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  Exhibit 4.5    
    









 




  









































CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
  (unaudited) 

 






							
	 






 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 





Revenues and Other Income
	 	 	 	 	 	 
	










 ​





 
	 Operating revenues, net of royalties (note 3)
	 	 5 644	 	 7 129	 	 
	










 ​





 
	 Other (loss) income (note 5)
	 	 (67	)	 257	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 
	 	 5 577	 	 7 386	 	 
	











 ​





 	​






	 ​





 	​





	 ​





 	​







	​





 
	 





Expenses
	 	 	 	 	 	 
	










 ​





 
	 Purchases of crude oil and products
	 	 2 069	 	 2 772	 	 
	










 ​





 
	 Operating, selling and general
	 	 2 349	 	 2 295	 	 
	










 ​





 
	 Transportation
	 	 289	 	 267	 	 
	











 ​





 
	 Depreciation, depletion, amortization and impairment
	 	 1 472	 	 1 333	 	 
	










 ​





 
	 Exploration
	 	 41	 	 183	 	 
	










 ​





 
	 (Gain) loss on disposal of assets
	 	 (1	)	 2	 	 
	










 ​





 
	 Financing (income) expenses (note 7)
	 	 (718	)	 1 138	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 
	 	 5 501	 	 7 990	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Earnings (Loss) before Income Taxes
	 	 76	 	 (604	)	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 






Income Taxes (note 8)
	 	 	 	 	 	 
	











 ​





 
	 Current
	 	 (116	)	 184	 	 
	










 ​





 
	 Deferred
	 	 (65	)	 (447	)	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 
	 	 (181	)	 (263	)	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 





Net Earnings (Loss)
	 	 257	 	 (341	)	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Net Earnings (Loss) Attributable to:
	 	 	 	 	 	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 Common shareholders
	 	 246	 	 (341	)	 
	










 ​





 
	 Non-controlling interest (note 4)
	 	 11	 	 —	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 
	 	 257	 	 (341	)	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Other Comprehensive Income
	 	 	 	 	 	 
	










 ​





 
	 Items that may be subsequently reclassified to earnings
	 	 	 	 	 	 
	










 ​





 
	 Foreign currency translation adjustment
	 	 (262	)	 386	 	 
	










 ​





 
	 Items that will not be reclassified to earnings
	 	 	 	 	 	 
	










 ​





 
	 Actuarial loss on employee retirement benefit plans, net of income taxes
	 	 —	 	 (30	)	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 





Other Comprehensive Income
	 	 (262	)	 356	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Total Comprehensive (Loss) Income
	 	

(5	
)	

15	 	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 






Per Common Share (dollars) (note 9)
	 	 	 	 	 	 
	











 ​





 
	 Net earnings (loss) – basic and diluted
	 	 0.17	 	 (0.24	)	 
	










 ​





 
	 Net earnings (loss) attributable to common shareholders – basic and diluted
	 	 0.16	 	 (0.24	)	 
	










 ​





 
	 Cash dividends
	 	 0.29	 	 0.28	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 See accompanying notes to the interim consolidated financial statements.
	 	

 	 	

 	 	

 



 


 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   






39 








 








CONSOLIDATED BALANCE SHEETS
  (unaudited) 

 






							
	 






($ millions)


	 	





March 31






2016

(see note 4)	 	





December 31






2015	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Assets
	 	 	 	 	 	 
	










 ​





 
	 Current assets
	 	 	 	 	 	 
	










 ​





 
	 Cash and cash equivalents
	 	 3 134	 	 4 049	 	 
	










 ​





 
	 Accounts receivable
	 	 3 061	 	 2 751	 	 
	










 ​





 
	 Inventories
	 	 3 108	 	 3 090	 	 
	










 ​





 
	 Income taxes receivable
	 	 817	 	 538	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Total current assets
	 	 10 120	 	 10 428	 	 
	










 ​





 
	 Property, plant and equipment, net
	 	 70 050	 	 61 151	 	 
	










 ​





 
	 Exploration and evaluation
	 	 2 081	 	 1 681	 	 
	










 ​





 
	 Other assets
	 	 1 209	 	 1 153	 	 
	










 ​





 
	 Goodwill and other intangible assets
	 	 3 077	 	 3 079	 	 
	










 ​





 
	 Deferred income taxes
	 	 35	 	 35	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Total assets
	 	 86 572	 	 77 527	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 





Liabilities and Shareholders' Equity
	 	 	 	 	 	 
	










 ​





 
	 Current liabilities
	 	 	 	 	 	 
	










 ​





 
	 Short-term debt
	 	 1 639	 	 747	 	 
	










 ​





 
	 Current portion of long-term debt
	 	 71	 	 70	 	 
	










 ​





 
	 Accounts payable and accrued liabilities
	 	 5 075	 	 5 306	 	 
	










 ​





 
	 Current portion of provisions
	 	 805	 	 769	 	 
	










 ​





 
	 Income taxes payable
	 	 194	 	 244	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Total current liabilities
	 	 7 784	 	 7 136	 	 
	










