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  Exhibit 4.5    
    









 





  





CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  (unaudited) 



	





 Three months ended March 31 ($ millions)	 	





2014	 	





2013	 
	








	





 Revenues and Other Income	 	 	 	 	 
	








	 	Operating revenues, net of royalties (note 3)	 	10 342	 	9 843	 
	








	 	Other income (note 4)	 	135	 	173	 
	








	 	 	10 477	 	10 016	 
	








	






 Expenses	
 	

 	
 	

 	

 
	








	 	Purchases of crude oil and products	 	3 701	 	4 059	 
	








	 	Operating, selling and general	 	2 514	 	2 271	 
	








	 	Transportation	 	227	 	160	 
	








	 	Depreciation, depletion, amortization and impairment	 	1 140	 	999	 
	








	 	Exploration	 	126	 	130	 
	








	 	Project start-up costs	 	—	 	1	 
	








	 	Voyageur upgrader project charges (note 10)	 	—	 	176	 
	








	 	Financing expenses (note 7)	 	471	 	329	 
	









	 	 	8 179	 	8 125	 
	








	






 Earnings before Income Taxes	 	2 298	 	1 891	 
	








	






 Income Taxes	
 	

 	
 	

 	

 
	








	 	Current	 	811	 	540	 
	








	 	Deferred	 	2	 	257	 
	








	 	 	813	 	797	 
	








	





 Net Earnings	 	1 485	 	1 094	 
	








	






 Other Comprehensive Income	
 	

 	
 	

 	

 
	









	Items that may be subsequently reclassified to earnings	 	 	 	 	 
	








	 	Foreign currency translation adjustment	 	192	 	19	 
	








	Items that will not be reclassified to earnings	 	 	 	 	 
	








	 	Actuarial (loss) gain on employee retirement benefit plans, net of income taxes	 	(60	)	57	 
	








	





 Other Comprehensive Income	 	132	 	76	 
	








	






 Total Comprehensive Income	
 	

1 617	
 	

1 170	

 
	








	






 Per Common Share (dollars) (note 8)	
 	

 	
 	

 	

 
	








	 	Net earnings – basic	 	1.01	 	0.72	 
	








	 	Net earnings – diluted	 	1.01	 	0.71	 
	








	 	Cash dividends	 	0.23	 	0.13	 
	













See
accompanying notes to the interim consolidated financial statements. 








SUNCOR ENERGY INC. 2014 FIRST
QUARTER   





37







 







 CONSOLIDATED BALANCE SHEETS
  (unaudited) 



	





 ($ millions)	 	





Mar 31

2014	 	





Dec 31

2013	 
	








	





 Assets	 	 	 	 	 
	








	 	Current assets	 	 	 	 	 
	








	 	 	Cash and cash equivalents	 	4 846	 	5 202	 
	








	 	 	Accounts receivable	 	5 508	 	5 254	 
	








	 	 	Inventories	 	4 784	 	3 944	 
	








	 	 	Income taxes receivable	 	522	 	294	 
	








	 	Total current assets	 	15 660	 	14 694	 
	








	 	Property, plant and equipment, net	 	58 095	 	57 270	 
	








	 	Exploration and evaluation	 	2 884	 	2 772	 
	








	 	Other assets	 	441	 	422	 
	








	 	Goodwill and other intangible assets	 	3 095	 	3 092	 
	








	 	Deferred income taxes	 	46	 	65	 
	








	Total assets	 	80 221	 	78 315	 
	








	






 Liabilities and Shareholders' Equity	
 	

 	
 	

 	

 
	








	 	Current liabilities	 	 	 	 	 
	








	 	 	Short-term debt	 	829	 	798	 
	








	 	 	Current portion of long-term debt	 	475	 	457	 
	








	 	 	Accounts payable and accrued liabilities	 	7 408	 	7 090	 
	








	 	 	Current portion of provisions	 	872	 	998	 
	









	 	 	Income taxes payable	 	1 180	 	1 263	 
	








	 	Total current liabilities	 	10 764	 	10 606	 
	








	 	Long-term debt	 	10 504	 	10 203	 
	








	 	Other long-term liabilities	 	1 517	 	1 464	 
	








	 	Provisions	 	4 342	 	4 078	 
	








	 	Deferred income taxes	 	10 836	 	10 784	 
	








	 	Shareholders' equity	 	42 258	 	41 180	 
	








	Total liabilities and shareholders' equity	 	80 221	 	78 315	 
	













See
accompanying notes to the interim consolidated financial statements. 








