EX-4.5 3 a2209566zex-4_5.htm EX-4.5

Exhibit 4.5

Consolidated Statements of Comprehensive Income
(unaudited)

|  |  | Three months ended March 31 |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |
Revenues and Other Income |  |  |  |  |  |  |  |
| Operating revenues, net of royalties (note 3) |  |  | 9 653 |  |  | 8 943 |  |
| Other income (note 4) |  |  | 105 |  |  | 132 |  |
|  |  | 9 758 |  |  | 9 075 |  |
Expenses |  |  |  |  |  |  |  |
| Purchases of crude oil and products |  |  | 3 996 |  |  | 3 489 |  |
| Operating, selling and general |  |  | 2 454 |  |  | 2 291 |  |
| Transportation |  |  | 156 |  |  | 167 |  |
| Depreciation, depletion, amortization and impairment |  |  | 947 |  |  | 785 |  |
| Exploration |  |  | 45 |  |  | 58 |  |
| Loss (gain) on disposal of assets |  |  | (31 | ) |  | 251 |  |
| Project start-up costs |  |  | 1 |  |  | 37 |  |
| Financing expenses (income) (note 7) |  |  | (82 | ) |  | (49 | ) |
|  |  | 7 486 |  |  | 7 029 |  |
Earnings before Income Taxes |  |  | 2 272 |  |  | 2 046 |  |
Income Taxes |  |  |  |  |  |  |  |
| Current |  |  | 497 |  |  | 416 |  |
| Deferred (note 8) |  |  | 318 |  |  | 602 |  |
|  |  | 815 |  |  | 1 018 |  |
Net Earnings |  |  | 1 457 |  |  | 1 028 |  |
Other Comprehensive Income (Loss) |  |  |  |  |  |  |  |
| Foreign currency translation adjustment |  |  | (50 | ) |  | 37 |  |
| Foreign currency translation reclassified to net earnings |  |  | — |  |  | 14 |  |
| Actuarial gain (loss) on employee retirement benefit plans, net of income taxes of $9 (2011 – $4) |  |  | (9 | ) |  | 18 |  |
Other Comprehensive Income (Loss) |  |  | (59 | ) |  | 69 |  |
Total Comprehensive Income |  |  | 1 398 |  |  | 1 097 |  |
Per Common Share (dollars) (note 9) |  |  |  |  |  |  |  |
| Net earnings – basic |  |  | 0.93 |  |  | 0.65 |  |
| Net earnings – diluted |  |  | 0.93 |  |  | 0.65 |  |
| Cash dividends |  |  | 0.11 |  |  | 0.10 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
2012 First Quarter 043

Consolidated Balance Sheets
(unaudited)

($ millions) |  |  | Mar 31 2012 |  |  | Dec 31 2011 |  |
Assets |  |  |  |  |  |  |  |
| Current assets |  |  |  |  |  |  |  |
|  | Cash and cash equivalents |  |  | 4 648 |  |  | 3 803 |  |
|  | Accounts receivable |  |  | 5 015 |  |  | 5 412 |  |
|  | Inventories |  |  | 3 716 |  |  | 4 205 |  |
|  | Income taxes receivable |  |  | 670 |  |  | 704 |  |
| Total current assets |  |  | 14 049 |  |  | 14 124 |  |
| Property, plant and equipment, net |  |  | 53 769 |  |  | 52 589 |  |
| Exploration and evaluation |  |  | 3 940 |  |  | 4 554 |  |
| Other assets |  |  | 314 |  |  | 311 |  |
| Goodwill and other intangible assets |  |  | 3 137 |  |  | 3 139 |  |
| Deferred income taxes |  |  | 64 |  |  | 60 |  |
Total assets |  |  | 75 273 |  |  | 74 777 |  |
Liabilities and Shareholders' Equity |  |  |  |  |  |  |  |
| Current liabilities |  |  |  |  |  |  |  |
|  | Short-term debt |  |  | 749 |  |  | 763 |  |
|  | Current portion of long-term debt |  |  | 12 |  |  | 12 |  |
|  | Accounts payable and accrued liabilities |  |  | 6 947 |  |  | 7 755 |  |
|  | Current portion of provisions |  |  | 1 082 |  |  | 811 |  |
|  | Income taxes payable |  |  | 1 077 |  |  | 969 |  |
| Total current liabilities |  |  | 9 867 |  |  | 10 310 |  |
| Long-term debt |  |  | 9 853 |  |  | 10 004 |  |
| Other long-term liabilities |  |  | 2 188 |  |  | 2 392 |  |
| Provisions |  |  | 3 620 |  |  | 3 752 |  |
| Deferred income taxes |  |  | 10 053 |  |  | 9 719 |  |
| Shareholders' equity |  |  | 39 692 |  |  | 38 600 |  |
| Total liabilities and shareholders' equity |  |  | 75 273 |  |  | 74 777 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
044 2012 First Quarter For more information about Suncor Energy, visit our website www.suncor.com

