EX-99.3 4 a2217200zex-99_3.htm EXHIBIT 99.3
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EXHIBIT 99.3

Unaudited Consolidated Financial Statements for the third quarter ended September 30, 2013

Consolidated Statements of Comprehensive Income
(unaudited)

|  |  | Three months ended September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  |  |  |  | (restated – note 3) |  |  |  |  |  | (restated – note 3) |  |
Revenues and Other Income |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues, net of royalties (note 4) |  |  | 10 288 |  |  | 9 488 |  |  | 29 779 |  |  | 28 711 |  |
Other income (note 5) |  |  | 85 |  |  | 88 |  |  | 324 |  |  | 327 |  |
|  |  | 10 373 |  |  | 9 576 |  |  | 30 103 |  |  | 29 038 |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of crude oil and products |  |  | 4 603 |  |  | 4 124 |  |  | 13 101 |  |  | 12 612 |  |
Operating, selling and general |  |  | 2 318 |  |  | 2 265 |  |  | 6 924 |  |  | 6 723 |  |
Transportation |  |  | 205 |  |  | 171 |  |  | 573 |  |  | 491 |  |
Depreciation, depletion, amortization and impairment |  |  | 1 089 |  |  | 895 |  |  | 3 117 |  |  | 3 432 |  |
Exploration |  |  | 38 |  |  | 97 |  |  | 247 |  |  | 238 |  |
Gain on disposal of assets (note 16) |  |  | (133 | ) |  | (3 | ) |  | (134 | ) |  | (39 | ) |
Project start-up costs |  |  | 3 |  |  | 17 |  |  | 13 |  |  | 40 |  |
Voyageur upgrader project charges (note 15) |  |  | — |  |  | — |  |  | 176 |  |  | — |  |
Financing (income) expenses (note 9) |  |  | (65 | ) |  | (241 | ) |  | 709 |  |  | (73 | ) |
|  |  | 8 058 |  |  | 7 325 |  |  | 24 726 |  |  | 23 424 |  |
Earnings before Income Taxes |  |  | 2 315 |  |  | 2 251 |  |  | 5 377 |  |  | 5 614 |  |
Income Taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  | 627 |  |  | 319 |  |  | 1 519 |  |  | 1 245 |  |
Deferred |  |  | (6 | ) |  | 388 |  |  | 390 |  |  | 1 055 |  |
|  |  | 621 |  |  | 707 |  |  | 1 909 |  |  | 2 300 |  |
Net Earnings |  |  | 1 694 |  |  | 1 544 |  |  | 3 468 |  |  | 3 314 |  |
Other Comprehensive (Loss) Income |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | (55 | ) |  | (135 | ) |  | 136 |  |  | (116 | ) |
Cash flow hedges reclassified to net earnings |  |  | — |  |  | (1 | ) |  | — |  |  | (1 | ) |
Actuarial (loss) gain on employee retirement benefit plans, net of income taxes (note 13) |  |  | (33 | ) |  | (54 | ) |  | 353 |  |  | (178 | ) |
Other Comprehensive (Loss) Income |  |  | (88 | ) |  | (190 | ) |  | 489 |  |  | (295 | ) |
Total Comprehensive Income |  |  | 1 606 |  |  | 1 354 |  |  | 3 957 |  |  | 3 019 |  |
Per Common Share (dollars) (notes 3 and 11) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net earnings – basic |  |  | 1.13 |  |  | 1.01 |  |  | 2.30 |  |  | 2.14 |  |
Net earnings – diluted |  |  | 1.13 |  |  | 1.00 |  |  | 2.30 |  |  | 2.13 |  |
Cash dividends |  |  | 0.20 |  |  | 0.13 |  |  | 0.53 |  |  | 0.37 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
056 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

Consolidated Balance Sheets
(unaudited)