 ​





 
	 Long-term debt
	 	 16 304	 	 14 486	 	 
	










 ​





 
	 Other long-term liabilities
	 	 1 900	 	 1 573	 	 
	










 ​





 
	 Provisions (note 13)
	 	 6 040	 	 5 339	 	 
	










 ​





 
	 Deferred income taxes
	 	 11 609	 	 9 954	 	 
	










 ​





 
	 Shareholders' equity
	 	 42 935	 	 39 039	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Total liabilities and shareholders' equity
	 	 86 572	 	 77 527	 	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 See accompanying notes to the interim consolidated financial statements.
	 	

 	 	

 	 	

 



 


 	
​ 





40   SUNCOR ENERGY
INC. 2016 FIRST QUARTER 
	
​ 
	
​ 










 




  








































CONSOLIDATED STATEMENTS OF CASH FLOWS
  (unaudited) 

 






							
	 






 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 





Operating Activities
	 	 	 	 	 	 
	










 ​





 
	 Net earnings (loss)
	 	 257	 	 (341	)	 
	










 ​





 
	 Adjustments for:
	 	 	 	 	 	 
	










 ​





 
	 Depreciation, depletion, amortization and impairment
	 	 1 472	 	 1 333	 	 
	










 ​





 
	 Deferred income taxes
	 	 (65	)	 (447	)	 
	










 ​





 
	 Accretion
	 	 64	 	 52	 	 
	










 ​





 
	 Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt
	 	 (921	)	 962	 	 
	










 ​





 
	 Change in fair value of derivative contracts
	 	 169	 	 148	 	 
	










 ​





 
	 (Gain) loss on disposal of assets
	 	 (1	)	 2	 	 
	










 ​





 
	 Share-based compensation
	 	 (163	)	 (148	)	 
	










 ​





 
	 Exploration
	 	 —	 	 49	 	 
	










 ​





 
	 Settlement of decommissioning and restoration liabilities
	 	 (122	)	 (133	)	 
	










 ​





 
	 Other
	 	 (8	)	 (2	)	 
	











 ​





 
	 Increase in non-cash working capital
	 	 (634	)	 (599	)	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Cash flow provided by operating activities
	 	 48	 	 876	 	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 Investing Activities
	 	 	 	 	 	 
	










 ​





 
	 Capital and exploration expenditures
	 	 (1 556	)	 (1 326	)	 
	










 ​





 
	 Cash acquired from Canadian Oil Sands Ltd. (note 4)
	 	 109	 	 —	 	 
	










 ​





 
	 Proceeds from disposal of assets
	 	 159	 	 40	 	 
	










 ​





 
	 Other investments
	 	 (2	)	 (4	)	 
	











 ​





 
	 Increase in non-cash working capital
	 	 (126	)	 (47	)	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Cash flow used in investing activities
	 	 (1 416	)	 (1 337	)	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 Financing Activities
	 	 	 	 	 	 
	










 ​





 
	 Net change in short-term debt
	 	 964	 	 58	 	 
	










 ​





 
	 Net change in long-term debt
	 	 36	 	 —	 	 
	










 ​





 
	 Issuance of common shares under share option plans
	 	 7	 	 34	 	 
	










 ​





 
	 Dividends paid on common shares
	 	 (453	)	 (405	)	 
	










 ​





 	​





	 ​





 	​





	 ​






 	​






	​





 
	 Cash flow provided by (used in) financing activities
	 	 554	 	 (313	)	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 Decrease in Cash and Cash Equivalents
	 	

(814	
)	

(774	
)	 
	










 ​





 
	 Effect of foreign exchange on cash and cash equivalents
	 	 (101	)	 104	 	 
	










 ​





 
	 Cash and cash equivalents at beginning of period
	 	 4 049	 	 5 495	 	 
	










 ​





 	​





	 ​






 	​





 	 ​





 	​





	​





 
	 Cash and Cash Equivalents at End of Period
	 	 3 134	 	 4 825	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 Supplementary Cash Flow Information
	 	 	 	 	 	 
	










 ​





 
	 Interest paid
	 	 86	 	 76	 	 
	










 ​





 
	 Income taxes paid
	 	 131	 	 792	 	 
	










 ​





 	​







	 ​





 	​





	 ​





 	​





	​





 
	 See accompanying notes to the interim consolidated financial statements.
	 	