Consolidated Statements of Cash Flows
(unaudited)

|  |  | Three months ended March 31 |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |
Operating Activities |  |  |  |  |  |  |  |
Net earnings |  |  | 1 457 |  |  | 1 028 |  |
Adjustments for: |  |  |  |  |  |  |  |
| Depreciation, depletion, amortization and impairment |  |  | 947 |  |  | 785 |  |
| Deferred income taxes |  |  | 318 |  |  | 602 |  |
| Accretion |  |  | 46 |  |  | 38 |  |
| Unrealized foreign exchange gain on U.S. dollar denominated long-term debt |  |  | (146 | ) |  | (186 | ) |
| Change in fair value of derivative contracts |  |  | (39 | ) |  | (55 | ) |
| Loss (gain) on disposal of assets |  |  | (31 | ) |  | 251 |  |
| Share-based compensation |  |  | 45 |  |  | 173 |  |
| Exploration |  |  | — |  |  | 2 |  |
| Settlement of decommissioning and restoration liabilities |  |  | (166 | ) |  | (138 | ) |
| Other |  |  | (5 | ) |  | (107 | ) |
Decrease in non-cash working capital |  |  | 48 |  |  | 125 |  |
Cash flow provided by operating activities |  |  | 2 474 |  |  | 2 518 |  |
Investing Activities |  |  |  |  |  |  |  |
Capital and exploration expenditures |  |  | (1 478 | ) |  | (1 576 | ) |
Acquisitions |  |  | — |  |  | (842 | ) |
Proceeds from disposal of assets |  |  | 37 |  |  | 2 690 |  |
Other investments |  |  | — |  |  | 5 |  |
Decrease in non-cash working capital |  |  | 87 |  |  | 816 |  |
Cash flow provided by (used in) investing activities |  |  | (1 354 | ) |  | 1 093 |  |
Financing Activities |  |  |  |  |  |  |  |
Net change in short-term debt |  |  | (14 | ) |  | (1 232 | ) |
Net change in long-term debt |  |  | (5 | ) |  | (4 | ) |
Issuance of common shares under share option plans |  |  | 99 |  |  | 168 |  |
Purchase of common shares for cancellation (note 6) |  |  | (183 | ) |  | — |  |
Dividends paid on common shares |  |  | (167 | ) |  | (153 | ) |
Cash flow used in financing activities |  |  | (270 | ) |  | (1 221 | ) |
Increase in Cash and Cash Equivalents |  |  | 850 |  |  | 2 390 |  |
Effect of foreign exchange on cash and cash equivalents |  |  | (5 | ) |  | (2 | ) |
Cash and cash equivalents at beginning of period |  |  | 3 803 |  |  | 1 077 |  |
Cash and Cash Equivalents at End of Period |  |  | 4 648 |  |  | 3 465 |  |
Supplementary Cash Flow Information |  |  |  |  |  |  |  |
Interest paid |  |  | 64 |  |  | 101 |  |
Income taxes paid |  |  | 368 |  |  | 308 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
2012 First Quarter 045