($ millions) |  |  | Sept 30 2013 |  |  | Dec 31 2012 |  |
|  |  |  |  |  | (restated – note 3) |  |
Assets |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |
Cash and cash equivalents |  |  | 5 340 |  |  | 4 385 |  |
Accounts receivable |  |  | 4 826 |  |  | 5 201 |  |
Inventories |  |  | 4 249 |  |  | 3 697 |  |
Income taxes receivable |  |  | 621 |  |  | 799 |  |
Total current assets |  |  | 15 036 |  |  | 14 082 |  |
Property, plant and equipment, net (notes 15 and 16) |  |  | 55 755 |  |  | 55 434 |  |
Exploration and evaluation |  |  | 3 363 |  |  | 3 284 |  |
Other assets |  |  | 427 |  |  | 419 |  |
Goodwill and other intangible assets |  |  | 3 094 |  |  | 3 104 |  |
Deferred income taxes |  |  | 86 |  |  | 78 |  |
Total assets |  |  | 77 761 |  |  | 76 401 |  |
Liabilities and Shareholders' Equity |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |
Short-term debt |  |  | 771 |  |  | 775 |  |
Current portion of long-term debt |  |  | 31 |  |  | 311 |  |
Accounts payable and accrued liabilities |  |  | 6 952 |  |  | 6 446 |  |
Current portion of provisions (note 12) |  |  | 1 311 |  |  | 856 |  |
Income taxes payable |  |  | 1 300 |  |  | 1 165 |  |
Total current liabilities |  |  | 10 365 |  |  | 9 553 |  |
Long-term debt |  |  | 10 331 |  |  | 9 938 |  |
Other long-term liabilities (note 13) |  |  | 1 820 |  |  | 2 319 |  |
Provisions (note 12) |  |  | 3 516 |  |  | 4 932 |  |
Deferred income taxes |  |  | 10 597 |  |  | 10 444 |  |
Shareholders' equity |  |  | 41 132 |  |  | 39 215 |  |
Total liabilities and shareholders' equity |  |  | 77 761 |  |  | 76 401 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
2013 Third Quarter 057

Consolidated Statements of Cash Flows
(unaudited)

