices averaged $0.90 per litre and $0.93 per litre in the three 
    months ended March 31, 2013 and March 31, 2012, respectively.           
(2) Upgrading expenses include the production and maintenance expenses      
    associated with processing and upgrading bitumen to SCO.                
(3) Certain comparative period am
ounts have been restated to conform to the 
    current period presentation.                                            

 
Crown Royalties 
Crown royalties decreased to $23 million, or $2.69 per barrel, in the
first quarter of 2013, from $96 million, or $9.71 per barrel, in the
first quarter of 2012 due primarily to increases in deductible
capital expenditures and lower bitumen volumes and prices in the 2013
first quarter. The higher capital expenditures reflect spending on
capital projects to replace or relocate Syncrude mine trains and to
support tailings management plans. 
The Syncrude Royalty Amending Agreement requires that bitumen be
valued by a formula that references the value of bitumen based on a
Canadian heavy oil reference price adjusted to reflect quality and
location differences between Syncrude's bitumen and the Canadian
reference price bitumen. In addition, the agreement provides that a
minimum bitumen value, or "floor price", may be imposed in
circumstances where Canadian heavy oil prices are temporarily
suppressed relative to North American heavy oil prices. 
Canadian Oil Sands' share of the royalties recognized for the period
from January 1, 2009 to March 31, 2013 reflect management's best
estimate of both reasonable quality and transportation deductions and
adjustments to reflect the "floor price". However, the Syncrude
owners and the Alberta government are disputing the bas
is for the
quality, transportation and "floor price" adjustments. Under
alternate assumptions, Canadian Oil Sands' share of Crown royalties
for this period could be as much as $60 million (on an after-tax
basis) more than the amounts recognized. 
The Syncrude owners and the Alberta government continue to discuss
these matters, but if such discussions do not result in an agreed
upon solution, either party may seek judicial determination of the
matter. The cumulative impact, if any, of such discussions or
judicial determination, as applicable, would be recognized and impact
both net income and cash flow from operations accordingly. 
Development Expenses 
Development expenses, previously referred to as non-production
expenses, totalled $26 million and $24 million in the first quarters
of 2013 and 2012, respectively. Development expenses consist
primarily of expenditures relating to capital programs, which are
expensed, such as pre-feasibility engineering, technical and support
services, research, evaluation drilling and regulatory and
stakeholder consultation expenditures. Development expenses can vary
from period to period depending on the number of projects underway
and the development stage of the projects. 
Depreciation and Depletion Expense 
Depreciation and depletion expense increased to $122 million in the
first quarter of 2013 from $95 million in the comparative 2012
quarter, reflecting: 


 
--  changes made to the estimated useful lives of certain assets; and 
--  new depreciation charges for assets related to the Syncrude Emissions
    Reduction (SER) project, which was determined to be substantially
    complete and available for use in the fourth quarter of 2012. 

 
Net Finance Expense              


 
                                                        Three Months Ended  
                                                             March 31       
($ millions)                                                2013       2012 
----------------------------------------------------------------------------
Interest costs on long-term debt(1)                       $   26     $   21 
 Less capitalized interest on long-term debt                 (23)       (20)
----------------------------------------------------------------------------
Interest expense on long-term debt                        $    3     $    1 
Interest expense on employee future benefits                   4          5 
Accretion of asset retirement obligation                       6          6 
----------------------------------------------------------------------------
Net finance expense                                       $   13     $   12 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Interest costs on long-term debt are net of interest income of $5       
    million and $2 million for the three months ended March 31, 2013 and    
    March 31, 2012, respectively.                                           

 
Interest costs on long-term debt were higher in the first quarter of
2013 as a result of the U.S. $700 million debt issued on March 29,
2012; however, interest expense was similar because substantially all
interest costs were capitalized in both quarters. 
Foreign Exchange (Gain) Loss              


 
                                                        Three Months Ended  
                                                             March 31       
($ millions)                                                2013       2012 
----------------------------------------------------------------------------
Foreign exchange (gain) loss - long-term debt             $   37     $  (20)
Foreign exchange (gain) loss - other                          (9)         4 
----------------------------------------------------------------------------
Total foreign exchange (gain) loss                        $   28     $  (16)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Foreign exchange gains/losses are primarily the result of
revaluations of our U.S. dollar-denominated long-term debt caused by
fluctuations in U.S./Cdn dollar exchange rates. 
The foreign exchange loss on long-term debt in the first quarter of
2013 was the result of a weakening Canadian dollar to U.S. $0.98 at
March 31, 2013 from U.S. $1.01 at December 31, 2012. Conversely, the
foreign exchange gain in the first quarter of 2012 was the result of
a strengthening Canadian dollar to U.S. $1.00 at March 31, 2012 from
U.S. $0.98 at December 31, 2011. 
The quarter-over-quarter change in foreign exchange also reflects
higher outstanding debt levels in the first quarter of 2013, as a
result of the U.S. $700 million debt issued on March 29, 2012. 
Tax Expense              


 
                                                         Three Months Ended 
                                                              March 31      
($ millions)                                                 2013       2012
----------------------------------------------------------------------------
Current tax expense                                        $   90     $    -
Deferred tax expense (recovery)                               (22)        99
----------------------------------------------------------------------------
Total tax expense                                          $   68     $   99
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
The quarter-over-quarter decrease in total tax expense from 2012 to
2013 reflects lower earnings before tax in the 2013 quarter. 
Current taxes increased in 2013 primarily because: 


 
--  tax pools sheltered 2012 income from significant current taxes; and 
--  taxes on income generated in the Corporation's partnership in 2012 were
    deferred to 2013. 

 
Asset Retirement Obligation        


 
                                                                   March 31 
Three months ended ($ millions)                                        2013 
----------------------------------------------------------------------------
                                                                            
Asset retirement obligation, beginning of period                  $   1,102 
Increase in risk-free interest rate                                     (62)
Accretion expense                                                         6 
Reclamation spending                                                    (33)
----------------------------------------------------------------------------
Asset retirement obligation, end of period                        $   1,013 
Less current portion                                                    (44)
----------------------------------------------------------------------------
Non-current portion                                               $     969 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Canadian Oil Sands decreased its estimated asset retirement
obligation from $1,102 million at December 31, 2012 to $1,013 million
at March 31, 2013, reflecting a 25 basis point increase in the
interest rate used to discount future reclamation and closure
expenditures, and reclamation spending during the quarter. 
Pension and Other Post-Employment Benefit Plans 
The Corporation's share of the estimated unfunded portion of Syncrude
Canada Ltd.'s ("Syncrude Canada") pension and other post-employment
benefit plans decreased to $408 million at March 31, 2013 from $438
million at December 31, 2012, reflecting contributions to the plans
in excess of the current period costs and strong returns on the plan
assets during the 2013 first quarter. 
Summary of Quarterly Results 


 
                           2013                     2012(6)                 
                              Q1        Q4        Q3         Q2          Q1 
----------------------------------------------------------------------------
Sales(1)($ millions)    $    828  $    929  $    941   $    740   $     956 
                                                                            
Net income ($                                                               
 millions)              $    177  $    219  $    335   $     98   $     318 
 Per Share, Basic &                   
                                      
  Diluted               $   0.37  $   0.45  $   0.69   $   0.20   $    0.66 
                                                                            
Cash flow from                                                              
 operations(2)($        $         $         $          $          $         
 millions)                   275       418       470        245         454 
 Per Share(2)           $   0.57  $   0.86  $   0.97   $   0.51   $    0.94 
                                                                            
Dividends ($ millions)  $    170  $    169  $    170   $    170   $     145 
 Per Share              $   0.35  $   0.35  $   0.35   $   0.35   $    0.30 
                                                                            
Daily average sales                                                         
 volumes(3)(bbls)         95,683   111,669   113,331     89,597     108,108 
                                                                            
Realized SCO selling                                                        
 price ($/bbl)          $  96.11  $  89.99  $  89.89   $  90.45   $   97.07 
                                                                            
WTI(4)(average                                                              
 $US/bbl)               $  94.36  $  88.23  $  92.20   $  93.35   $  103.03 
                                                                            
SCO premium (discount)                                                      
 to WTI ($/bbl)         $   0.88  $   2.43  $  (2.09)  $  (5.45)  $   (5.89)
                                                                            