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, 2010 |  |  | 20 188 |  |  | 507 |  |  | (451 | ) |  | 14 |  |  | 14 934 |  |  | 35 192 |  |  | 1 565 489 |  |
Net earnings |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1 028 |  |  | 1 028 |  |  | — |  |
Foreign currency translation adjustment |  |  | — |  |  | — |  |  | 51 |  |  | — |  |  | — |  |  | 51 |  |  | — |  |
Actuarial gain on employee retirement benefit plans |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 18 |  |  | 18 |  |  | — |  |
Total comprehensive income |  |  | — |  |  | — |  |  | 51 |  |  | — |  |  | 1 046 |  |  | 1 097 |  |  | — |  |
Issued under share option plans |  |  | 262 |  |  | (41 | ) |  | — |  |  | — |  |  | — |  |  | 221 |  |  | 7 405 |  |
Issued under dividend reinvestment plan |  |  | 4 |  |  | — |  |  | — |  |  | — |  |  | (4 | ) |  | — |  |  | 99 |  |
Share-based compensation |  |  | — |  |  | 43 |  |  | — |  |  | — |  |  | — |  |  | 43 |  |  | — |  |
Dividends paid on common shares |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (153 | ) |  | (153 | ) |  | — |  |
At March 31, 2011 |  |  | 20 454 |  |  | 509 |  |  | (400 | ) |  | 14 |  |  | 15 823 |  |  | 36 400 |  |  | 1 572 993 |  |
At December 31, 2011 |  |  | 20 303 |  |  | 545 |  |  | (207 | ) |  | 14 |  |  | 17 945 |  |  | 38 600 |  |  | 1 558 636 |  |
Net earnings |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1 457 |  |  | 1 457 |  |  | — |  |
Foreign currency translation adjustment |  |  | — |  |  | — |  |  | (50 | ) |  | — |  |  | — |  |  | (50 | ) |  | — |  |
Actuarial loss on employee retirement benefit plans |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (9 | ) |  | (9 | ) |  | — |  |
Total comprehensive income |  |  | — |  |  | — |  |  | (50 | ) |  | — |  |  | 1 448 |  |  | 1 398 |  |  | — |  |
Issued under share option plans |  |  | 145 |  |  | (31 | ) |  | — |  |  | — |  |  | — |  |  | 114 |  |  | 5 428 |  |
Issued under dividend reinvestment plan |  |  | 6 |  |  | — |  |  | — |  |  | — |  |  | (6 | ) |  | — |  |  | 162 |  |
Purchase of common shares for cancellation (note 6) |  |  | (71 | ) |  | — |  |  | — |  |  | — |  |  | (112 | ) |  | (183 | ) |  | (5 466 | ) |
Liability for share purchase commitment (note 6) |  |  | (44 | ) |  | — |  |  | — |  |  | — |  |  | (66 | ) |  | (110 | ) |  | — |  |
Share-based compensation |  |  | — |  |  | 40 |  |  | — |  |  | — |  |  | — |  |  | 40 |  |  | — |  |
Dividends paid on common shares |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (167 | ) |  | (167 | ) |  | — |  |
At March 31, 2012 |  |  | 20 339 |  |  | 554 |  |  | (257 | ) |  | 14 |  |  | 19 042 |  |  | 39 692 |  |  | 1 558 760 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
046 2012 First Quarter For more information about Suncor Energy, visit our website www.suncor.com

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 consolidated interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles, specifically International Accounting Standard 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, 2011.

The policies applied in these condensed interim consolidated financial statements are based on International Financial Reporting Standards (IFRS) issued and outstanding as at April 30, 2012, 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, 2011. Those accounting policies have been applied consistently to all periods presented in these 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, 2011.

3. SEGMENTED INFORMATION

The company's operating segments are determined based on differences in the nature of their operations, products and services.

Intersegment sales of crude oil and natural gas are accounted for at market values and 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.
2012 First Quarter 047