|  |  | Three months ended September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Operating Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net earnings |  |  | 1 694 |  |  | 1 544 |  |  | 3 468 |  |  | 3 314 |  |
Adjustments for: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, depletion, amortization and impairment |  |  | 1 089 |  |  | 895 |  |  | 3 117 |  |  | 3 432 |  |
Deferred income taxes |  |  | (6 | ) |  | 388 |  |  | 390 |  |  | 1 055 |  |
Accretion |  |  | 50 |  |  | 45 |  |  | 148 |  |  | 137 |  |
Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt |  |  | (157 | ) |  | (289 | ) |  | 301 |  |  | (272 | ) |
Change in fair value of derivative contracts |  |  | (151 | ) |  | 17 |  |  | (63 | ) |  | 30 |  |
Gain on disposal of assets |  |  | (133 | ) |  | (3 | ) |  | (134 | ) |  | (39 | ) |
Share-based compensation |  |  | 195 |  |  | 190 |  |  | 133 |  |  | 171 |  |
Exploration |  |  | 8 |  |  | 65 |  |  | 59 |  |  | 124 |  |
Settlement of decommissioning and restoration liabilities |  |  | (84 | ) |  | (89 | ) |  | (342 | ) |  | (345 | ) |
Other |  |  | 23 |  |  | (20 | ) |  | (15 | ) |  | (102 | ) |
(Increase) decrease in non-cash working capital |  |  | (8 | ) |  | (360 | ) |  | 702 |  |  | 178 |  |
Cash flow provided by operating activities |  |  | 2 520 |  |  | 2 383 |  |  | 7 764 |  |  | 7 683 |  |
Investing Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital and exploration expenditures |  |  | (1 539 | ) |  | (1 670 | ) |  | (5 004 | ) |  | (4 754 | ) |
Acquisitions (note 15) |  |  | — |  |  | — |  |  | (515 | ) |  | — |  |
Proceeds from disposal of assets (note 16) |  |  | 904 |  |  | 15 |  |  | 910 |  |  | 58 |  |
Other investments |  |  | (9 | ) |  | (2 | ) |  | (15 | ) |  | (6 | ) |
(Increase) decrease in non-cash working capital |  |  | (12 | ) |  | 92 |  |  | (184 | ) |  | 142 |  |
Cash flow used in investing activities |  |  | (656 | ) |  | (1 565 | ) |  | (4 808 | ) |  | (4 560 | ) |
Financing Activities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net change in short-term debt |  |  | (42 | ) |  | (24 | ) |  | (28 | ) |  | (22 | ) |
Net change in long-term debt |  |  | — |  |  | (5 | ) |  | 149 |  |  | (12 | ) |
Repayment of long-term debt |  |  | (312 | ) |  | — |  |  | (312 | ) |  | — |  |
Issuance of common shares under share option plans |  |  | 36 |  |  | 12 |  |  | 80 |  |  | 179 |  |
Purchase of common shares for cancellation, net of option premiums (note 8) |  |  | (426 | ) |  | (312 | ) |  | (1 125 | ) |  | (1 043 | ) |
Dividends paid on common shares |  |  | (299 | ) |  | (196 | ) |  | (798 | ) |  | (561 | ) |
Cash flow used in financing activities |  |  | (1 043 | ) |  | (525 | ) |  | (2 034 | ) |  | (1 459 | ) |
Increase in Cash and Cash Equivalents |  |  | 821 |  |  | 293 |  |  | 922 |  |  | 1 664 |  |
Effect of foreign exchange on cash and cash equivalents |  |  | (11 | ) |  | (16 | ) |  | 33 |  |  | (7 | ) |
Cash and cash equivalents at beginning of period |  |  | 4 530 |  |  | 5 161 |  |  | 4 385 |  |  | 3 781 |  |
Cash and Cash Equivalents at End of Period |  |  | 5 340 |  |  | 5 438 |  |  | 5 340 |  |  | 5 438 |  |
Supplementary Cash Flow Information |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest paid |  |  | 70 |  |  | 65 |  |  | 421 |  |  | 382 |  |
Income taxes paid |  |  | 399 |  |  | 474 |  |  | 1 083 |  |  | 1 095 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
058 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

Consolidated Statements of Changes in Shareholders' Equity
(unaudited)