Operating                                                                   
 expenses(5)($/bbl)     $  41.20  $  38.56  $  36.07   $  50.62   $   32.58 
                                                                            
Purchased natural gas                                                       
 price ($/GJ)           $   2.95  $   3.02  $   2.00   $   1.79   $    2.23 
                                                                            
Foreign exchange rates                                                      
 ($US/$Cdn)                                                                 
 Average                $   0.99  $   1.01  $   1.00   $   0.99   $    1.00 
 Quarter-end            $   0.98  $   1.01  $   1.02   $   0.98   $    1.00 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                                           2011(6)          
                                                      Q4        Q3        Q2
----------------------------------------------------------------------------
Sales(1)($ millions)                            $    884  $    989  $  1,045
                                                                            
Net income ($                                                               
 millions)                                      $    232  $    242  $    346
 Per Share, Basic &                                                         
  Diluted                                       $   0.48  $   0.50  $   0.71
                                                                            
Cash flow from                                                              
 operations(2)($                                $         $         $       
 millions)                                           363       512       544
 Per Share(2)                                   $   0.75  $   1.06  $   1.12
                                                                            
Dividends ($ millions)                          $    146  $    145  $    145
 Per Share                                      $   0.30  $   0.30  $   0.30
                                                                            
Daily average sales                                                         
 volumes(3)(bbls)                                 91,259   109,260   102,938
                                                                            
Realized SCO selling                                                        
 price ($/bbl)                                  $ 104.78  $  97.89  $ 111.00
                                                                            
WTI(4)(average                                                              
 $US/bbl)                                       $  94.06  $  89.54  $ 102.34
                                                                            
SCO premium (discount)                                                      
 to WTI ($/bbl)                                 $   8.51  $   9.77  $  11.72
                                                                            
Operating                                                                   
 expenses(5)($/bbl)                             $  46.88  $  37.19  $  37.07
                                                                            
Purchased natural gas                                                       
 price ($/GJ)                                   $   3.19  $   3.51  $   3.62
                                                                            
Foreign exchange rates                                                      
 ($US/$Cdn)                                                                 
 Average                                        $   0.98  $   1.02  $   1.03
 Quarter-end                                    $   0.98  $   0.96  $   1.04
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Sales after crude oil purchases and transportation expense.             
(2) Cash flow from operations and cash flow from operations per Share are   
    additional GAAP financial measures and are defined in the "Additional   
    GAAP Financial Measures" section of this MD&A.                          
(3) Daily average sales volumes net of crude oil purchases.                 
(4) Pricing obtained from Bloomberg.                                        
(5) Derived from operating expenses, as reported on the Consolidated        
    Statements of Income and Comprehensive Income, divided by sales volumes 
    during the period.                                                      
(6) Net income and operating expenses in 2012 have been adjusted to reflect 
    the amendments to International Accounting Standard ("IAS") 19, Employee
    Benefits. Net income and operating expenses in 2011 have not been       
    adjusted. Additional information on the amendments to IAS 19 is provided
    in the "Changes in Accounting Policies" section of this MD&A.           

 
During the last eight quarters, the following items have had a
significant impact on the Corporation's financial results: 


 
--  fluctuations in realized selling prices have affected the Corporation's
    sales and Crown royalties. Monthly average WTI prices have ranged from
    U.S. $82 per barrel to U.S. $110 per barrel, and the monthly average
    differentials between our realized selling price and Canadian dollar WTI
    prices have ranged from a $14 per barrel premium to a $17 per barrel
    discount; 
--  U.S. to Canadian dollar exchange rate fluctuations have resulted in
    foreign exchange gains and losses on the revaluation of U.S. dollar-
    denominated debt and have impacted realized selling prices; 
--  planned and unplanned maintenance activities have reduced quarterly
    production volumes and revenues and increased operating expenses; 
--  fluctuations in natural gas prices have affected the Corporation's
    operating expenses and Crown royalties; 
--  increased spending on capital projects to replace or relocate Syncrude
    mining trains and to support tailings management plans has reduced Crown
    royalties; and 
--  increases in current taxes in 2013 have reduced cash flow from
    operations. Prior to 2013, tax pools sheltered the Corporation's income
    from significant current taxes. In addition, taxes on income generated
    in the Corporation's partnership in 2012 were deferred to 2013. 

 
Quarterly variances in net income and cash flow from operations are
caused mainly by fluctuations in realized selling prices, production
and sales volumes, operating expenses, natural gas prices, and
current tax expense. Net income is also impacted by foreign exchange
gains and losses, depreciation and depletion, and deferred tax
expense. The dividends paid to Shareholders are likewise dependent on
the factors impacting cash flow from operations as well as the amount
and timing of capital expenditures. 
While the supply/demand balance for crude oil affects selling prices,
the impact of this relationship has not displayed significant
seasonality. Natu
ral gas prices are typically higher in winter months
as heating demand rises, but this seasonality is influenced by
weather conditions and North American natural gas inventory levels.
Technological developments in North American natural gas production
have significantly increased production levels and impacted natural
gas prices. These conditions may persist for the next several years. 
Syncrude production levels may not display seasonal patterns or
trends. While maintenance and turnaround activities are typically
scheduled to avoid the winter months, the exact timing of unit
outages cannot always be precisely scheduled and unplanned outages
may occur. The costs of major turnarounds are capitalized as
property, plant and equipment and depreciated over the period until
the next scheduled turnaround. The costs of all other turnarounds and
maintenance activities are expensed in the period incurred, which can
result in volatility in quarterly operating expenses. All turnarounds
and maintenance activities impact per barrel operating expenses
because sales volumes are lower in the periods when this work is
occurring. 
Capital Expenditures 


 
                                                               Three Months 
                                                                  Ended     
                                                                 March 31   
($ millions)                                                  2013      2012
----------------------------------------------------------------------------
                                                                            
Major Projects                                                              
                                                                            
 Mildred Lake Mine Train Replacement                        $  113    $   43
 Reconstruct crushers, surge facilities, and slurry prep                    
  facilities to support tailings storage requirements                       
                                                                            
 Aurora North Mine Train Relocation                             31         8
 Relocate crushers, surge facilities, and slurry prep                       
  facilities to support tailings storage requirements                       
                                                                            
 Aurora North Tailings Management                               13        19
 Construct a composite tails (CT) plant at the Aurora                       
  North mine to process tailings                                            
                                                                            
 Centrifuge Tailings Management                                 37         7
 Construct a centrifuge plant at the Mildred Lake mine                      
  to process tailings                                                       
                                                                            
 Syncrude Emissions Reduction (SER)                              2         7
 Retrofit technology into Syncrude's original two cokers                    
  to reduce total sulphur dioxide and other emissions                       
----------------------------------------------------------------------------
                                                                            
Capital expenditures on major projects                      $  196    $   84
----------------------------------------------------------------------------
                                                                            
Regular maintenance                                                         
 Capitalized turnaround costs                               $    2    $    7
 Other(1)                                                       47        30
----------------------------------------------------------------------------
Capital expenditures on regular maintenance                 $   49    $   37
----------------------------------------------------------------------------
                                                                            
Capitalized interest                                        $   23    $   20
----------------------------------------------------------------------------
Total capital expenditures                                  $  268    $  141
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Other regular maintenance capital includes expenditures on relocation of
    tailings facilities and other infrastructure projects.                  