|  |  | Three months ended March 31 |  |
|  |  | Oil Sands(1) |  |  | Exploration and Production |  |  | Refining and Marketing |  |  | Corporate, Energy Trading and Eliminations |  |  | Total |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |  | 2012 |  |  | 2011 |  |
Revenues and Other Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross revenues |  |  | 2 335 |  |  | 2 045 |  |  | 1 690 |  |  | 1 606 |  |  | 6 363 |  |  | 5 838 |  |  | 23 |  |  | 9 |  |  | 10 411 |  |  | 9 498 |  |
Intersegment revenues |  |  | 882 |  |  | 846 |  |  | 272 |  |  | 209 |  |  | 37 |  |  | 1 |  |  | (1 191 | ) |  | (1 056 | ) |  | — |  |  | — |  |
Less: Royalties |  |  | (280 | ) |  | (123 | ) |  | (478 | ) |  | (432 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (758 | ) |  | (555 | ) |
Operating revenues, net of royalties |  |  | 2 937 |  |  | 2 768 |  |  | 1 484 |  |  | 1 383 |  |  | 6 400 |  |  | 5 839 |  |  | (1 168 | ) |  | (1 047 | ) |  | 9 653 |  |  | 8 943 |  |
Other income |  |  | 3 |  |  | 1 |  |  | 41 |  |  | 3 |  |  | (2 | ) |  | 37 |  |  | 63 |  |  | 91 |  |  | 105 |  |  | 132 |  |
|  |  | 2 940 |  |  | 2 769 |  |  | 1 525 |  |  | 1 386 |  |  | 6 398 |  |  | 5 876 |  |  | (1 105 | ) |  | (956 | ) |  | 9 758 |  |  | 9 075 |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of crude oil and products |  |  | 48 |  |  | 51 |  |  | 132 |  |  | 120 |  |  | 5 012 |  |  | 4 295 |  |  | (1 196 | ) |  | (977 | ) |  | 3 996 |  |  | 3 489 |  |
Operating, selling and general |  |  | 1 517 |  |  | 1 320 |  |  | 193 |  |  | 236 |  |  | 569 |  |  | 575 |  |  | 175 |  |  | 160 |  |  | 2 454 |  |  | 2 291 |  |
Transportation |  |  | 72 |  |  | 85 |  |  | 30 |  |  | 32 |  |  | 48 |  |  | 59 |  |  | 6 |  |  | (9 | ) |  | 156 |  |  | 167 |  |
Depreciation, depletion, amortization and impairment |  |  | 440 |  |  | 311 |  |  | 360 |  |  | 354 |  |  | 111 |  |  | 102 |  |  | 36 |  |  | 18 |  |  | 947 |  |  | 785 |  |
Exploration |  |  | 40 |  |  | 40 |  |  | 5 |  |  | 18 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 45 |  |  | 58 |  |
Loss (gain) on disposal of assets |  |  | (29 | ) |  | 112 |  |  | — |  |  | 146 |  |  | (2 | ) |  | (6 | ) |  | — |  |  | (1 | ) |  | (31 | ) |  | 251 |  |
Project start-up costs |  |  | 1 |  |  | 37 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1 |  |  | 37 |  |
Financing expenses (income) |  |  | 29 |  |  | 18 |  |  | 43 |  |  | 25 |  |  | (1 | ) |  | 6 |  |  | (153 | ) |  | (98 | ) |  | (82 | ) |  | (49 | ) |
|  |  | 2 118 |  |  | 1 974 |  |  | 763 |  |  | 931 |  |  | 5 737 |  |  | 5 031 |  |  | (1 132 | ) |  | (907 | ) |  | 7 486 |  |  | 7 029 |  |
Earnings (Loss) before Income Taxes |  |  | 822 |  |  | 795 |  |  | 762 |  |  | 455 |  |  | 661 |  |  | 845 |  |  | 27 |  |  | (49 | ) |  | 2 272 |  |  | 2 046 |  |
Income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  | 2 |  |  | — |  |  | 437 |  |  | 388 |  |  | 37 |  |  | 15 |  |  | 21 |  |  | 13 |  |  | 497 |  |  | 416 |  |
Deferred |  |  | 213 |  |  | 190 |  |  | (7 | ) |  | 253 |  |  | 150 |  |  | 203 |  |  | (38 | ) |  | (44 | ) |  | 318 |  |  | 602 |  |
|  |  | 215 |  |  | 190 |  |  | 430 |  |  | 641 |  |  | 187 |  |  | 218 |  |  | (17 | ) |  | (31 | ) |  | 815 |  |  | 1 018 |  |
Net Earnings (Loss) |  |  | 607 |  |  | 605 |  |  | 332 |  |  | (186 | ) |  | 474 |  |  | 627 |  |  | 44 |  |  | (18 | ) |  | 1 457 |  |  | 1 028 |  |
Capital and Exploration Expenditures |  |  | 1 177 |  |  | 1 180 |  |  | 206 |  |  | 228 |  |  | 89 |  |  | 106 |  |  | 6 |  |  | 62 |  |  | 1 478 |  |  | 1 576 |  |

(1)
  During the first quarter of 2012, the company completed a review of the presentation of purchase and sale transactions in its Oil Sands segment. It was determined that certain transactions previously recorded on a gross basis are more appropriately reflected through net presentation.