($ millions) |  |  | Share Capital |  |  | Contributed Surplus |  |  | Foreign Currency Translation |  |  | Cash Flow Hedges |  |  | Retained Earnings |  |  | Total (restated – note 3) |  |  | Number of Common Shares (thousands) |  |
At December 31, 2011 |  |  | 20 303 |  |  | 545 |  |  | (207 | ) |  | 14 |  |  | 17 937 |  |  | 38 592 |  |  | 1 558 636 |  |
Net earnings |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3 314 |  |  | 3 314 |  |  | — |  |
Foreign currency translation adjustment |  |  | — |  |  | — |  |  | (116 | ) |  | — |  |  | — |  |  | (116 | ) |  | — |  |
Net changes in cash flow hedges |  |  | — |  |  | — |  |  | — |  |  | (1 | ) |  | — |  |  | (1 | ) |  | — |  |
Actuarial loss on employee retirement benefit plans, net of income taxes of $88 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (178 | ) |  | (178 | ) |  | — |  |
Total comprehensive income |  |  | — |  |  | — |  |  | (116 | ) |  | (1 | ) |  | 3 136 |  |  | 3 019 |  |  | — |  |
Issued under share option plans |  |  | 240 |  |  | (44 | ) |  | — |  |  | — |  |  | — |  |  | 196 |  |  | 10 086 |  |
Issued under dividend reinvestment plan |  |  | 12 |  |  | — |  |  | — |  |  | — |  |  | (12 | ) |  | — |  |  | 391 |  |
Purchase of common shares for cancellation, net of option premiums |  |  | (447 | ) |  | — |  |  | — |  |  | — |  |  | (596 | ) |  | (1 043 | ) |  | (34 385 | ) |
Liability for share purchase commitment |  |  | (121 | ) |  | — |  |  | — |  |  | — |  |  | (179 | ) |  | (300 | ) |  | — |  |
Share-based compensation |  |  | — |  |  | 78 |  |  | — |  |  | — |  |  | — |  |  | 78 |  |  | — |  |
Dividends paid on common shares |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (561 | ) |  | (561 | ) |  | — |  |
At September 30, 2012 |  |  | 19 987 |  |  | 579 |  |  | (323 | ) |  | 13 |  |  | 19 725 |  |  | 39 981 |  |  | 1 534 728 |  |
At December 31, 2012 |  |  | 19 945 |  |  | 579 |  |  | (223 | ) |  | 13 |  |  | 18 901 |  |  | 39 215 |  |  | 1 523 057 |  |
Net earnings |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3 468 |  |  | 3 468 |  |  | — |  |
Foreign currency translation adjustment |  |  | — |  |  | — |  |  | 136 |  |  | — |  |  | — |  |  | 136 |  |  | — |  |
Actuarial gain on employee retirement benefit plans, net of income taxes of $121 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 353 |  |  | 353 |  |  | — |  |
Total comprehensive income |  |  | — |  |  | — |  |  | 136 |  |  | — |  |  | 3 821 |  |  | 3 957 |  |  | — |  |
Issued under share option plans |  |  | 124 |  |  | (35 | ) |  | — |  |  | — |  |  | — |  |  | 89 |  |  | 3 745 |  |
Issued under dividend reinvestment plan |  |  | 22 |  |  | — |  |  | — |  |  | — |  |  | (22 | ) |  | — |  |  | — |  |
Purchase of common shares for cancellation, net of option premiums (note 8) |  |  | (453 | ) |  | — |  |  | — |  |  | — |  |  | (672 | ) |  | (1 125 | ) |  | (34 560 | ) |
Change in liability for share purchase commitment |  |  | (86 | ) |  | — |  |  | — |  |  | — |  |  | (162 | ) |  | (248 | ) |  | — |  |
Share-based compensation |  |  | — |  |  | 42 |  |  | — |  |  | — |  |  | — |  |  | 42 |  |  | — |  |
Dividends paid on common shares |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (798 | ) |  | (798 | ) |  | — |  |
At September 30, 2013 |  |  | 19 552 |  |  | 586 |  |  | (87 | ) |  | 13 |  |  | 21 068 |  |  | 41 132 |  |  | 1 492 242 |  |

See accompanying notes to the interim consolidated financial statements.

Suncor Energy Inc.
2013 Third Quarter 059

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 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, 2012 and the interim consolidated financial statements for the period ended March 31, 2013.

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as at October 30, 2013, 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, 2012. Those accounting policies are consistent with those of the previous financial year, except as described in note 3.

(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, 2012.

Suncor Energy Inc.
060 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

3. ADOPTION OF NEW AND AMENDED IFRS STANDARDS

Impact of the application of IFRS 11

Effective January 1, 2013, the company adopted IFRS 11 Joint arrangements. IFRS 11 establishes a principle-based approach to accounting for joint arrangements by assessing the rights and obligations of the arrangement and limits the application of proportionate consolidation accounting to arrangements where sufficient rights and obligations are passed to the partners. As a result, two existing joint arrangements in the Refining and Marketing segment were reclassified as joint ventures, and are now being accounted for using the equity method of accounting rather than the proportionate consolidation method. This change did not have a material impact to the consolidated financial statements, but did result in the netting of revenues and expenses for these entities into Other Income, the netting of equity pick-up and cash distribution within Other in the Consolidated Statements of Cash Flows, and the company's net investment in these entities is now presented in Other Assets.