 
Capital expenditures increased to $268 million in the first quarter
of 2013 from $141 million in the first quarter of 2012, reflecting
spending on the major capital projects at Syncrude. More information
on the major capital projects is provided in the "Outlook" section of
this MD&A. 
The increase in regular maintenance capital expenditures in 2013
reflects increased spending on projects to relocate tailings
facilities. The increase in capitalized interest costs reflects
higher cumulative capital expenditures on qualifying assets. 
Contractual Obligations and Commitments 
Canadian Oil Sands' contractual obligations and commitments are
summarized in the 2012 annual MD&A and include future cash payments
that the Corporation is required to make under existing contractual
arrangements entered into directly or as a 36.74 per cent owner in
Syncrude. There are no significant new contractual obligations or
commitments from the 2012 annual disclosure. 
Dividends 
On April 30, 2013, the Corporation declared a quarterly dividend of
$0.35 per Share for a total dividend of approximately $170 million.
The dividend will be paid on May 31, 2013 to shareholders of record
on May 24, 2013. During the first quarter of 2013, the Corporation
paid dividends to shareholders totalling $170 million, or $0.35 per
Share. 
Dividend payments are set quarterly by the Board of Directors in the
context of current and expected crude oil prices, economic
conditions, Syncrude's operating performance, and the Corporation's
capacity to finance operating and investing obligations. Dividend
levels are established with the intent of absorbing short-term market
volatility over several quarters. Dividend levels also recognize our
intention to fund the current major projects primarily with cash flow
from operations and existing cash balances, while maintaining a
strong balance sheet to reduce exposure to potential oil price
declines, capital cost increases or major operational upsets. 
Liquidity and Capital Resources 


 
                                                   March 31     December 31 
As at ($ millions, except % amounts)                   2013            2012 
----------------------------------------------------------------------------
Long-term debt(1,2)                           $       1,832   $       1,794 
Cash and cash equivalents                            (1,471)         (1,553)
----------------------------------------------------------------------------
Net debt(1,3)                                 $         361   $         241 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shareholders' equity                          $       4,537   $       4,515 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total net capitalization(1,4)                 $       4,898   $       4,756 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total capitalization(1,5)                     $       6,369   $       6,309 
----------------------------------------------------------------------------
--------------------------------
--------------------------------------------
Net debt-to-total net capitalization(1,6)(%)              7               5 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Long-term debt-to-total                                                     
 capitalization(1,7)(%)                                  29              28 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Additional GAAP financial measure.                                      
(2) Includes current and non-current portions of long-term debt.            
(3) Long-term debt less cash and cash equivalents.                          
(4) Net debt plus Shareholders' equity.                                     
(5) Long-term debt plus Shareholders' equity.                               
(6) Net debt divided by total net capitalization.                           
(7) Long-term debt divided by total capitalization.                         

 
Net debt, comprised of current and non-current portions of long-term
debt less cash and cash equivalents, increased to $361 million at
March 31, 2013 from $241 million at December 31, 2012, as existing
cash balances were used to fund capital expenditures and dividend
payments in excess of cash flow from operations. As a result, net
debt-to-total net capitalization increased to seven per cent at March
31, 2013 from five per cent at December 31, 2012. 
Shareholders' equity increased to $4,537 million at March 31, 2013
from $4,515 million at December 31, 2012, as net income exceeded
dividends in the first quarter of 2013. 
Canadian Oil Sands has a $1,500 million operating credit facility
which expires on June 1, 2016 and a $40 million extendible revolving
term credit facility which expires on June 30, 2014. No amounts were
drawn against these facilities at March 31, 2013 or December 31,
2012. 
The U.S. $300 million of Senior Notes, which mature in August 2013,
were refinanced with a U.S. $700 million Senior Notes issuance on
March 29, 2012. 
The Senior Notes indentures and credit facility agreements contain
certain covenants that restrict Canadian Oil Sands' ability to sell
all or substantially all of its assets or change the nature of its
business, and limit long-term debt-to-total capitalization to 55 per
cent. Canadian Oil Sands is in compliance with its debt covenants,
and with a long-term debt-to-total capitalization of 29 per cent at
March 31, 2013, a significant increase in debt or decrease in equity
would be required to negatively impact the Corporation's financial
flexibility. 
We expect cash levels to decrease over the next two years as we fund
the major capital projects and repay our August, 2013 debt maturity.
As a result, and based on the assumptions in our 2013 Outlook, our
net debt levels are expected to rise to $1 billion to $2 billion by
the end of 2014, coincident with reduced capital expenditure risk
from the substantial completion of our major capital projects. 
Shareholders' Capital and Trading Activity 
The Corporation's shares trade on the Toronto Stock Exchange under
the symbol COS. On March 31, 2013, the Corporation had a market
capitalization of approximately $10.1 billion with 484.6 million
shares outstanding and a closing price of $20.94 per Share. The
following table summarizes the trading activity for the first quarter
of 2013. 


 
Canadian Oil Sands Limited - Trading Activity                               
                                                                            
                                      First                                 
                                    Quarter    January   February      March
                                       2013       2013       2013       2013
----------------------------------------------------------------------------
                                                                            
Share price                                                                 
 High                             $   21.93  $   21.93  $   21.93  $   21.76
 Low                              $   19.95  $   19.95  $   20.27  $   20.60
 Close                            $   20.94  $   20.99  $   21.11  $   20.94
                                                                            
Volume of Shares traded                                                     
 (millions)                            88.7       23.0       25.5       40.2
Weighted average Shares                                                     
 outstanding (millions)               484.6      484.6      484.6      484.6
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Changes in Accounting Policies 
In June 2011, the International Accounting Standards Board ("IASB")
amended International Accounting Standard ("IAS") 19, Employee
Benefits, addressing the recognition and measurement of defined
benefit pension expense and termination benefits and disclosures for
all employee benefits. The key amendments are as follows: 


 
--  Actuarial gains and losses, which are now referred to as re-
    measurements, are recognized immediately in "other comprehensive income"
    ("OCI"), eliminating the choice between immediate recognition through
    net income or OCI, or deferral using the corridor approach. This change
    does not impact Canadian Oil Sands as the Corporation previously
    recognized actuarial gains and losses immediately through OCI. 
--  The expected rate of return on plan assets is no longer calculated.
    Instead, the estimated rate of return on plan assets is now the same
    rate used to accrete the discounted accrued benefit obligation. The
    interest cost component of the pension expense, which previously
    represented accretion of the discounted accrued benefit obligation, now
    represents accretion of the net accrued benefit liability (the accrued
    benefit obligation net of the fair value of plan assets). 
--  The interest cost component of pension expense, which was previously
    presented within operating expenses, is now presented within net finance
    expense. 

 
Canadian Oil Sands has applied the amendments effective January 1,
2013 in accordance with the applicable transitional provisions.
Certain amounts reported in the Corporation's Consolidated Statements
of Income and Comprehensive Income have been adjusted as follows: 


 
                                   Three Months Ended March 31, 2013     
                                      Before                        After
($ millions)                     Adjustments   Adjustments    Adjustments
-------------------------------------------------------------------------
Operating expenses              $        355  $          -   $        355
Net finance expense             $          9  $          4   $         13
Tax expense                     $         69  $         (1)  $         68
Net income                      $        180  $         (3)  $        177
Re-measurements of employee                                              
 future benefit plans           $         11  $          3   $         14
                              -------------------------------------------
Earnings per Share              $       0.37  $          -   $       0.37
-------------------------------------------------------------------------
-------------------------------------------------------------------------
 
                                   Three Months Ended March 31, 2012     
                                      Before                        After
($ millions)                     Adjustments   Adjustments    Adjustments
-------------------------------------------------------------------------
Operating expenses              $        321  $         (1)  $   
     320
Net finance expense             $          7  $          5   $         12
Tax expense                     $        100  $         (1)  $         99
Net income                      $        321  $         (3)  $        318
Re-measurements of employee                                              
 future benefit plans           $          -  $          3   $          3
                              -------------------------------------------
Earnings per Share              $       0.66  $          -   $       0.66
-------------------------------------------------------------------------
-------------------------------------------------------------------------

 
2013 Outlook 


 
(millions of Canadian dollars, except        As of April 30  As of February 
 volume and per barrel amounts)                        2013         21 2013 
----------------------------------------------------------------------------
Operating assumptions                                                       
Syncrude production (mmbbls)                            105             110 
Canadian Oil Sands sales (mmbbls)                      38.6            40.4 
Sales, net of crude oil purchases and                                       
 transportation                                 $     3,280     $     3,233 
Operating expenses                              $     1,482     $     1,482 
Operating expenses per barrel                   $     38.41     $     36.67 
Crown royalties                                 $       109     $       113 
Current taxes                                   $       350     $       350 
Cash flow from operations(1)                    $     1,097     $     1,045 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Capital expenditure assumptions                                             
Major projects                                  $       839     $       836 
Regular maintenance                             $       360     $       393 
Capitalized interest                            $        99     $        97 
Total capital expenditures                      $     1,298     $     1,326 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Business environment assumptions                                            
West Texas Intermediate (U.S.$/bbl)             $     85.00     $     85.00 
Discount to average Cdn$ WTI prices                                         
 (Cdn$/bbl)                                     $         -     $     (5.00)
Foreign exchange rate (U.S.$/Cdn$)              $      1.00     $      1.00 
AECO natural gas (Cdn$/GJ)                      $      3.50     $      3.50 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Cash flow from operations is an additional GAAP financial measure and is
    defined in the "Additional GAAP Financial Measures" section of this     
    MD&A.                                                                   