38   SUNCOR ENERGY
INC. 2014 FIRST QUARTER









 





  





CONSOLIDATED STATEMENTS OF CASH FLOWS
  (unaudited) 



	





 Three months ended March 31 ($ millions)	 	





2014	 	





2013	 	 
	








	





 Operating Activities	 	 	 	 	 	 
	








	Net earnings	 	1 485	 	1 094	 	 
	








	Adjustments for:	 	 	 	 	 	 
	








	 	Depreciation, depletion, amortization and impairment	 	1 140	 	999	 	 
	








	 	Deferred income taxes	 	2	 	257	 	 
	








	 	Accretion	 	51	 	48	 	 
	








	 	Unrealized foreign exchange loss on U.S. dollar denominated debt	 	357	 	168	 	 
	








	 	Change in fair value of derivative contracts	 	11	 	60	 	 
	








	 	Share-based compensation	 	(54	)	(117	)	 
	








	 	Exploration	 	22	 	37	 	 
	









	 	Settlement of decommissioning and restoration liabilities	 	(110	)	(187	)	 
	








	 	Other	 	(24	)	(75	)	 
	








	(Increase) decrease in non-cash working capital	 	(1 147	)	290	 	 
	








	Cash flow provided by operating activities	 	1 733	 	2 574	 	 
	








	





 Investing Activities	 	 	 	 	 	 
	








	Capital and exploration expenditures	 	(1 490	)	(1 485	)	 
	








	Acquisitions (note 10)	 	—	 	(515	)	 
	








	Proceeds from disposal of assets	 	16	 	4	 	 
	








	Other investments	 	(9	)	(4	)	 
	








	Decrease (increase) in non-cash working capital	 	15	 	(2	)	 
	








	Cash flow used in investing activities	 	(1 468	)	(2 002	)	 
	








	





 Financing Activities	 	 	 	 	 	 
	








	Net change in short-term debt	 	—	 	190	 	 
	








	Net change in long-term debt	 	(5	)	(4	)	 
	








	Issuance of common shares under share option plans	 	53	 	41	 	 
	








	Purchase of common shares for cancellation (note 6)	 	(384	)	(405	)	 
	








	Dividends paid on common shares	 	(338	)	(197	)	 
	








	Cash flow used in financing activities	 	(674	)	(375	)	 
	









	






 (Decrease) increase in Cash and Cash Equivalents	
 	

(409	
)	

197	
 	

 
	








	Effect of foreign exchange on cash and cash equivalents	 	53	 	9	 	 
	








	Cash and cash equivalents at beginning of period	 	5 202	 	4 385	 	 
	









	





 Cash and Cash Equivalents at End of Period	 	4 846	 	4 591	 	 
	









	






 Supplementary Cash Flow Information	
 	

 	
 	

 	
 	

 
	








	Interest paid	 	72	 	73	 	 
	








	Income taxes paid	 	1 125	 	557	 	 
	













See
accompanying notes to the interim consolidated financial statements. 








SUNCOR ENERGY INC. 2014 FIRST
QUARTER   





39








 







 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
  (unaudited) 



	





 ($ millions)	 	





Share

Capital	 	





Contributed

Surplus	 	





Foreign

Currency

Translation	 	





Cash Flow

Hedges	 	





Retained

Earnings	 	






Total	 	





Number of

Common

Shares

(thousands)	 	 
	







	 	








	At December 31, 2012	 	19 945	 	579	 	(223	)	13	 	18 901	 	39 215	 	1 523 057	 	 
	







	 	









	Net earnings	 	—	 	—	 	—	 	—	 	1 094	 	1 094	 	—	 	 
	







	 	








	Foreign currency translation adjustment	 	—	 	—	 	19	 	—	 	—	 	19	 	—	 	 
	







	 	