  Prior period comparative figures have been reclassified for comparability with the current period presentation. The impact is as follows:

|  |  | Three months ended |  |
| ($ millions, increase/(decrease)) |  | March 31, 2011 |  |
| Gross revenues |  | (313 | ) |
| Purchases of crude oil and products |  | (313 | ) |
| Net earnings |  | — |  |

Suncor Energy Inc.
048 2012 First Quarter For more information about Suncor Energy, visit our website www.suncor.com

4. OTHER INCOME

Other Income consists of the following:

|  |  | Three months ended March 31 |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |
Risk management activities |  |  | (7 | ) |  | (18 | ) |
Energy trading activities |  |  |  |  |  |  |  |
| Change in fair value of contracts |  |  | 100 |  |  | 23 |  |
| Unrealized gains (losses) on inventory valuation |  |  | (19 | ) |  | 41 |  |
Investment and interest income |  |  | 18 |  |  | 72 |  |
Renewable energy grants |  |  | 9 |  |  | 12 |  |
Other |  |  | 4 |  |  | 2 |  |
|  |  | 105 |  |  | 132 |  |

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) |  |  | 2012 |  |  | 2011 |  |
Equity-settled plans |  |  | 40 |  |  | 43 |  |
Cash-settled plans |  |  | 112 |  |  | 228 |  |
|  |  | 152 |  |  | 271 |  |

6. NORMAL COURSE ISSUER BID

In February 2012, the company recommenced its Normal Course Issuer Bid (NCIB), and may purchase for cancellation an additional $1 billion of its common shares between February 28, 2012 and September 5, 2012.

During the quarter, the company purchased 5.5 million common shares for total consideration of $183 million. Of the amount paid, $71 million was charged to share capital and $112 million to retained earnings.

At March 31, 2012, the company recorded a liability of $110 million for share purchases that may take place during its internal trading blackout period under an automatic share purchase agreement with an independent broker. Of the liability recognized, $44 million was charged to share capital and $66 million to retained earnings.

During the third and fourth quarters of 2011, the company completed the purchase of 17.1 million shares for total consideration of $500 million under the NCIB announced in August 2011. Of the amount paid, $222 million was charged to share capital and $278 million to retained earnings.

Suncor Energy Inc.
2012 First Quarter 049

7. FINANCING EXPENSES (INCOME)

|  |  | Three months ended March 31 |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |
Interest on debt |  |  | 162 |  |  | 161 |  |
Capitalized interest |  |  | (158 | ) |  | (100 | ) |
| Interest expense |  |  | 4 |  |  | 61 |  |
| Accretion |  |  | 46 |  |  | 38 |  |
| Foreign exchange gain on U.S. dollar denominated long-term debt |  |  | (146 | ) |  | (186 | ) |
| Foreign exchange and other |  |  | 14 |  |  | 38 |  |
|  |  | (82 | ) |  | (49 | ) |

8. INCOME TAXES

In the first quarter of 2011, the U.K. government substantively enacted a 12% increase in the supplementary charge on U.K. oil and gas profits. Accordingly, the company recognized an increase in deferred tax expense of $442 million related to the revaluation of deferred income tax balances.

9. EARNINGS PER COMMON SHARE

|  |  | Three months ended March 31 |  |
($ millions) |  |  | 2012 |  |  | 2011 |  |
Net earnings |  |  | 1 457 |  |  | 1 028 |  |
(millions of common shares) |  |  |  |  |  |  |  |
Weighted-average number of common shares |  |  | 1 561 |  |  | 1 570 |  |
Dilutive securities: |  |  |  |  |  |  |  |
| Effect of share options |  |  | 6 |  |  | 11 |  |
Weighted-average number of diluted common shares |  |  | 1 567 |  |  | 1 581 |  |
(dollars per common share) |  |  |  |  |  |  |  |
Basic earnings per share |  |  | 0.93 |  |  | 0.65 |  |
Diluted earnings per share |  |  | 0.93 |  |  | 0.65 |  |

Suncor Energy Inc.
050 2012 First Quarter For more information about Suncor Energy, visit our website www.suncor.com