 	 	

 	 	

 



 


 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   






41 








 








CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
  (unaudited) 

 






																	
	 





($ millions)


	 	





Share






Capital	 	






Contributed






Surplus	 	





Accumulated






Other






Comprehensive






Income	 	





Non-






controlling







interest	 	





Retained






Earnings	 	





Total	 	





Number of






Common






Shares






(thousands)	 	 
	










 ​





 	​





	 ​






 	​






	 ​





 	​





	 ​





 	​







	 ​





 	​





	 ​





 	​





	 ​





 	​	 ​





 	​





	​





 
	 At December 31, 2014
	 	 19 311	 	 609	 	 504	 	 —	 	 21 179	 	 41 603	 	 1 444 119	 	 
	










 ​





 	​





	 ​






 	​






	 ​





 	​





	 ​





 	​







	 ​





 	​





	 ​





 	​





	 ​





 	​	 ​





 	​





	​





 
	 Net loss
	 	 —	 	 —	 	 —	 	 —	 	 (341	)	 (341	)	 —	 	 
	










 ​





 	​	 ​





 
	 Foreign currency translation adjustment
	 	 —	 	 —	 	 386	 	 —	 	 —	 	 386	 	 —	 	 
	










 ​





 	​	 ​





 
	 Actuarial loss on employee retirement benefit plans, net of income taxes of $10
	 	 —	 	 —	 	 —	 	 —	 	 (30	)	 (30	)	 —	 	 
	










 ​





 	​







	 ​





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	​






 
	 Total comprehensive income
	 	 —	 	 —	 	 386	 	 —	 	 (371	)	 15	 	 —	 	 
	










 ​





 	​	 ​





 
	 Issued under share option plans
	 	 44	 	 (5	)	 —	 	 —	 	 —	 	 39	 	 1 150	 	 
	










 ​





 	​	 ​





 
	 Issued under dividend reinvestment plan
	 	 10	 	 —	 	 —	 	 —	 	 (10	)	 —	 	 —	 	 
	










 ​





 	​	 ​





 
	 Share-based compensation
	 	 —	 	 20	 	 —	 	 —	 	 —	 	 20	 	 —	 	 
	










 ​





 	​	 ​





 
	 Dividends paid on common shares
	 	 —	 	 —	 	 —	 	 —	 	 (405	)	 (405	)	 —	 	 
	










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	 At March 31, 2015
	 	 19 365	 	 624	 	 890	 	 —	 	 20 393	 	 41 272	 	 1 445 269	 	 
	











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	 At December 31, 2015
	 	 19 466	 	 633	 	 1 265	 	 —	 	 17 675	 	 39 039	 	 1 446 013	 	 
	











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	 Net earnings
	 	 —	 	 —	 	 —	 	 11	 	 246	 	 257	 	 —	 	 
	










 ​





 	​	 ​





 
	 Foreign currency translation adjustment
	 	 —	 	 —	 	 (262	)	 —	 	 —	 	 (262	)	 —	 	 
	










 ​





 	​





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	 Total comprehensive income (loss)
	 	 —	 	 —	 	 (262	)	 11	 	 246	 	 (5	)	 —	 	 
	










 ​





 	​	 ​





 
	 Issued under share option plans
	 	 12	 	 (1	)	 —	 	 —	 	 —	 	 11	 	 305	 	 
	










 ​





 	​	 ​





 
	 Issued for the acquisition of Canadian Oil Sands Ltd. (note 4)
	 	 3 154	 	 —	 	 —	 	 1 172	 	 —	 	 4 326	 	 98 814	 	 
	










 ​





 	​	 ​





 
	 Equity transactions to eliminate non-controlling interest in Canadian Oil Sands Ltd. (note 4)

	 	 1 298	 	 —	 	 —	 	 (1 183	)	 (115	)	 —	 	 36 879	 	 
	










 ​





 	​	 ​





 
	 Share-based compensation
	 	 —	 	 17	 	 —	 	 —	 	 —	 	 17	 	 —	 	 
	











 ​





 	​	 ​





 
	 Dividends paid on common shares
	 	 —	 	 —	 	 —	 	 —	 	 (453	)	 (453	)	 —	 	 
	











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	 At March 31, 2016
	 	 23 930	 	 649	 	 1 003	 	 —	 	 17 353	 	 42 935	 	 1 582 011	 	 
	










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	 See accompanying notes to the interim consolidated financial statements.
	 	

 	 	

 	 	

 	 	

 	 	

 



 


 	
​ 





42   SUNCOR ENERGY
INC. 2016 FIRST QUARTER 
	
​ 
	
​ 










 




  








































NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (unaudited) 








1. REPORTING ENTITY AND DESCRIPTION OF THE BUSINESS  


Suncor Energy Inc. (Suncor or the company) is an integrated energy company headquartered in Canada. Suncor's operations include oil sands development and
upgrading, onshore and offshore oil and gas production, petroleum refining, and product marketing primarily under the Petro-Canada brand. The consolidated financial statements of the company comprise
the company and its subsidiaries and the company's interests in associates and joint arrangements. 


The
address of the company's registered office is 150 – 6th Avenue S.W., Calgary, Alberta, Canada, T2P 3E3. 