	Actuarial gain on employee retirement benefit plans,

net of income taxes of $20	 	—	 	—	 	—	 	—	 	57	 	57	 	—	 	 
	







	 	








	Total comprehensive income	 	—	 	—	 	19	 	—	 	1 151	 	1 170	 	—	 	 
	







	 	








	Issued under share option plans	 	67	 	(28	)	—	 	—	 	—	 	39	 	2 126	 	 
	







	 	








	Issued under dividend reinvestment plan	 	7	 	—	 	—	 	—	 	(7	)	—	 	—	 	 
	







	 	








	Purchase of common shares for cancellation	 	(168	)	—	 	—	 	—	 	(237	)	(405	)	(12 840	)	 
	







	 	









	Change in liability for share purchase commitment	 	(22	)	—	 	—	 	—	 	(25	)	(47	)	—	 	 
	







	 	








	Share-based compensation	 	—	 	21	 	—	 	—	 	—	 	21	 	—	 	 
	







	 	








	Dividends paid on common shares	 	—	 	—	 	—	 	—	 	(197	)	(197	)	—	 	 
	







	 	








	At March 31, 2013	 	19 829	 	572	 	(204	)	13	 	19 586	 	39 796	 	1 512 343	 	 
	







	 	








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	







	 	








	At December 31, 2013	 	19 395	 	598	 	102	 	13	 	21 072	 	41 180	 	1 478 315	 	 
	







	 	









	Net earnings	 	—	 	—	 	—	 	—	 	1 485	 	1 485	 	—	 	 
	







	 	








	Foreign currency translation adjustment	 	—	 	—	 	192	 	—	 	—	 	192	 	—	 	 
	







	 	








	Actuarial loss on employee

retirement benefit plans,

net of income taxes of $20	 	—	 	—	 	—	 	—	 	(60	)	(60	)	—	 	 
	







	 	








	Total comprehensive income	 	—	 	—	 	192	 	—	 	1 425	 	1 617	 	—	 	 
	







	 	








	Issued under share option plans	 	61	 	(3	)	—	 	—	 	—	 	58	 	1 740	 	 
	







	 	








	Issued under dividend reinvestment plan	 	6	 	—	 	—	 	—	 	(6	)	—	 	—	 	 
	







	 	








	Purchase of common shares for cancellation (note 6)	 	(137	)	—	 	—	 	—	 	(247	)	(384	)	(10 454	)	 
	







	 	








	Change in liability for share purchase commitment	 	40	 	—	 	—	 	—	 	67	 	107	 	—	 	 
	







	 	








	Share-based compensation	 	—	 	18	 	—	 	—	 	—	 	18	 	—	 	 
	







	 	








	Dividends paid on common shares	 	—	 	—	 	—	 	—	 	(338	)	(338	)	—	 	 
	







	 	








	At March 31, 2014	 	19 365	 	613	 	294	 	13	 	21 973	 	42 258	 	1 469 601	 	 
	







	 	













See
accompanying notes to the interim consolidated financial statements. 








40   SUNCOR ENERGY
INC. 2014 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 jointly controlled entities. 


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, 2013. 


The
policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as at April 28, 2014, the date the Audit Committee approved these
statements on behalf of the Board of Directors. 








 (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, 2013, except for the retrospective adoption of the following interpretation effective January 1, 2014: 


International
Financial Reporting Interpretation Committee 21 Levies clarified that an entity recognizes a liability for a levy when the activity that
triggers payment occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarified that no liability should be anticipated before the minimum threshold is reached.
The adoption of this interpretation did not have an impact to the company's condensed interim consolidated financial statements. 








(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, 2013. 








 SUNCOR ENERGY INC. 2014 FIRST
QUARTER   





 41







 

 
 








 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. 