Impact of the application of IAS 19

Effective January 1, 2013, the company adopted the amendments to IAS 19 Employee Benefits. The revised standard resulted in changes to the calculation and presentation of pension interest cost, which is now calculated on the net unfunded obligation, applying the discount rate used to measure the employee benefit obligation at the beginning of the annual period. Previously, pension interest cost was net of interest income on plan assets (using the expected return on plan assets) and interest expense on the plan obligation (using the discount rate). The net pension interest expense was reclassified to Financing Expenses from Operating, Selling and General expense. The change to the pension interest cost calculation also resulted in the refundable tax accounts (RTA) being present valued, resulting in an immaterial adjustment to the Consolidated Balance Sheets noted below.

IFRS 11 and the amendments to IAS 19 have been applied retroactively, and the effects of the application of IFRS 11 and IAS 19 amendments on the comparative periods are shown in the tables below.

Adjustments to Consolidated Statements of Comprehensive Income (1):

|  |  | Three months ended September 30, 2012 |  |  | Nine months ended September 30, 2012 |  |
($ millions, increase/(decrease)) |  |  | IFRS 11 |  |  | IAS 19 |  |  | Total |  |  | IFRS 11 |  |  | IAS 19 |  |  | Total |  |
Revenues and Other Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating revenues, net of royalties |  |  | (24 | ) |  | — |  |  | (24 | ) |  | (53 | ) |  | — |  |  | (53 | ) |
Other income |  |  | (1 | ) |  | — |  |  | (1 | ) |  | 10 |  |  | — |  |  | 10 |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of crude oil and products |  |  | (17 | ) |  | — |  |  | (17 | ) |  | (18 | ) |  | — |  |  | (18 | ) |
Operating, selling and general |  |  | (7 | ) |  | (5 | ) |  | (12 | ) |  | (22 | ) |  | (16 | ) |  | (38 | ) |
Depreciation, depletion, amortization and impairment |  |  | (1 | ) |  | — |  |  | (1 | ) |  | (3 | ) |  | — |  |  | (3 | ) |
Financing expenses |  |  | — |  |  | 19 |  |  | 19 |  |  | — |  |  | 57 |  |  | 57 |  |
Income Taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred |  |  | — |  |  | (3 | ) |  | (3 | ) |  | — |  |  | (10 | ) |  | (10 | ) |
Net (Loss) Earnings |  |  | — |  |  | (11 | ) |  | (11 | ) |  | — |  |  | (31 | ) |  | (31 | ) |
Actuarial gain on employee retirement benefit plans |  |  | — |  |  | 11 |  |  | 11 |  |  | — |  |  | 31 |  |  | 31 |  |
Total Comprehensive Income |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |
Per Common Share (dollars) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (0.02 | ) |  | (0.02 | ) |
Diluted |  |  | — |  |  | (0.01 | ) |  | (0.01 | ) |  | — |  |  | (0.02 | ) |  | (0.02 | ) |

(1)
  The impact of the IAS 19 adjustments on the nine months ended September 30, 2013 was an increase to Financing Expenses of $37 million with a corresponding actuarial gain of $27 million, net of income taxes of $10 million, resulting in a $nil impact to the Consolidated Statements of Comprehensive Income.