2. BASIS OF PREPARATION  








(a) Statement of Compliance


These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), specifically International
Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the International Accounting Standards Board. They are condensed as they do not
include all of the information required for full annual financial statements, and they should be read in conjunction with the consolidated financial statements for the year ended
December 31, 2015. 


The
policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as at December 31, 2015. 



Comparative
figures have been reclassified to conform to the current year financial statement presentation for the revenues and expenses for the company's ethanol business that is presented in the
Refining and Marketing segment, and was previously presented in the Corporate, Energy Trading and Eliminations segment. The reclassification resulted in an increase in net earnings for the Refining
and Marketing segment of $6 million for the three months ended March 31, 2015 and $40 million for the twelve months ended December 31, 2015. Net earnings for the Corporate,
Energy Trading and Eliminations segment decreased by $6 million for the three months ended March 31, 2015 and $40 million for the twelve months ended December 31, 2015 as a
result of the reclassification. 








 (b) Basis of Measurement


The consolidated financial statements are prepared on a historical cost basis except as detailed in the accounting policies disclosed in the company's consolidated financial
statements for the year ended December 31, 2015. 









 (c) Functional Currency and Presentation Currency


These consolidated financial statements are presented in Canadian dollars, which is the company's functional currency. 








(d) Use of Estimates and Judgment


The timely preparation of financial statements requires that management make estimates and assumptions and use judgment. Accordingly, actual results may differ from estimated
amounts as future confirming events occur. Significant estimates and judgment used in the preparation of the financial statements are described in the company's consolidated financial statements for
the year ended December 31, 2015. 








(e) Income taxes


The company recognizes the impacts of income tax rate changes in earnings in the period the rate change is substantively enacted. 









3. SEGMENTED INFORMATION  


The company's operating segments are reported based on the nature of their products and services and management responsibility. 


Intersegment
sales of crude oil and natural gas are accounted for at market values and are included, for segmented reporting, in revenues of the segment making the transfer and expenses of the segment
receiving the transfer. Intersegment amounts are eliminated on consolidation. 

 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   






43 








 
 






																																	
	





Three months ended March 31

	 	 	





   Oil Sands	 	 	





       Exploration and






       Production	 	 	





   Refining and






   Marketing	 	 	






       Corporate,






       Energy Trading






       and Eliminations	 	 	





       Total	 	 
	





($ millions)

	 	 	





2016	 	 	





2015	 	 	





2016	 	 	





2015	 	 	





2016	 	 	





2015	 	 	





2016	 	 	





2015	 	 	





2016	 	 	





2015	 	 
	










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(Restated)	 	 	 	 	 	





(Restated)	 	 	 	 	 	 	 	 
	










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	 Revenues and Other Income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	










 ​





 
	Gross revenues	 	 	 1 585	 	 	 1 777	 	 	 531	 	 	 732	 	 	 3 579	 	 	 4 808	 	 	 (3	)	 	 (44	)	 	 5 692	 	 	 7 273	 	 
	










 ​





 
	Intersegment revenues	 	 	 454	 	 	 507	 	 	 —	 	 	 37	 	 	 12	 	 	 22	 	 	 (466	)	 	 (566	)	 	 —	 	 	 —	 	 
	










 ​





 
	Less: Royalties	 	 	 (19	)	 	 (18	)	 	 (29	)	 	 (126	)	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 (48	)	 	 (144	)	 
	











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	​





 
	Operating revenues, net of royalties	 	 	 2 020	 	 	 2 266	 	 	 502	 	 	 643	 	 	 3 591	 	 	 4 830	 	 	 (469	)	 	 (610	)	 	 5 644	 	 	 7 129	 	 
	










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	Other income (loss)	 	 	 33	 	 	 58	 	 	 2	 	 	 116	 	 	 11	 	 	 21	 	 	 (113	)	 	 62	 	 	 (67	)	 	 257	 	 
	










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	 	 	 	 2 053	 	 	 2 324	 	 	 504	 	 	 759	 	 	 3 602	 	 	 4 851	 	 	 (582	)	 	 (548	)	 	 5 577	 	 	 7 386	 	 
	










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	Expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	










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	Purchases of crude oil and products	 	 	 140	 	 	 70	 	 	 —	 	 	 1	 	 	 2 456	 	 	 3 347	 	 	 (527	)	 	 (646	)	 	 2 069	 	 	 2 772	 	 
	










 ​





 
	Operating, selling and general	 	 	 1 435	 	 	 1 372	 	 	 145	 	 	 131	 	 	 542	 	 	 570	 	 	 227	 	 	 222	 	 	 2 349	 	 	 2 295	 	 
	










 ​





 
	Transportation	 	 	 184	 	 	 152	 	 	 23	 	 	 27	 	 	 92	 	 	 99	 	 	 (10	)	 	 (11	)	 	 289	 	 	 267	 	 
	