	





 Three months ended March 31	 	





Oil Sands	 	





Exploration and

Production	 	





Refining and

Marketing	 	





Corporate,

Energy Trading

and Eliminations	 	





Total	 	 
	





($ millions)	 	





2014	 	





2013	 	





2014	 	





2013	 	





2014	 	





2013	 	





2014	 	





2013	 	





2014	 	





2013	 	 
	








	Revenues and Other Income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	









	Gross revenues	 	2 700	 	2 122	 	1 229	 	1 656	 	6 742	 	6 521	 	26	 	31	 	10 697	 	10 330	 	 
	








	Intersegment revenues	 	1 190	 	921	 	212	 	116	 	18	 	60	 	(1 420	)	(1 097	)	—	 	—	 	 
	








	Less: Royalties	 	(192	)	(173	)	(163	)	(314	)	—	 	—	 	—	 	—	 	(355	)	(487	)	 
	








	Operating revenues, net of royalties	 	3 698	 	2 870	 	1 278	 	1 458	 	6 760	 	6 581	 	(1 394	)	(1 066	)	10 342	 	9 843	 	 
	








	Other income	 	9	 	—	 	2	 	33	 	7	 	12	 	117	 	128	 	135	 	173	 	 
	








	 	 	3 707	 	2 870	 	1 280	 	1 491	 	6 767	 	6 593	 	(1 277	)	(938	)	10 477	 	10 016	 	 
	








	Expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	








	Purchases of crude oil and products	 	54	 	120	 	152	 	128	 	4 823	 	4 796	 	(1 328	)	(985	)	3 701	 	4 059	 	 
	








	Operating, selling and general	 	1 529	 	1 397	 	153	 	161	 	639	 	543	 	193	 	170	 	2 514	 	2 271	 	 
	








	Transportation	 	140	 	85	 	26	 	29	 	71	 	57	 	(10	)	(11	)	227	 	160	 	 
	








	Depreciation, depletion, amortization and impairment	 	669	 	545	 	299	 	304	 	152	 	120	 	20	 	30	 	1 140	 	999	 	 
	








	Exploration	 	75	 	74	 	51	 	56	 	—	 	—	 	—	 	—	 	126	 	130	 	 
	








	Project start-up costs	 	—	 	1	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	1	 	 
	








	Voyageur upgrader project charges	 	—	 	176	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	176	 	 
	









	Financing expenses	 	28	 	32	 	9	 	7	 	2	 	1	 	432	 	289	 	471	 	329	 	 
	








	 	 	2 495	 	2 430	 	690	 	685	 	5 687	 	5 517	 	(693	)	(507	)	8 179	 	8 125	 	 
	








	Earnings (Loss) before Income Taxes	 	1 212	 	440	 	590	 	806	 	1 080	 	1 076	 	(584	)	(431	)	2 298	 	1 891	 	 
	








	Income Taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	








	Current	 	298	 	1	 	328	 	420	 	285	 	104	 	(100	)	15	 	811	 	540	 	 
	








	Deferred	 	15	 	113	 	(32	)	32	 	8	 	190	 	11	 	(78	)	2	 	257	 	 
	








	 	 	313	 	114	 	296	 	452	 	293	 	294	 	(89	)	(63	)	813	 	797	 	 
	








	Net Earnings (Loss)	 	899	 	326	 	294	 	354	 	787	 	782	 	(495	)	(368	)	1 485	 	1 094	 	 
	








	Capital and Exploration Expenditures	 	911	 	1 036	 	444	 	360	 	105	 	78	 	30	 	11	 	1 490	 	1 485	 	 
	



















42   SUNCOR ENERGY
INC. 2014 FIRST QUARTER







 


 
 







 4. OTHER INCOME


Other income consists of the following: 



	 	 	





 Three months ended

March 31	 	 
	





($ millions)	 	





2014	 	





2013	 	 
	








	Energy trading activities	 	 	 	 	 	 
	








	 	Change in fair value of contracts	 	112	 	31	 	 
	








	 	Gains on inventory valuation	 	5	 	87	 	 
	








	Risk management activities	 	(6	)	(1	)	 
	








	Investment and interest income	 	27	 	25	 	 
	








	Renewable energy grants	 	6	 	7	 	 
	








	Change in value of pipeline commitments and other	 	(9	)	24	 	 
	









	 	 	135	 	173	 	 
	













 
 







5. 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)	 	






2014	 	





2013	 
	








	Equity-settled plans	 	18	 	21	 
	








	Cash-settled plans	 	101	 	20	 
	








	 	 	119	 	41	 
	













 
 







6. NORMAL COURSE ISSUER BID


Pursuant to the company's normal course issuer bid (the 2012 NCIB) that commenced in the third quarter of 2012, the company repurchased a total of
38.9 million common shares for total consideration of $1.2 billion. Under the 2012 NCIB, the company repurchased 25.1 million common shares during 2013 for total consideration of
$781 million. 