 
Canadian Oil Sands has increased estimated 2013 sales, net of crude
oil purchases and transportation expense, to $3,280 million, due to
an increase in the forecast realized selling price partially offset
by a decrease in estimated production volumes. 
The forecast realized selling price for 2013 has increased $5 per
barrel to $85 per barrel and assumes a U.S. $85 per barrel WTI oil
price, no SCO premium/discount to Canadian dollar WTI, and a foreign
exchange rate of $1.00 U.S./Cdn. 
Syncrude has performed the maintenance required to address the
extraction issues and is investigating the root cause of the
hydrotreating outages. While we believe the issues that impacted
operations since late 2012 have been resolved, we have reduced our
2013 Syncrude production range to 100 to 110 million barrels and
adjusted our single-point production estimate to 105 million barrels
(287,700 barrels per day). Net to Canadian Oil Sands, the
single-point estimate is equivalent to 38.6 million barrels (105,700
barrels per day). The revised estimate reflects a planned turnaround
of Coker 8-1 in the second half of the year. 
We estimate 2013 operating expenses of $1,482 million, or $38.41 per
barrel, reflecting actual costs incurred to date and a natural gas
price assumption of $3.50 per gigajoule. 
We estimate 2013 Crown royalties of $109 million. Mainly as a result
of capital spending on major projects, allowable deductible costs for
royalty purposes in 2013 are anticipated to exceed deemed bitumen
revenues. As a result, we are estimating minimum Crown royalties at
one per cent of gross deemed bitumen revenues (instead of 25 per cent
of net deemed bitumen revenues) in 2013. We continue to recognize the
transition and upgrader growth capital recapture royalties. 
We estimate current taxes of $350 million for 2013. 
Based on these assumptions, we estimate 2013 cash flow from
operations of $1,097 million, or $2.26 per Share. 
Estimated 2013 capital expenditures have decreased to $1,298 million,
due to adjustments to the expected timing of regular maintenance
capital spending. 
We expect cash levels to decrease over the next two years as we fund
major capital projects and repay the debt maturity in August, 2013.
As a result, net debt levels are expected to rise to $1 billion to $2
billion by the end of 2014, coincident with reduced capital
expenditure risk from the substantial completion of the major capital
projects. 
Changes in certain factors and market conditions could potentially
impact Canadian Oil Sands' Outlook. The following table provides a
sensitivity analysis of the key factors affecting the Corporation's
performance. 
Outlook Sensitivity Analysis (April 30, 2013)                 


 
                                                                            
                                                Cash Flow from Operations   
                                                         Increase           
                                                                         $ /
Variable                   Annual Sensitivity   $ millions(1,2)   Share(1,2)
----------------------------------------------------------------------------
Syncrude operating                                                          
 expense decrease                Cdn$1.00/bbl  $             29  $      0.06
Syncrude operating                                                          
 expense decrease              Cdn$50 million  $             14  $      0.03
WTI crude oil price                                                         
 increase                       U.S.$1.00/bbl  $             29  $      0.06
Syncrude production                                                         
 increase                      2 million bbls  $             47  $      0.10
Canadian dollar weakening      U.S.$0.01/Cdn$  $             25  $      0.05
AECO natural gas price                                                      
 decrease                         Cdn$0.50/GJ  $             19  $      0.04
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Canadian Oil Sands anticipates recording approximately $350 million in  
    current taxes in 2013. These sensitivities are after the impact of      
    taxes.                                                                  
(2) These sensitivities assume Canadian Oil Sands remains in minimum royalty
    in 2013.                                                                

 
The 2013 Outlook contains forward-looking information and users are
cautioned that the actual amounts may vary from the estimates
disclosed. Please refer to the "Forward-Looking Information Advisory"
section of this MD&A for the risks and assumptions underlying this
forward-looking information. 
Major Projects 
The following tables provide cost and schedule estimates for
Syncrude's major projects. Regular maintenance capital costs for
years after 2013 will be provided on an annual basis when we disclose
the budgets for those years, and are currently estimated to average
approximately $10 per barrel over the next few years. 
Major Projects - Total Project Cost and Schedule Estimates(1)         


 
                                                                            
                                                        Estimated           
                                                                %           
                                Total Cost Total Cost    Complete     Target
                                  Estimate   Estimate          at In-Service
                                             Accuracy     Mar 31,           
                              ($ billions)        (%)     2013(2)       Date
----------------------------------------------------------------------------
Mildred Lake Mine                                                           
 Train                                                                      
 Replacement       Syncrude  $         4.2   +15%/-15%         45%   Q4 2014
                  COS share            1.6                                  
                                                                            
Aurora North Mine                                                           
 Train Relocation  Syncrude  $         1.0   +15%/-15%         60%   Q1 2014
                  COS share            0.4                                  
                                                                            
Aurora North                                                                
 Tailings                                                                   
 Management        Syncrude  $         0.8   +15%/-15%         75%   Q4 2013
                  COS share            0.3                                  
                                                                            
Centrifuge                                                                  
 Tailings                                                                   
 Management        Syncrude  $         1.9   +15%/-15%         15%   H1 2015
                  COS share            0.7                                  
----------------------------------------------------------------------------

 
Major Projects - Annual Spending Profile(1)                           


 
                                                                            
                                 Spent to                                   
($ billions)              to Dec 31, 2012     2013    2014      2015   Total
----------------------------------------------------------------------------
Syncrude               $              2.6  $   2.4 $   2.3   $   0.6 $   7.9
Canadian Oil Sands                                                          
 share                 $              1.0  $   0.9 $   0.9   $   0.2 $   3.0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Major projects costs include capital expenditures, excluding capitalized
    interest, and certain development expenses.                             
(2) The estimated percentage complete is based on hours spent as a          
    percentage of total forecasted hours to project completion.             

 
In May, Syncrude will begin the planned relocation of the first mine
train at the Aurora North mine. The second mine train is scheduled to
be moved in August 2013. Each mine train relocation is anticipated to
take about 65 days. Syncrude has enhanced its preventative
maintenance program on its mine train fleet in advance of the
relocations to support uninterrupted bitumen supply during the
relocation periods. Syncrude expects to complete both mine train
relocations by the end of the year with close-out and clean-up work
continuing into the first quarter of 2014. 
Canadian Oil Sands plans to finance the major projects primarily with
existing cash balances and cash flow from operations. 
The major projects tables contain forward-looking information and
users of this information are cautioned that the actual yearly and
total major project costs and the actual in-service dates for the
major projects may vary from the plans disclosed. The major project
cost estimates and major project target in-service dates are based on
current spending plans. Please refer to the "Forward-Looking
Information Advisory" section of this MD&A for the risks and
assumptions underlying this forward-looking information. For a list
of additional risk factors that could cause the actual amount of the
major project costs and the major project target in-service dates to
differ materially, please refer to the Corporation's Annual
Information Form dated February 21, 2013 which is available on the
Corporation's profile on SEDAR at www.sedar.com and on the
Corporation's website at www.cdnoilsands.com. 
Consolidated Statements of Income and Comprehensive Income 
(unaudited) 


 
                                                         Three Months Ended 
                                                              March 31      
(millions of Canadian dollars, except per Share and                         
 Share volume amounts)                                       2013      2012 
----------------------------------------------------------------------------
Sales (Note 17)                                           $   961   $ 1,074 
Crown royalties (Note 15)                                     (23)      (96)
----------------------------------------------------------------------------
Revenues                                                  $   938   $   978 
----------------------------------------------------------------------------
                                                                            