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	Depreciation, depletion, amortization and impairment	 	 	 917	 	 	 773	 	 	 356	 	 	 365	 	 	 170	 	 	 165	 	 	 29	 	 	 30	 	 	 1 472	 	 	 1 333	 	 
	










 ​





 
	Exploration	 	 	 30	 	 	 105	 	 	 11	 	 	 78	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 41	 	 	 183	 	 
	










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	(Gain) loss on disposal of assets	 	 	 (1	)	 	 8	 	 	 —	 	 	 1	 	 	 —	 	 	 —	 	 	 —	 	 	 (7	)	 	 (1	)	 	 2	 	 
	










 ​





 
	Financing (income) expenses	 	 	 55	 	 	 39	 	 	 15	 	 	 38	 	 	 11	 	 	 (7	)	 	 (799	)	 	 1 068	 	 	 (718	)	 	 1 138	 	 
	










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	 	 	 	 2 760	 	 	 2 519	 	 	 550	 	 	 641	 	 	 3 271	 	 	 4 174	 	 	 (1 080	)	 	 656	 	 	 5 501	 	 	 7 990	 	 
	










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	(Loss) earnings before Income Taxes	 	 	 (707	)	 	 (195	)	 	 (46	)	 	 118	 	 	 331	 	 	 677	 	 	 498	 	 	 (1 204	)	 	 76	 	 	 (604	)	 
	










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	Income Taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	










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	Current	 	 	 (147	)	 	 (4	)	 	 61	 	 	 101	 	 	 99	 	 	 207	 	 	 (129	)	 	 (120	)	 	 (116	)	 	 184	 	 
	











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	Deferred	 	 	 (36	)	 	 (45	)	 	 (73	)	 	 (445	)	 	 (9	)	 	 (28	)	 	 53	 	 	 71	 	 	 (65	)	 	 (447	)	 
	










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	 	 	 	 (183	)	 	 (49	)	 	 (12	)	 	 (344	)	 	 90	 	 	 179	 	 	 (76	)	 	 (49	)	 	 (181	)	 	 (263	)	 
	










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	Net (Loss) Earnings	 	 	 (524	)	 	 (146	)	 	 (34	)	 	 462	 	 	 241	 	 	 498	 	 	 574	 	 	 (1 155	)	 	 257	 	 	 (341	)	 
	










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	Capital and Exploration Expenditures	 	 	 1 107	 	 	 793	 	 	 271	 	 	 356	 	 	 172	 	 	 83	 	 	 6	 	 	 94	 	 	 1 556	 	 	 1 326	 	 
	










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4. ACQUISITION OF CANADIAN OIL SANDS  


On February 5, 2016, Suncor obtained control of Canadian Oil Sands Limited (COS) by acquiring 73% of COS' outstanding common shares in exchange for 0.28
of a Suncor share per COS share tendered. The acquisition resulted in the issuance of 98.9 million Suncor common shares, which had a fair value of $31.88 per share based on the closing price on
the Toronto Stock Exchange on the acquisition date. 


Suncor
acquired COS to benefit from operating synergies and economies of scale expected from combining the two companies' ownership interests in Syncrude. 

 	
​ 





44   SUNCOR ENERGY
INC. 2016 FIRST QUARTER 
	
​ 
	
​ 








 

Purchase price consideration  

 






					
	 








	 	 	 	 
	










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 	​





	 ​





 	​





	​





 
	 Number of COS common shares tendered (millions)
	 	 353.3	 	 
	










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	 Multiplied by share exchange ratio
	 	 0.28	 	 
	











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	 ​





 	​





	​






 
	 Number of Suncor common shares issued (millions)
	 	 98.9	 	 
	










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 	​





	 ​






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	​





 
	 Share price on acquisition date
	 	 $31.88	 	 
	











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	​






 
	 Fair value of consideration ($ millions)
	 	 3 154	 	 
	










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	 ​






 	​






	​





 



 

 On
February 22, 2016, and March 21, 2016, Suncor acquired the remaining outstanding 131.3 million COS shares on the same terms as the initial acquisition resulting in the issuance
of an additional 36.7 million Suncor common shares, which resulted in a total acquisition price of $4.452 billion. The estimated fair values of the net assets acquired were not adjusted
to reflect the changes in Suncor's share price on the subsequent transaction dates. 


Purchase price allocation  


The acquisition has been accounted for as a business combination using the acquisition method whereby the net assets acquired and the liabilities assumed are recorded at fair
value, except for the employee future benefit liability which is measured as the present value of the net obligation. The preliminary purchase price allocation is based on management's best estimates
of fair values of COS' assets and liabilities as at February 5, 2016. Adjustments to estimates may be required. 