Suncor Energy Inc.
2013 Third Quarter 061

Adjustments to Consolidated Balance Sheets:

($ millions, increase/(decrease)) |  |  | Dec 31 2012 |  |
Cash and cash equivalents |  |  | (8 | ) |
Accounts receivable |  |  | (43 | ) |
Inventories |  |  | (46 | ) |
Property, plant and equipment, net |  |  | (24 | ) |
Other assets |  |  | 99 |  |
Goodwill and other intangible assets |  |  | (24 | ) |
Deferred income taxes |  |  | (2 | ) |
Total assets |  |  | (48 | ) |
Short-term debt |  |  | (1 | ) |
Accounts payable and accrued liabilities |  |  | (23 | ) |
Income taxes payable |  |  | (5 | ) |
Other long-term liabilities (2) |  |  | 9 |  |
Provisions |  |  | (1 | ) |
Deferred income taxes (2) |  |  | (19 | ) |
Shareholders' equity (2) |  |  | (8 | ) |
Total liabilities and shareholders' equity |  |  | (48 | ) |

(2)
  At December 31, 2012, the adjustment related to IAS 19 resulted in an increase of $11 million to Other Long-term Liabilities, offset by a decrease of $3 million and $8 million, respectively, to Deferred Income Taxes and Shareholders' Equity. The remaining adjustments relate to IFRS 11.

Adjustments to Consolidated Statements of Cash Flow:

($ millions, increase/(decrease)) |  |  | Three months ended September 30, 2012 |  |  | Nine months ended September 30, 2012 |  |
Operating activities |  |  |  |  |  |  |  |
Cash flow from operating activities before change in non-cash working capital |  |  | 3 |  |  | (5 | ) |
Decrease in non-cash working capital |  |  | (8 | ) |  | 17 |  |
Cash flow from operating activities |  |  | (5 | ) |  | 12 |  |
Cash flow from investing activities |  |  | — |  |  | — |  |
Cash flow from financing activities |  |  | — |  |  | — |  |
(Decrease) increase in cash and cash equivalents |  |  | (5 | ) |  | 12 |  |

Suncor Energy Inc.
062 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

4. 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.