Expenses                                                                    
 Operating (Note 3)                                       $   355   $   320 
 Development                                                   26        24 
 Crude oil purchases and transportation (Note 17)             133       118 
 Administration                                                10         6 
 Insurance                                                      6         2 
 Depreciation and depletion                                   122        95 
----------------------------------------------------------------------------
                                                          $   652   $   565 
----------------------------------------------------------------------------
Earnings from operating activities                        $   286   $   413 
 Foreign exchange loss (gain) (Note 9)                         28       (16)
 Net finance expense (Notes 3 and 10)                          13        12 
----------------------------------------------------------------------------
Earnings before taxes                                     $   245   $   417 
 Tax expense (Notes 3 and 11)                                  68        99 
----------------------------------------------------------------------------
Net income                                                $   177   $   318 
Other comprehensive income (loss), net of income taxes                      
 Items not reclassified to net income:                                      
  Re-measurements of employee future benefit plans                          
   (Notes 3 and 8)                                             14         3 
 Items reclassified to net income:                                          
  Derivative gains                                             (1)       (1)
----------------------------------------------------------------------------
Comprehensive income                                      $   190   $   320 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Weighted average Shares (millions)                            485       485 
Shares, end of period (millions)                              485       485 
                                                                            
Net income per Share                                                        
 Basic and diluted                                        $  0.37   $  0.66 
----------------------------------------------------------------------------

 
See Notes to Unaudited Consolidated Financial Statements              
Consolidated Statements of Shareholders' Equity              
(unaudited)               


 
                                                       Three Months Ended   
                                                            March 31        
(millions of Canadian dollars)                             2013        2012 
----------------------------------------------------------------------------
Retained earnings                                                           
 Balance, beginning of period                          $  1,823    $  1,517 
 Net income                                                 177         318 
 Re-measurements of employee future benefit plans            14           3 
 Dividends                                                 (170)       (145)
----------------------------------------------------------------------------
 Balance, end of period                                $  1,844    $  1,693 
----------------------------------------------------------------------------
Accumulated other comprehensive income                                      
 Balance, beginning of period                          $      9    $     12 
 Reclassification of derivative gains to net income          (1)         (1)
----------------------------------------------------------------------------
 Balance, end of period                                $      8    $     11 
----------------------------------------------------------------------------
Shareholders' capital                                                       
 Balance, beginning of period                          $  2,673    $  2,673 
 Issuance of shares                                           1           - 
----------------------------------------------------------------------------
 Balance, end of period                                $  2,674    $  2,673 
----------------------------------------------------------------------------
Contributed surplus                                                         
 Balance, beginning of period                          $     10    $      8 
 Share-based compensation                                     1           1 
----------------------------------------------------------------------------
 Balance, end of period                                      11           9 
----------------------------------------------------------------------------
Total Shareholders' equity                             $  4,537    $  4,386 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
See Notes to Unaudited Consolidated Financial Statements              
Consolidated Balance Sheets              
(unaudited)               


 
                                                                            
                                                                    December
                                                        March 31          31
As at (millions of Canadian dollars)                        2013        2012
----------------------------------------------------------------------------
ASSETS                                                                      
Current assets                                                              
 Cash and cash equivalents                             $   1,471   $   1,553
 Accounts receivable                                         315         311
 Inventories                                                 160         137
 Prepaid expenses                                              6           9
----------------------------------------------------------------------------
                                                       $   1,952   $   2,010
Property, plant and equipment, net (Note 4)                8,087       8,003
Exploration and evaluation                                    89          89
Reclamation trust                                             71          69
----------------------------------------------------------------------------
                                                       $  10,199   $  10,171
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
LIABILITIES AND SHAREHOLDERS' EQUITY                                        
Current liabilities                                                         
 Accounts payable and accrued liabilities (Note 5)     $     759   $     704
 Current portion of long-term debt                           303         297
 Current taxes                                                86          40
 Current portion of employee future benefits                  76          76
----------------------------------------------------------------------------
                                                       $   1,224   $   1,117
Employee future benefits                                     332         362
Other liabilities (Note 6)                                    92          89
Long-term debt                                             1,529       1,497
Asset retirement obligation (Note 7)                         969       1,058
Deferred taxes                                             1,516       1,533
----------------------------------------------------------------------------
                                                       $   5,662   $   5,656
Shareholders' equity                                       4,537       4,515
----------------------------------------------------------------------------
                                                       $  10,199   $  10,171
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Commitments and Contingencies (Notes 14 and 15,                             
 respectively)                                                              

 
See Notes to Unaudited Consolidated Financial Statements              
Consolidated Statements of Cash Flows                 
(unaudited)                  


 
                                                       Three Months Ended   
                                                            March 31        
(millions of Canadian dollars)                             2013        2012 
----------------------------------------------------------------------------
Cash from (used in) operating activities                                    
 Net income                                           $     177   $     318 
 Items not requiring an outlay of cash                                      
  Depreciation and depletion                                122          95 
  Accretion of asset retirement obligation (Note 7)           6           6 
  Foreign exchange (gain) loss on long-term debt                            
   (Note 9)                                                  37         (20)
  Deferred tax expense (Note 11)                            (22)         99 
  Share-based compensation                                    2           - 
 Reclamation expenditures (Note 7)                          (33)        (43)
 Change in employee future benefits and other               (14)         (1)
----------------------------------------------------------------------------
  Cash flow from operations                           $     275   $     454 
 Change in non-cash working capital (Note 16)                53         112 
----------------------------------------------------------------------------
  Cash from operating activities                      $     328   $     566 
----------------------------------------------------------------------------
                                                                            
Cash from (used in) financing activities                                    
 Issuance of senior notes                             $       -   $     689 
 Issuance of shares                                           1           - 
 Dividends                                                 (170)       (145)
----------------------------------------------------------------------------
  Cash from (used in) financing activities            $    (169)  $     544 
----------------------------------------------------------------------------
                                                                            
Cash from (used in) investing activities                                    
 Capital expenditures                                 $    (268)  $    (141)
 Reclamation trust funding                                   (2)         (3)
 Change in non-cash working capital (Note 16)                23          18 
----------------------------------------------------------------------------
  Cash used in investing activities                   $    (247)  $    (126)
----------------------------------------------------------------------------
                                                                            
Foreign exchange gain (loss) on cash and cash                               
 equivalents held in foreign currency                 $       6   $       - 
----------------------------------------------------------------------------
                                                                            
Increase (decrease) in cash and cash equivalents      $     (82)  $     984 
Cash and cash equivalents, beginning of period            1,553         718 
----------------------------------------------------------------------------
Cash and cash equivalents, end of period              $   1,471   $   1,702 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Cash and cash equivalents consist of:                                       
 Cash                                                 $     758   $      24 
 Short-term investments                                     713       1,678 
----------------------------------------------------------------------------
                                                      $   1,471   $   1,702 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Supplementary Information (Note 16) 
See Notes to Unaudited Consolidated Financial Statements 
Notes to Unaudited Consolidated Financial Statements For the Three
Months Ended March 31, 2013 
(Tabular amounts expressed in millions of Canadian dollars, except
where otherwise noted) 
1) Nature of Operations 
Canadian Oil Sands Limited ("Canadian Oil Sands" or the
"Corporation") was incorporated in 2010 under the laws of the
Province of Alberta, Canada pursuant to a plan of arrangement
effecting the reorganization from an income trust into a corporate
structure effective December 31, 2010. 
The Corporation indirectly owns a 36.74 per cent interest ("Working
Interest") in the Syncrude Joint Venture ("Syncrude"). Syncrude is
involved in the mining and upgrading of bitumen from oil sands near
Fort McMurray in northern Alberta. The Syncrude Project is comprised
of open-pit oil sands mines, utilities plants, bitumen extraction
plants, and an upgrading complex that processes bitumen into
Synthetic Crude Oil ("SCO"). Syncrude is a joint operation jointly
controlled by seven owners. Decisions about Syncrude's relevant
activities require unanimous consent of the owners. Each owner takes
its proportionate share of production in kind, and funds its
proportionate share of Syncrude's operating development and capital
costs on a daily basis. The Corporation also owns 36.74 per cent of
the issued and outstanding shares of Syncrude Canada Ltd. ("Syncrude
Canada"). Syncrude Canada operates Syncrude on behalf of the owners
and is responsible for selecting, compensating, directing and
controlling Syncrude's employees, and for administering all related
employment benefits and obligations. The Corporation's investment in
Syncrude and Syncrude Canada represents its only producing asset. 
The Corporation's office is located at the following address: 2500
First Canadian Centre, 350 - 7th Avenue S.W., Calgary, Alberta,
Canada T2P 3N9. 
2) Basis of Presentation 
These unaudited interim consolidated financial statements are
prepared and reported in Canadian dollars in accordance with Canadian
generally accepted accounting principles as set out in the Handbook
of the Canadian Institute of Chartered Accountants ("CICA Handbook").
The CICA Handbook incorporates International Financial Reporting
Standards ("IFRS") and publicly accountable enterprises, such as the
Corporation, are required to apply such standards. These unaudited
interim financial statements have been prepared in accordance with
IFRS applicable to the preparation of interim financial statements
and International Accounting Standard ("IAS") 34, Interim Financial
Reporting, and the accounting policies applied in these interim
unaudited consolidated financial statements are based on IFRS as
issued, outstanding and effective on April 30, 2013. 
Certain disclosures that are normally required to be included in the
notes to the annual audited consolidated financial statements have
been condensed or omitted. These unaudited interim consolidated
financial statements should be read in conjunction with the
Corporation's audited consolidated financial statements and notes
thereto for the year ended December 31, 2012. 
3) Accounting Policies 
The same accounting policies and methods of computation are followed
in these unaudited interim consolidated financial statements as
compared with the most recent audited annual consolidated financial
statements for the year ended December 31, 2012 except as follows: 
Taxes 
Current taxes in interim periods are accrued based on our best
estimate of the annual tax rate applied to year-to-date earnings.
Current taxes accrued in one interim period may be adjusted in a
subsequent interim period if the estimate of the annual tax rate
changes. 
Employee Future Benefits 
In June 2011, the International Accounting Standards Board ("IASB")
amended International Accounting Standard ("IAS") 19, Employee
Benefits, addressing the recognition and measurement of defined
benefit pension expense and termination benefits and disclosures for
all employee benefits. The key amendments are as follows: 