 






					
	 





($ millions)


	 	 	 	 
	










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	​





 
	 Cash
	 	 109	 	 
	










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	 Accounts receivable
	 	 231	 	 
	











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	 Inventory
	 	 135	 	 
	










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	 Other assets
	 	 105	 	 
	











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	 Property, plant and equipment
	 	 9 476	 	 
	










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	 Exploration and evaluation
	 	 602	 	 
	











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	 Total assets acquired
	 	 10 658	 	 
	










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	 Accounts payable and other liabilities
	 	 (375	)	 
	











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	 Long-term debt
	 	 (2 639	)	 
	










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	 Employee future benefits
	 	 (323	)	 
	











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	 Decommissioning provision
	 	 (1 169	)	 
	










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	 Deferred income taxes
	 	 (1 826	)	 
	











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	 Total liabilities assumed
	 	 (6 332	)	 
	










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	 Net assets of COS
	 	 4 326	 	 
	











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	 Non-controlling interest
	 	 (1 172	)	 
	










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	 Net assets acquired
	 	 3 154	 	 
	











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	​






 



 

 The
fair values of cash, accounts receivable and other current assets, and accounts payable and other liabilities approximate their carrying values due to the short-term maturity of the instruments.
The fair values of crude inventory and long-term debt were determined using quoted prices and rates from available pricing sources. The fair value of materials and supplies inventory approximates book
value due to short-term turnover rates. The fair values of property, plant and equipment, and the decommissioning provision were determined using an expected future cash flow approach. Key assumptions
used in the calculations were discount rates, future commodity prices and costs, timing of development activities, projections of oil reserves, and cost estimates to abandon and reclaim the mine
and facilities. 

 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   





45 








 

The
following table summarizes the fair value of COS debt acquired by Suncor. 

 






					
	 





($ millions)


	 	






February 5,

2016	 	 
	










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	 Fixed-term debt, redeemable at the option of the company
	 	 	 	 
	











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	 7.75% Notes, due 2019 (US$500)
	 	 755	 	 
	










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	 7.90% Notes, due 2021 (US$250)
	 	 389	 	 
	











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	 4.50% Notes, due 2022 (US$400)
	 	 515	 	 
	










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	 8.20% Notes, due 2027 (US$74)
	 	 114	 	 
	











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	 6.00% Notes, due 2042 (US$300)
	 	 316	 	 
	










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	 Total Notes
	 	 2 089	 	 
	











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	 Credit facility
	 	 550	 	 
	










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	 Total long-term debt
	 	 2 639	 	 
	











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	 ​





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	​






 



 

 The
non-controlling interest (NCI) was initially measured at the NCI's proportionate share of the net identifiable assets acquired. The subsequent transactions on February 22, 2016, and
March 21, 2016, were accounted for as equity transactions with shareholders and eliminated the NCI balance. Suncor recognized the difference between the fair value of the common shares issued
and the NCI recorded at February 5, 2016 directly in equity. During the period from February 5, 2016 to March 21, 2016, when Suncor did not own 100% of the equity, net earnings of
$11 million were earned that are attributable to the NCI owners. 


As
part of the acquisition the company also assumed various pipeline and storage commitments of $3.0 billion undiscounted. The contract terms of these commitments range between one and
24 years, with payments commencing in the first quarter of 2016. 


Acquisition
costs of $28.7 million have been charged to Operating, Selling and General expense in the consolidated statements of comprehensive income for the period ended
March 31, 2016. 


COS
contributed $326.4 million to gross revenues and $77.0 million to consolidated net earnings from the acquisition date to March 31, 2016. 


Had
the acquisition occurred on January 1, 2016, COS would have contributed $508.0 million to gross revenues and $40.1 million to consolidated net earnings, which would have
resulted in gross revenues of $6.2 billion and consolidated net earnings of $297 million for the period ended March 31, 2016. 









5. OTHER (LOSS) INCOME  


Other (loss) income consists of the following: 

 






							
	 






 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










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	 Energy trading activities
	 	 	 	 	 	 
	










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	 Change in fair value of contracts
	 	 (24	)	 7	 	 
	










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	 Gains on inventory valuation
	 	 30	 	 75	 	 
	










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	 Risk management activities(1)
	 	 (99	)	 8	 	 
	










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	 Investment and interest income
	 	 18	 	 18	 	 
	










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	 Renewable energy grants
	 	 —	 	 5	 	 
	










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	 Risk mitigation and insurance proceeds(2)
	 	 —	 	 104	 	 
	










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	 Change in value of transportation commitments and other
	 	 8	 	 40	 	 
	










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	 	 (67	)	 257	 	 
	










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	(1)
	Includes
fair value changes related to short-term derivative contracts in the Oil Sands and Refining and Marketing segments and long-term forward starting interest rate swaps in the
Corporate segment.



	(2)
	Includes
business interruption insurance proceeds recorded in the first quarter of 2015 for the Terra Nova assets in the Exploration and Production segment. 