|  |  | Three months ended September 30 |  |
|  |  | Oil Sands |  |  | Exploration and Production |  |  | Refining and Marketing |  |  | Corporate, Energy Trading and Eliminations |  |  | Total |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  |  |  |  |  |  |  | (restated – note 3) |  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Revenues and Other Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross revenues |  |  | 2 588 |  |  | 2 229 |  |  | 1 336 |  |  | 1 093 |  |  | 7 057 |  |  | 6 696 |  |  | 24 |  |  | 29 |  |  | 11 005 |  |  | 10 047 |  |
Intersegment revenues |  |  | 1 316 |  |  | 823 |  |  | 166 |  |  | 51 |  |  | 26 |  |  | 59 |  |  | (1 508 | ) |  | (933 | ) |  | — |  |  | — |  |
Less: Royalties |  |  | (392 | ) |  | (262 | ) |  | (325 | ) |  | (297 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (717 | ) |  | (559 | ) |
Operating revenues, net of royalties |  |  | 3 512 |  |  | 2 790 |  |  | 1 177 |  |  | 847 |  |  | 7 083 |  |  | 6 755 |  |  | (1 484 | ) |  | (904 | ) |  | 10 288 |  |  | 9 488 |  |
Other income (expenses) |  |  | 4 |  |  | 6 |  |  | 31 |  |  | 7 |  |  | (5 | ) |  | 6 |  |  | 55 |  |  | 69 |  |  | 85 |  |  | 88 |  |
|  |  | 3 516 |  |  | 2 796 |  |  | 1 208 |  |  | 854 |  |  | 7 078 |  |  | 6 761 |  |  | (1 429 | ) |  | (835 | ) |  | 10 373 |  |  | 9 576 |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of crude oil and products |  |  | 87 |  |  | 46 |  |  | 158 |  |  | 5 |  |  | 5 803 |  |  | 4 999 |  |  | (1 445 | ) |  | (926 | ) |  | 4 603 |  |  | 4 124 |  |
Operating, selling and general |  |  | 1 344 |  |  | 1 370 |  |  | 183 |  |  | 182 |  |  | 596 |  |  | 596 |  |  | 195 |  |  | 117 |  |  | 2 318 |  |  | 2 265 |  |
Transportation |  |  | 111 |  |  | 99 |  |  | 29 |  |  | 29 |  |  | 75 |  |  | 51 |  |  | (10 | ) |  | (8 | ) |  | 205 |  |  | 171 |  |
Depreciation, depletion, amortization and impairment |  |  | 652 |  |  | 503 |  |  | 274 |  |  | 231 |  |  | 136 |  |  | 116 |  |  | 27 |  |  | 45 |  |  | 1 089 |  |  | 895 |  |
Exploration |  |  | 7 |  |  | 2 |  |  | 31 |  |  | 95 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 38 |  |  | 97 |  |
(Gain) loss on disposal of assets |  |  | — |  |  | 3 |  |  | (130 | ) |  | (1 | ) |  | (3 | ) |  | (4 | ) |  | — |  |  | (1 | ) |  | (133 | ) |  | (3 | ) |
Project start-up costs |  |  | 3 |  |  | 16 |  |  | — |  |  | — |  |  | — |  |  | 1 |  |  | — |  |  | — |  |  | 3 |  |  | 17 |  |
Voyageur upgrader project charges |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |
Financing (income) expenses |  |  | 32 |  |  | 33 |  |  | (8 | ) |  | 20 |  |  | 2 |  |  | 3 |  |  | (91 | ) |  | (297 | ) |  | (65 | ) |  | (241 | ) |
|  |  | 2 236 |  |  | 2 072 |  |  | 537 |  |  | 561 |  |  | 6 609 |  |  | 5 762 |  |  | (1 324 | ) |  | (1 070 | ) |  | 8 058 |  |  | 7 325 |  |
Earnings (Loss) before Income Taxes |  |  | 1 280 |  |  | 724 |  |  | 671 |  |  | 293 |  |  | 469 |  |  | 999 |  |  | (105 | ) |  | 235 |  |  | 2 315 |  |  | 2 251 |  |
Income Taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  | 209 |  |  | — |  |  | 418 |  |  | 227 |  |  | 245 |  |  | 90 |  |  | (245 | ) |  | 2 |  |  | 627 |  |  | 319 |  |
Deferred |  |  | 120 |  |  | 187 |  |  | (193 | ) |  | (22 | ) |  | (126 | ) |  | 199 |  |  | 193 |  |  | 24 |  |  | (6 | ) |  | 388 |  |
|  |  | 329 |  |  | 187 |  |  | 225 |  |  | 205 |  |  | 119 |  |  | 289 |  |  | (52 | ) |  | 26 |  |  | 621 |  |  | 707 |  |
Net Earnings (Loss) |  |  | 951 |  |  | 537 |  |  | 446 |  |  | 88 |  |  | 350 |  |  | 710 |  |  | (53 | ) |  | 209 |  |  | 1 694 |  |  | 1 544 |  |
Capital and Exploration Expenditures |  |  | 898 |  |  | 1 113 |  |  | 418 |  |  | 387 |  |  | 202 |  |  | 147 |  |  | 21 |  |  | 23 |  |  | 1 539 |  |  | 1 670 |  |