 
--  Actuarial gains and losses, which are now referred to as re-
    measurements, are recognized immediately in "other comprehensive income"
    ("OCI"), eliminating the choice between immediate recognition through
    net income or OCI, or deferral using the corridor approach. This change
    does not impact Canadian Oil Sands as the Corporation previously
    recognized actuarial gains and losses immediately through OCI. 
--  The expected rate of return on plan assets is no longer calculated.
    Instead, the estimated rate of return on plan assets is now the same
    rate used to accrete the discounted accrued benefit obligation. The
    interest cost component of the pension expense, which previously
    represented accretion of the discounted accrued benefit obligation, now
    represents accretion of the net accrued benefit liability (the accrued
    benefit obligation net of the fair value of plan assets). 
--  The interest cost component of pension expense, which was previously
    presented within operating expenses, is now presented within net finance
    expense. 

 
Canadian Oil Sands has applied the amendments effective January 1,
2013 in accordance with the applicable transitional provisions.
Certain amounts reported in the Corporation's Consolidated Statements
of Income and Comprehensive Income have been adjusted as follows: 


 
                                            Three Months Ended              
                                              March 31, 2013                
                                       Before                          After
($ millions)                      Adjustments    Adjustments     Adjustments
----------------------------------------------------------------------------
Operating expenses              $         355  $           -   $         355
Net finance expense             $           9  $           4   $          13
Tax expense                     $          69  $          (1)  $          68
Net income                      $         180  $          (3)  $         177
Re-measurements of employee                                                 
 future benefit plans           $          11  $           3   $          14
                              ----------------------------------------------
Earnings per Share              $        0.37  $           -   $        0.37
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                            Three Months Ended              
                                              March 31, 2012                
                                       Before                          After
($ millions)                      Adjustments    Adjustments     Adjustments
----------------------------------------------------------------------------
Operating expenses              $         321  $          (1)  $         320
Net finance expense             $           7  $           5   $          12
Tax expense                     $         100  $          (1)  $          99
Net income                      $         321  $          (3)  $         318
Re-measurements of employee                                                 
 future benefit plans           $           -  $           3   $           3
                              ----------------------------------------------
Earnings per Share              $        0.66  $           -   $        0.66
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Consolidation 
In May 2011, the IASB issued IFRS 10, Consolidated Financial
Statements; IFRS 11, Joint Arrangements, to replace International
Accounting Standard ("IAS") 31, Interests in Joint Ventures; IFRS 12,
Disclosure of Interests in Other Entities; and amendments to IAS 27,
Separate Financial Statements and IAS 28 Investments in Associates
and Joint Ventures. 
Canadian Oil Sands has applied these new standards effective January
1, 2013 in accordance with the transitional provisions. IFRS 10,
which establishes principles for the presentation and preparation of
consolidated financial statements, has not impacted Canadian Oil
Sands' financial statements or disclosures. IFRS 11 eliminates the
accounting policy choice between proportionate consolidation and
equity method accounting for joint ventures available under IAS 31
and, instead, mandates one of these two methodologies based on the
economic substance of the joint arrangement. Canadian Oil Sands has
determined that its investments in Syncrude and Syncrude Canada are
considered joint operations under the new standard and continues to
recognize its proportionate share of the assets, liabilities,
revenues, expenses, and commitments of both. IFRS 12 requires
entities to disclose information about the nature of their interests
in joint ventures, which has resulted in additional disclosures in
Note 1, Nature of Operations. 
Fair Value Measurement 
In May 2011, the IASB issued IFRS 13, Fair Value Measurements, which
establishes a single source of guidance for fair value measurements
and related disclosures. Canadian Oil Sands has applied this new
standard effective January 1, 2013 in accordance with the
transitional provisions, resulting in new fair value disclosures in
Note 13, Financial Instruments. 
Financial Instruments: Disclosures 
In December 2011, the IASB issued amendments to IFRS 7, Financial
Instruments: Disclosures, requiring entities to disclose information
about the effect, or potential effect, of netting arrangements on an
entity's financial position. Canadian Oil Sands has applied these
amendments effective January 1, 2013 in accordance with their
transitional provisions, resulting in additional disclosures in Note
13, Financial Instruments. 
Production Stripping Costs 
In October 2011, the IASB issued International Financial Reporting
Interpretations Committee ("IFRIC") Interpretation 20, Stripping
Costs in the Production Phase of a Surface Mine, which clarifies the
accounting for costs associated with waste removal in surface mining
during the production phase of a mine. Canadian Oil Sands has applied
this new interpretation effective January 1, 2013 in accordance with
the transitional provisions but there has been no impact on Canadian
Oil Sands' financial statements or disclosures. 
4) Property, Plant and Equipment, Net 


 
                                    Three Months Ended March 31, 2013       
                                                                            
                                   Upgrading                       Vehicles 
                                         and          Mining            and 
($ millions)                      Extracting       Equipment      Equipment 
----------------------------------------------------------------------------
                                                                            
Cost                                                                        
Balance at January 1, 2013     $       5,300   $       1,397  $         686 
Additions                                  -               -              2 
Change in asset retirement                                                  
 costs                                     -               -              - 
Retirements                              (22)              -             (1)
Reclassifications(1)                       1               -              - 
----------------------------------------------------------------------------
Balance at March 31, 2013      $       5,279   $       1,397  $         687 
----------------------------------------------------------------------------
                                                                            
                                                                            
Accumulated depreciation                                                    
Balance at January 1, 2013     $       1,447   $         539  $         320 
Depreciation                              63              16             13 
Retirements                              (22)              -             (1)
Reclassifications(1)                       -               -              - 
----------------------------------------------------------------------------
Balance at March 31, 2013      $       1,488   $         555  $         332 
----------------------------------------------------------------------------
                                                                            
Net book value at March 31,                                                 
 2013                          $       3,791   $         842  $         355 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                    Three Months Ended March 31, 2013       
                                                                            
                                                       Asset           Major
                                                  Retirement      Turnaround
($ millions)                       Buildings           Costs           Costs
----------------------------------------------------------------------------
                                                                            
Cost                                                                        
Balance at January 1, 2013     $         324  $        1,024   $         166
Additions                                  -               -               2
Change in asset retirement                                                  
 costs                                     -             (62)              -
Retirements                                -               -               -
Reclassifications(1)                       -               -               -
----------------------------------------------------------------------------
Balance at March 31, 2013      $         324  $          962   $         168
----------------------------------------------------------------------------
                                                                            