 


 	
​ 





46   SUNCOR ENERGY
INC. 2016 FIRST QUARTER 
	
​ 
	
​ 








 







6. SHARE-BASED COMPENSATION  


The following table summarizes the share-based compensation expense recorded for all plans within Operating, Selling and General expense. 

 






							
	 







 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










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	 Equity-settled plans
	 	 17	 	 20	 	 
	










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	 Cash-settled plans
	 	 115	 	 97	 	 
	










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	 	 132	 	 117	 	 
	










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7. FINANCING (INCOME) EXPENSES  

 






							
	 







 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










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	 Interest on debt
	 	 254	 	 210	 	 
	










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	 Capitalized interest
	 	 (141	)	 (93	)	 
	










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	 Interest expense
	 	 113	 	 117	 	 
	










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	 Interest on pension and other post-retirement benefits
	 	 12	 	 15	 	 
	










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	 Accretion
	 	 64	 	 52	 	 
	










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	 Foreign exchange (gain) loss on U.S. dollar denominated debt
	 	 (921	)	 962	 	 
	










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	 Foreign exchange and other
	 	 14	 	 (8	)	 
	










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	 	 (718	)	 1 138	 	 
	










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8. INCOME TAXES  


Pursuant to the previously disclosed 2013 proposal letter from the Canada Revenue Agency (CRA), the company received a Notice of Reassessment (NOR) from the CRA
during the second quarter of 2014, regarding the income tax treatment of realized losses in 2007 on the settlement of certain derivative contracts. The total amount of the NOR, including tax, penalty
and interest, was approximately $920 million. The company strongly disagrees with the CRA's position and continues to firmly believe it will be able to successfully defend its original filing
position and will take the appropriate actions to resolve this matter. In addition to the above, the company has: 


	•
	Received
NORs related to the derivative contracts from the Provinces of Alberta, Ontario and Quebec for approximately $124 million, $100 million and
$42 million, respectively;



	•
	Provided
security to the CRA and the Provinces of Quebec and Ontario for approximately $642 million;



	•
	Filed
Notices of Objection with the CRA and the Provinces of Alberta, Ontario and Quebec; and



	•
	Filed
a Notice of Appeal with the Tax Court of Canada in November 2014 and is now pursuing its Appeal to that Court. 




If
the company is unsuccessful in defending its tax filing position, it could be subject to an earnings and cash impact of up to $1.3 billion. 

 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   





47 








 







9. EARNINGS (LOSS) PER COMMON SHARE  

 






							
	 







 
	 	





Three months ended






March 31

	 	 
	 





($ millions)


	 	





2016	 	





2015	 	 
	










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 	​







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	 ​





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	​





 
	 Net earnings (loss)
	 	 257	 	 (341	)	 
	











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	 Net earnings (loss) attributable to common shareholders
	 	 246	 	 (341	)	 
	










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(millions of common shares)
	 	 	 	 	 	 
	










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	​





 
	 Weighted average number of common shares
	 	 1 516	 	 1 445	 	 
	










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	 Dilutive securities:
	 	 	 	 	 	 
	










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	 Effect of share options
	 	 1	 	 —	 	 
	










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	​





 
	 Weighted average number of diluted common shares
	 	 1 517	 	 1 445	 	 
	










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(dollars per common share)
	 	 	 	 	 	 
	










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	​





 
	 Basic and diluted earnings (loss) per share
	 	 0.17	 	 (0.24	)	 
	










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	 Basic and diluted earnings (loss) per share attributable to common shareholders
	 	 0.16	 	 (0.24	)	 
	










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10. FINANCIAL INSTRUMENTS  








 Derivative Financial Instruments








(a) Non-Designated Derivative Financial Instruments



The following table presents the company's non-designated Energy Trading and Risk Management derivatives measured at fair value as at March 31, 2016. 

 






									
	 






($ millions)


	 	





Energy






Trading	 	





Risk






Management	 	





Total	 	 
	










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	​





 
	 Fair value outstanding at December 31, 2015
	 	(18	)	20	 	2	 	 
	










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	 Value of contracts settled during the quarter
	 	24	 	(70	)	(46	)	 
	










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	 Changes in fair value during the quarter (note 5)
	 	(24	)	(99	)	(123	)	 
	










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	 Fair value outstanding at March 31, 2016
	 	(18	)	(149	)	(167	)	 
	










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(b) Fair Value Hierarchy


The following table presents the company's financial instruments measured at fair value for each hierarchy level as at March 31, 2016. 

 






											
	 





($ millions)


	 	





Level 1	 	





Level 2	 	





Level 3	 	





Total Fair






Value	 	 
	










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 	​







	​





 
	 Accounts receivable
	 	2	 	29	 	—	 	31	 	 
	











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	 Accounts payable
	 	(45	)	(153	)	—	 	(198	)	 
	










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	 	(43	)	(124	)	—	 	(167	)	 
	










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 During
the first quarter of 2016, there were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements. 