On
August 5, 2013, the company commenced a new normal course issuer bid (the 2013 NCIB) through the facilities of the Toronto Stock Exchange, New York Stock Exchange and/or
alternative trading platforms. The 2013 NCIB was amended on February 21, 2014 to permit the company to purchase for cancellation additional shares. Pursuant to the 2013 NCIB, the company is
permitted to purchase for cancellation up to approximately $2.8 billion worth of its common shares between August 5, 2013 and August 4, 2014, of which the company had repurchased
a total of 34.9 million common shares for a total consideration of $1.28 billion as at March 31, 2014. 


The
following table summarizes the share repurchase activities during the period: 



	





  	 	





Three months ended

March 31	 
	





($ millions, except as noted)	 	





2014	 	





2013	 
	








	Share repurchase activities 






 (thousands of common shares)	 	 	 	 	 
	 	Shares repurchased	 	10 454	 	12 840	 
	








	Amounts charged to	 	 	 	 	 
	








	 	Share capital	 	137	 	168	 
	








	 	Retained earnings	 	247	 	237	 
	








	Share repurchase cost	 	384	 	405	 
	


















SUNCOR ENERGY INC. 2014 FIRST
QUARTER   





43







 

Under an automatic repurchase plan agreement with an independent broker, the company has recorded the following amounts for share repurchases that may take
place during its internal blackout period: 



	





 ($ millions)	 	





Mar 31

2014	 	





Dec 31

2013	 
	








	Amounts charged to	 	 	 	 	 
	








	 	Share capital	 	68	 	108	 
	








	 	Retained earnings	 	131	 	198	 
	








	Liability for share purchase commitment	 	199	 	306	 
	













 
 







7. FINANCING EXPENSES



	





  	 	





Three months ended

March 31	 	 
	





($ millions)	 	





2014	 	





2013	 	 
	








	Interest on debt	 	183	 	177	 	 
	








	Capitalized interest	 	(108	)	(96	)	 
	








	 	Interest expense	 	75	 	81	 	 
	








	 	Interest on pension and other post-retirement benefits	 	14	 	17	 	 
	








	 	Accretion	 	51	 	48	 	 
	








	 	Foreign exchange loss on U.S. dollar denominated debt	 	357	 	168	 	 
	








	 	Foreign exchange and other	 	(26	)	15	 	 
	








	 	 	471	 	329	 	 
	













 
 







8. EARNINGS PER COMMON SHARE



	 	 	





 Three months ended

March 31	 	 
	





($ millions)	 	





2014	 	





2013	 	 
	








	Net earnings	 	1 485	 	1 094	 	 
	








	Dilutive impact of accounting for awards as equity-settled(1)	 	—	 	(10	)	 
	








	Net earnings – diluted	 	1 485	 	1 084	 	 
	








	






 (millions of common shares)	
 	

 	
 	

 	
 	

 
	








	Weighted average number of common shares	 	1 471	 	1 519	 	 
	








	Dilutive securities:	 	 	 	 	 	 
	








	 	Effect of share options	 	2	 	2	 	 
	








	Weighted average number of diluted common shares	 	1 473	 	1 521	 	 
	








	






 (dollars per common share)	
 	

 	
 	

 	
 	

 
	








	Basic earnings per share	 	1.01	 	0.72	 	 
	








	Diluted earnings per share	 	1.01	 	0.71	 	 
	












	(1)
	Cash
payment alternatives are accounted for as cash-settled plans. As these awards can be exchanged for common shares of the company, they are considered potentially dilutive and are
included in the calculation of the company's diluted net earnings per share if they have a dilutive impact in the period. Accounting for these awards as equity-settled was determined to have a
dilutive impact for the three months ended March 31, 2013. 