                                                                            
Accumulated depreciation                                                    
Balance at January 1, 2013     $         107  $          180   $          73
Depreciation                               2              12              15
Retirements                                -               -               -
Reclassifications(1)                       -               -               -
----------------------------------------------------------------------------
Balance at March 31, 2013      $         109  $          192   $          88
----------------------------------------------------------------------------
                                                                            
Net book value at March 31,                                                 
 2013                          $         215  $          770   $          80
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 
                                    Three Months Ended March 31, 2013       
                                                                            
                                                                            
                                Construction            Mine                
($ millions)                     in Progress     Development          Total 
----------------------------------------------------------------------------
                                                                            
Cost                                                                        
Balance at January 1, 2013     $       1,501   $         392  $      10,790 
Additions                                264               -            268 
Change in asset retirement                                                  
 costs                                     -               -            (62)
Retirements                                -               -            (23)
Reclassifications(1)                      (1)              -              - 
----------------------------------------------------------------------------
Balance at March 31, 2013      $       1,764   $         392  $      10,973 
----------------------------------------------------------------------------
                                                                            
                                                                            
Accumulated depreciation                                                    
Balance at January 1, 2013     $           -   $         121  $       2,787 
Depreciation                               -               1            122 
Retirements                                -               -            (23)
Reclassifications(1)                       -               -              - 
----------------------------------------------------------------------------
Balance at March 31, 2013      $           -   $         122  $       2,886 
----------------------------------------------------------------------------
                                                                            
Net book value at March 31,                                                 
 2013                          $       1,764   $         270  $       8,087 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Reclassifications are primarily transfers from construction in progress 
    to other categories of property, plant and equipment when construction  
    is completed and assets are available for use.                          

 
For the three months ended March 31, 2013, interest costs of $23
million were capitalized and included in property, plant and
equipment (three months ended March 31, 2012 - $20 million) based on
a 6.5 per cent interest capitalization rate (7.3 per cent for the
three months ended March 31, 2012). 
5) Accounts Payable and Accrued Liabilities  


 
                                                                   December 
                                                     March 31            31 
($ millions)                                             2013          2012 
----------------------------------------------------------------------------
Trade payables                                    $       553   $       498 
Crown royalties                                           202           215 
Current portion of asset retirement obligation             44            44 
Interest payable                                           41            29 
----------------------------------------------------------------------------
                                                  $       840   $       786 
Less non-current portion of Crown royalties               (81)          (82)
----------------------------------------------------------------------------
Accounts payable and accrued liabilities          $       759   $       704 
----------------------------------------------------------------------------

 
6) Other Liabilities  


 
                                                                            
                                                                    December
                                                       March 31           31
($ millions)                                               2013         2012
----------------------------------------------------------------------------
Non-current portion of Crown royalties              $        81  $        82
Other                                                        11            7
----------------------------------------------------------------------------
Other liabilities                                   $        92  $        89
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
7) Asset Retirement Obligation 
The Corporation and each of the other Syncrude owners are liable for
their share of ongoing obligations related to the reclamation and
closure of the Syncrude properties on abandonment. The Corporation
estimates reclamation and closure expenditures will be made
progressively over the next 70 years and has applied a risk-free
interest rate of 2.50 per cent at March 31, 2013 (December 31, 2012 -
2.25 per cent) in deriving the asset retirement obligation. The
risk-free rate is based on the yield for benchmark Government of
Canada long-term bonds. 
The following table presents the reconciliation of the beginning and
ending aggregate carrying amount of the Corporation's share of the
obligation associated with the reclamation and closure of the
Syncrude properties: 


 
                                                         Three         Year 
                                                        Months        Ended 
                                                         Ended     December 
                                                      March 31           31 
($ millions)                                              2013         2012 
----------------------------------------------------------------------------
Asset retirement obligation, beginning of period   $     1,102  $     1,037 
Change in risk-free interest rate                          (62)          68 
Change in estimated reclamation and closure                                 
 expenditures                                                -           25 
Accretion expense                                            6           26 
Reclamation expenditures                                   (33)         (54)
----------------------------------------------------------------------------
Asset retirement obligation, end of period         $     1,013  $     1,102 
Less current portion                                       (44)         (44)
----------------------------------------------------------------------------
Non-current portion                                $       969  $     1,058 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
The $62 million decrease in the asset retirement obligation was
recorded as a decrease in property, plant and equipment. The $44
million current portion of the asset retirement obligation is
included in accounts payable and accrued liabilities, while the $969
million non-current portion is presented separately as an asset
retirement obligation on the March 31, 2013 Consolidated Balance
Sheet. The total undiscounted estimated cash flows required to settle
Canadian Oil Sand's share of the asset retirement obligation were
$2,071 million at March 31, 2013 (December 31, 2012 - $2,104
million). 
8) Employee Future Benefits 
The Corporation's share of Syncrude Canada's defined benefit and
contribution plans' costs for the three months ended March 31, 2013
and 2012 is based on its 36.74 per cent working interest. The costs
have been recorded in operating expenses, net finance expense and
other comprehensive income as follows: 


 
                                                         Three Months Ended 
                                                              March 31      
($ millions)                                                 2013      2012 
----------------------------------------------------------------------------
Operating expenses                                        $    11   $     7 
Net finance expense                                       $     4   $     5 
Other comprehensive income(1)                                 (18)       (4)
----------------------------------------------------------------------------
Total benefit cost (recovery)                             $    (3)  $     8 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Employee future benefit costs (recoveries) are presented on the         
    Consolidated Statements of Income and Comprehensive Income net of tax.  

 
The Corporation's share of the estimated unfunded portion of Syncrude
Canada's pension and other post-employment benefit plans decreased to
$408 million at March 31, 2013 from $438 million at December 31,
2012, reflecting contributions to the plans and higher than estimated
returns on plan assets. The impact of the higher-than-estimated plan
asset returns is reflected as a $14 million re-measurement, net of $4
million in taxes, in Other Comprehensive Income. A liability for the
$408 million unfunded balance is recognized on the March 31, 2013
Consolidated Balance Sheet. 
9) Foreign Exchange  


 
                                                         Three Months Ended 
                                                              March 31      
($ millions)                                                 2013      2012 
----------------------------------------------------------------------------
Foreign exchange (gain) loss - long-term debt             $    37   $   (20)
Foreign exchange (gain) loss - other                           (9)        4 
----------------------------------------------------------------------------
Total foreign exchange (gain) loss                        $    28   $   (16)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
10) Net Finance Expense  


 
                                                         Three Months Ended 
                                                              March 31      
($ millions)                                                 2013      2012 
----------------------------------------------------------------------------
Interest costs on long-term debt(1)                       $    26   $    21 
 Less capitalized interest on long-term debt                  (23)      (20)
----------------------------------------------------------------------------
Interest expense on long-term debt                        $     3   $     1 
Interest expense on employee future benefits                    4         5 
Accretion of asset retirement obligation                        6         6 
----------------------------------------------------------------------------
Net finance expense                                       $    13   $    12 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Interest costs on long-term debt are net of interest income of $5       
    million and $2 million for the three months ended March 31, 2013 and    
    March 31, 2012, respectively.                                           

 
11) Tax Expense 


 
                                                          Three Months Ended
                                                               March 31     
($ millions)                                                  2013      2012
----------------------------------------------------------------------------
Current tax expense                                        $    90   $     -
Deferred tax expense (recovery)                                (22)       99
----------------------------------------------------------------------------
Total tax expense                                          $    68   $    99
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
12) Capital Management 
The Corporation's capital consists of cash and cash equivalents, debt
and Shareholders' equity. The balance of each of these items at March
31, 2013 and December 31, 2012 was as follows: 


 
                                                                   December 
                                                       March 31          31 
($ millions, except % amounts)             
                2013        2012 
----------------------------------------------------------------------------
Long-term debt(1,2)                                  $    1,832  $    1,794 
Cash and cash equivalents                                (1,471)     (1,553)
----------------------------------------------------------------------------
Net debt(1,3)                                        $      361  $      241 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shareholders' equity                                 $    4,537  $    4,515 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total net capitalization(1,4)                        $    4,898  $    4,756 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total capitalization(1,5)                            $    6,369  $    6,309 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net debt-to-total net capitalization(1,6)(%)                  7           5 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Long-term debt-to-total capitalization(1,7)(%)               29          28 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Additional GAAP financial measure.                                      
(2) Includes current and non-current portions of long-term debt.            
(3) Long-term debt less cash and cash equivalents.                          
(4) Net debt plus Shareholders' equity.                                     
(5) Long-term debt plus Shareholders' equity.                               
(6) Net debt divided by total net capitalization.                           
(7) Long-term debt divided by total capitalization.                         