The
company uses forward starting interest rate swaps to mitigate its exposure to the effect of future interest rate movements on future debt issuances. As at March 31, 2016, the company had
executed $1.3 billion in forward swaps. A decrease in interest rates of 0.53% during the quarter resulted in a decrease in value of $123 million associated with the swaps. 








Non-Derivative Financial Instruments


At March 31, 2016, the carrying value of fixed-term debt accounted for under amortized cost was $15.2 billion (December 31,
2015 – $13.3 billion) and the fair value was $16.0 billion (December 31, 2015 – $14.5 billion).
The estimated fair value of long-term debt is based on pricing sourced from market data. 

 	
​ 





48   SUNCOR ENERGY
INC. 2016 FIRST QUARTER 
	
​ 
	
​ 








 








11. ASSET SWAP WITH TRANSALTA CORPORATION  


On August 31, 2015, Suncor completed an exchange of assets with TransAlta Corporation. Suncor exchanged Kent Breeze and its share of the Wintering Hills
wind power facilities for TransAlta's Poplar Creek cogeneration facilities, which provide steam and power for Suncor's Oil Sands operations. The acquisition of the Poplar Creek cogeneration facilities
is expected to enhance the reliability and efficiency of Suncor's base operations. 


As
part of the agreement, Suncor entered into a 15-year lease with TransAlta to finance the difference between the fair value of the cogeneration facilities and the fair value of the wind farms. The
leased assets consist of two gas turbine generators and heat recovery steam generators. Ownership of these assets will automatically transfer to Suncor at the end of the term for a nominal amount.
Although the legal form of this arrangement is a lease, in substance it is a deferred financing arrangement because it was entered into to finance the remaining balance of this acquisition and
ownership of the assets will automatically transfer to Suncor at the end of the term. The lease is accounted for as a deferred financing arrangement that is part of the business combination because it
is a component of the consideration provided to TransAlta. 


The
transaction was determined to have commercial substance since Suncor acquired operational control of Poplar Creek and will be entitled to all of the electrical output. The acquisition of the
Poplar Creek assets was treated as a business combination, whereby the assets and liabilities acquired were recorded at their fair value. The fair values were calculated using an expected future cash
flow approach with risk-adjusted discount rates between 6% and 8%. Key assumptions used in the calculation were discount rate, power price and natural gas price. 









 Purchase consideration

 






					
	 ($ millions)
	 	 	 	 
	










 ​





 	​





	​





 	​






 	​





 
	 Fair value of Kent Breeze wind farm
	 	47	 	 
	










 ​





 
	 Fair value of Suncor's share of Wintering Hills wind farm
	 	77	 	 
	










 ​





 
	 Fair value of deferred financing arrangement
	 	303	 	 
	










 ​





 	​





	​






 	​






	​





 
	 Total purchase consideration
	 	 427	 	 
	











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 	​






	​





 	​





	​





 



 

 Purchase price allocation  



The preliminary purchase price allocation is based on management's best estimates of the fair value of the acquired assets and assumed liabilities. Upon finalization,
adjustments to the initial estimates may be required. 

 






					
	 ($ millions)
	 	 	 	 
	










 ​





 	​





	​





 	​






 	​





 
	 Working capital
	 	36	 	 
	










 ​





 
	 Property, plant and equipment
	 	393	 	 
	










 ​





 
	 Decommissioning provision
	 	(2	)	 
	










 ​





 	​





	​






 	​






	​





 
	 Net assets acquired
	 	 427	 	 
	











 ​





 	​






	​





 	​





	​





 



 

 





12. ACQUISITION OF ADDITIONAL OWNERSHIP IN FORT HILLS  



On November 6, 2015, Suncor completed the purchase of an additional 10% working interest in the Fort Hills oil sands project from Total E&P
Canada Ltd. for total aggregate consideration of $360 million. Suncor's share in the project has increased to 50.8%. 








13. PROVISIONS  


An increase in the credit-adjusted risk-free interest rate to 4.73% (December 31, 2015 – 4.37%) resulted in a
decrease in provisions of $440 million for the three months ended March 31, 2016. 








14. SUBSEQUENT EVENT  


On April 27, 2016 Suncor announced that it had entered into a purchase and sale agreement with Murphy Oil Company Ltd. (Murphy Oil) to
acquire Murphy Oil's 5% interest in the Syncrude oil sands mining and upgrading joint arrangement for $937 million, subject to closing adjustments. The transaction is subject to
regulatory approval and has an effective date of April 1, 2016. Upon completion of the transaction, which is expected to close by the end of the second quarter of 2016, Suncor's working
interest in Syncrude will increase to 53.74%. 

 	
​ 
	
​ 
	
​ 





SUNCOR ENERGY INC. 2016 FIRST
QUARTER   





49 












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Exhibit 4.5