 44   SUNCOR ENERGY
INC. 2014 FIRST QUARTER







 


 
 







 9. FINANCIAL INSTRUMENTS








Fair Value Hierarchy


The following table presents the company's financial instruments measured at fair value for each hierarchy level as at March 31, 2014. 



	





 ($ millions)	 	





Level 1	 	





Level 2	 	






Level 3	 	





Total Fair

Value	 	 
	








	Accounts receivable	 	311	 	62	 	—	 	373	 	 
	








	Accounts payable	 	(407	)	(116	)	—	 	(523	)	 
	









	 	 	(96	)	(54	)	—	 	(150	)	 
	













During the first quarter of 2014, 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. 


At
March 31, 2014, the carrying value of fixed-term debt accounted for under amortized cost was $9.9 billion (December 31,
2013 – $9.6 billion) and the fair value was $11.9 billion (December 31, 2013 – $11.2 billion).
The estimated fair value of long-term debt is based on pricing sourced from market data. 



 
 







 10. VOYAGEUR UPGRADER PROJECT


Effective March 27, 2013, the company acquired Total E&P Canada Ltd.'s (Total E&P) interest in Voyageur Upgrader Limited Partnership (VULP) for
$515 million and gained full control over the partnership assets. The transaction was accounted for as a business combination. 


As
VULP was in the development stage and therefore had no revenues and the majority of costs were capitalized, no significant net earnings were generated. 



The
fair value of consideration transferred and the assets acquired and liabilities assumed at the date of acquisition are summarized below: 



	





 ($ millions)	 	 	 	 
	








	Total purchase price	 	515	 	 
	








	Allocation of purchase price:	 	 	 	 
	








	Property, plant and equipment	 	374	 	 
	








	Deferred income taxes	 	312	 	 
	








	Decommissioning and restoration provisions	 	(81	)	 
	








	Contracts and liabilities acquired	 	(90	)	 
	








	Net assets acquired	 	515	 	 
	













The fair value attributed to the property, plant and equipment acquired was based on an expected future cash flow approach for assets expected to be retained,
with a risk-adjusted discount rate of 10%. For assets expected to be sold, the fair value was determined based on management's best estimate of the recoverable amount. 


The
fair value of the decommissioning and restoration provisions was determined based on management's best estimate of the costs to complete the reclamation activities, the timing of cash outflows,
method of reclamation, the discount rate and management's anticipated use of the area in the future. 



Following
the acquisition, the company announced that it was not proceeding with the Voyageur upgrader project. The decision was a result of a joint strategic and economic review launched by the
company and its co-owner, Total E&P, in response to a change in market conditions that challenged the economics of the project. As a result, a charge of $176 million was recorded to net
earnings during the first quarter of 2013 related to not proceeding with the upgrading portion of the project. In the fourth quarter of 2013, an adjustment of $94 million was recorded to reduce
the previously estimated costs, resulting in a net charge of $82 million. 








 SUNCOR ENERGY INC. 2014 FIRST
QUARTER   





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 11. SALE OF NATURAL GAS BUSINESS


During the third quarter of 2013, the company sold a significant portion of its natural gas business for $1.0 billion before closing adjustments and
other closing costs. An after-tax gain of $130 million was recorded in the Exploration and Production segment upon closing of the sale. 


 
 








 12. COMMITMENTS


During the first quarter of 2014, the company increased its commitments by approximately $0.9 billion in support of the company's market access strategy
and activities to expand its storage and logistics network. 








46   SUNCOR ENERGY
INC. 2014 FIRST QUARTER











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Exhibit 4.5



1. REPORTING ENTITY AND DESCRIPTION OF THE BUSINESS

2. BASIS OF PREPARATION

3. SEGMENTED INFORMATION

4. OTHER INCOME

5. SHARE-BASED COMPENSATION

6. NORMAL COURSE ISSUER BID

7. FINANCING EXPENSES

8. EARNINGS PER COMMON SHARE

9. FINANCIAL INSTRUMENTS

10. VOYAGEUR UPGRADER PROJECT

11. SALE OF NATURAL GAS BUSINESS

12. COMMITMENTS