 
Net debt, comprised of current and non-current portions of long-term
debt less cash and cash equivalents, increased to $361 million at
March 31, 2013 from $241 million at December 31, 2012, as existing
cash balances were used to fund capital expenditures and dividend
payments in excess of cash flow from operations. As a result, net
debt-to-total net capitalization increased to seven per cent at March
31, 2013 from five per cent at December 31, 2012. 
Shareholders' equity increased to $4,537 million at March 31, 2013
from $4,515 million at December 31, 2012, as net income exceeded
dividends in the first quarter of 2013. 
As disclosed in Notes 10 and 11 to the 2012 annual consolidated
financial statements, the Corporation's senior notes indentures and
credit facility agreements contain certain covenants which restrict
Canadian Oil Sands' ability to sell all or substantially all of its
assets or change the nature of its business, and limit long-term
debt-to-total capitalization to 55 per cent. Canadian Oil Sands is in
compliance with its debt covenants, and with a long-term
debt-to-total capitalization of 29 per cent at March 31, 2013, a
significant increase in debt or decrease in equity would be required
to negatively impact the Corporation's financial flexibility. 
13) Financial Instruments 
The Corporation's financial instruments include cash and cash
equivalents, accounts receivable, investments held in a reclamation
trust, accounts payable and accrued liabilities, and current and
non-current portions of long-term debt. The nature, the Corporation's
use of, and the risks associated with these instruments are unchanged
from December 31, 2012. 
Offsetting Financial Assets and Financial Liabilities 
The carrying values of accounts receivable and accounts payable and
accrued liabilities have each been reduced by $62 million ($25
million at December 31, 2012) as a result of netting agreements with
counterparties. 
Fair Values 
The fair values of cash and cash equivalents, accounts receivable,
reclamation trust investments and accounts payable and accrued
liabilities approximate their carrying values due to the short-term
nature of those instruments. The fair value of long-term debt, based
on third-party market indications, is as follows: 


 
                                                                    December
                                                        March 31          31
As at ($ millions)                                          2013        2012
----------------------------------------------------------------------------
8.2%  Senior Notes due April 1, 2027 (U.S. $73.95                           
       million)                                      $        98 $       104
7.9%  Senior Notes due September 1, 2021 (U.S. $250                         
       million)                                              325         332
5.8%  Senior Notes due August 15, 2013 (U.S. $300                           
       million)                                              312         309
7.75% Senior Notes due May 15, 2019 (U.S. $500                              
       million)                                              647         628
4.5%  Senior Notes due April 1, 2022 (U.S. $400                             
       million)                                              435         435
6.0%  Senior Notes due April 1, 2042 (U.S. $300                             
       million)                                              346         350
----------------------------------------------------------------------------
                                                     $     2,163 $     2,158
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
14) Commitments 
Canadian Oil Sands' commitments are summarized in the 2012 annual
consolidated financial statements and include future cash payments
that the Corporation is required to make under existing contractual
arrangements entered into directly or as a 36.74 per cent owner in
Syncrude. There are no significant new commitments relative to the
2012 annual disclosure. 
15) Contingencies 
Crown royalties include Canadian Oil Sands' share of amounts due
under the Syncrude Royalty Amending Agreement with the Alberta
government. The Syncrude Royalty Amending Agreement requires that
bitumen be valued by a formula that references the value of bitumen
based on a Canadian heavy oil reference price adjusted to reflect
quality and location differences between Syncrude's bitumen and the
Canadian reference price bitumen. In addition, the agreement provides
that a minimum bitumen value, or "floor price", may be imposed in
circumstances where Canadian heavy oil prices are temporarily
suppressed relative to North American heavy oil prices. 
Canadian Oil Sands' share of the royalties recognized for the period
from January 1, 2009 to March 31, 2013 reflect management's best
estimate of both reasonable quality and transportation deductions and
adjustments to reflect the "floor price." However, the Syncrude
owners and the Alberta government are disputing the basis for the
quality, transportation and "floor price" adjustments. Under
alternate assumptions, Canadian Oil Sands' share of Crown royalties
for this period could be as much as $60 million (on an after-tax
basis) more than the amounts recognized. 
The Syncrude owners and the Alberta government continue to discuss
these matters, but if such discussions do not result in an agreed
upon solution, either party may seek judicial determination of the
matter. The cumulative impact, if any, of such discussions or
judicial determination, as applicable, would be recognized and impact
both 
net income and cash flow from operations accordingly. 
16) Supplementary Information 


 
a) Change in Non-Cash Working Capital                                       
                                                               Three Months 
                                                                      Ended 
                                                                   March 31 
($ millions)                                                  2013     2012 
----------------------------------------------------------------------------
                                                                            
Operating activities:                                                       
 Accounts receivable ("AR")                                 $   (4)  $   51 
 Inventories                                                   (23)      (7)
 Prepaid expenses                                                3        5 
 Accounts payable and accrued liabilities ("AP")                55       80 
 Current taxes                                                  46        - 
 Less: AP and AR changes reclassified to investing and                      
  other                                                        (24)     (17)
----------------------------------------------------------------------------
Change in operating non-cash working capital                $   53   $  112 
----------------------------------------------------------------------------
Investing activities:                                                       
 Accounts payable and accrued liabilities                   $   23   $   18 
----------------------------------------------------------------------------
Change in investing non-cash working capital                $   23   $   18 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Change in total non-cash working capital                    $   76   $  130 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
b) Income Taxes and Interest Paid                                           
                                                                            
                                                                Three Months
                                                                   Ended    
                                                                  March 31  
($ millions)                                                    2013    2012
----------------------------------------------------------------------------
Income taxes paid                                             $   44  $    -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest paid                                                 $   20  $   23
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Income taxes paid and the portion of interest costs that is expensed
are included within cash from operating activities on the
Consolidated Statements of Cash Flows. The portion of interest costs
that is capitalized as property, plant and equipment is included
within cash used in investing activities on the Consolidated
Statements of Cash Flows. 


 
c) Cash Flow From Operations Per Share                                      
                                                                            
                                                                Three Months
                                                                   Ended    
                                                                  March 31  
($ millions)                                                    2013    2012
----------------------------------------------------------------------------
Cash Flow From Operations Per Share                           $ 0.57  $ 0.94
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Cash flow from operations per Share is calculated as cash flow from
operations, which is cash from operating activities before changes in
non-cash working capital, divided by the weighted-average number of
outstanding Shares in the period. 
17) Prior Period Comparative Amounts 
During the fourth quarter of 2012, the Corporation completed a review
of the presentation of crude oil purchase and sale transactions and
it was determined that certain transactions previously reported on a
gross basis (sales are presented gross of crude oil purchases and
transportation expense) are more appropriately reflected on a net
basis (crude oil purchases and transportation expense are netted
against sales). Prior period comparative amounts have been
reclassified to conform to the current period presentation. The
impact is as follows: 


 
                                                         Three Months Ended 
($ millions)                                                 March 31, 2012 
----------------------------------------------------------------------------
                                                                            
Sales                                                   $               (63)
Crude oil purchases and transportation expense                          (63)
----------------------------------------------------------------------------
Net income                                              $                 - 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

 
Canadian Oil Sands Limited 
Marcel Coutu, President & Chief Executive Officer   
Shares Listed - Symbol: COS 
Toronto Stock Exchange 
Contacts:
Canadian Oil Sands Limited
Siren Fisekci
Vice President, Investor & Corporate Relations
(403) 218-6228 
Canadian Oil Sands Limited
Alison Trollope
Manager, Investor Relations
(403) 218-6231 
Canadian Oil Sands Limited
2500 First Canadian Centre
350 - 7 Avenue S.W.
(403) 218-6200
(403) 218-6201 (FAX)
invest@cdnoilsands.com
www.cdnoilsands.com
 
 
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