Suncor Energy Inc.
2013 Third Quarter 063

|  |  | Nine months ended September 30 |  |
|  |  | Oil Sands |  |  | Exploration and Production |  |  | Refining and Marketing |  |  | Corporate, Energy Trading and Eliminations |  |  | Total |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  |  |  |  |  |  |  | (restated – note 3) |  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Revenues and Other Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross revenues |  |  | 6 681 |  |  | 6 437 |  |  | 4 674 |  |  | 4 434 |  |  | 19 973 |  |  | 19 568 |  |  | 83 |  |  | 58 |  |  | 31 411 |  |  | 30 497 |  |
Intersegment revenues |  |  | 2 971 |  |  | 2 340 |  |  | 282 |  |  | 477 |  |  | 140 |  |  | 145 |  |  | (3 393 | ) |  | (2 962 | ) |  | — |  |  | — |  |
Less: Royalties |  |  | (658 | ) |  | (619 | ) |  | (974 | ) |  | (1 167 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (1 632 | ) |  | (1 786 | ) |
Operating revenues, net of royalties |  |  | 8 994 |  |  | 8 158 |  |  | 3 982 |  |  | 3 744 |  |  | 20 113 |  |  | 19 713 |  |  | (3 310 | ) |  | (2 904 | ) |  | 29 779 |  |  | 28 711 |  |
Other income |  |  | 10 |  |  | 20 |  |  | 71 |  |  | 47 |  |  | 11 |  |  | 26 |  |  | 232 |  |  | 234 |  |  | 324 |  |  | 327 |  |
|  |  | 9 004 |  |  | 8 178 |  |  | 4 053 |  |  | 3 791 |  |  | 20 124 |  |  | 19 739 |  |  | (3 078 | ) |  | (2 670 | ) |  | 30 103 |  |  | 29 038 |  |
Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of crude oil and products |  |  | 261 |  |  | 151 |  |  | 409 |  |  | 259 |  |  | 15 698 |  |  | 15 197 |  |  | (3 267 | ) |  | (2 995 | ) |  | 13 101 |  |  | 12 612 |  |
Operating, selling and general |  |  | 4 196 |  |  | 4 056 |  |  | 540 |  |  | 653 |  |  | 1 699 |  |  | 1 668 |  |  | 489 |  |  | 346 |  |  | 6 924 |  |  | 6 723 |  |
Transportation |  |  | 301 |  |  | 274 |  |  | 97 |  |  | 95 |  |  | 207 |  |  | 150 |  |  | (32 | ) |  | (28 | ) |  | 573 |  |  | 491 |  |
Depreciation, depletion, amortization and impairment |  |  | 1 759 |  |  | 1 412 |  |  | 889 |  |  | 1 557 |  |  | 381 |  |  | 337 |  |  | 88 |  |  | 126 |  |  | 3 117 |  |  | 3 432 |  |
Exploration |  |  | 96 |  |  | 53 |  |  | 151 |  |  | 185 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 247 |  |  | 238 |  |
Gain on disposal of assets |  |  | — |  |  | (29 | ) |  | (130 | ) |  | (1 | ) |  | (4 | ) |  | (8 | ) |  | — |  |  | (1 | ) |  | (134 | ) |  | (39 | ) |
Project start-up costs |  |  | 13 |  |  | 38 |  |  | — |  |  | — |  |  | — |  |  | 2 |  |  | — |  |  | — |  |  | 13 |  |  | 40 |  |
Voyageur upgrader project charges |  |  | 176 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 176 |  |  | — |  |
Financing expenses (income) |  |  | 98 |  |  | 94 |  |  | 26 |  |  | 54 |  |  | 2 |  |  | 1 |  |  | 583 |  |  | (222 | ) |  | 709 |  |  | (73 | ) |
|  |  | 6 900 |  |  | 6 049 |  |  | 1 982 |  |  | 2 802 |  |  | 17 983 |  |  | 17 347 |  |  | (2 139 | ) |  | (2 774 | ) |  | 24 726 |  |  | 23 424 |  |
Earnings (Loss) before Income Taxes |  |  | 2 104 |  |  | 2 129 |  |  | 2 071 |  |  | 989 |  |  | 2 141 |  |  | 2 392 |  |  | (939 | ) |  | 104 |  |  | 5 377 |  |  | 5 614 |  |
Income Taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current |  |  | 210 |  |  | 1 |  |  | 1 100 |  |  | 973 |  |  | 429 |  |  | 244 |  |  | (220 | ) |  | 27 |  |  | 1 519 |  |  | 1 245 |  |
Deferred |  |  | 323 |  |  | 623 |  |  | (130 | ) |  | 26 |  |  | 148 |  |  | 461 |  |  | 49 |  |  | (55 | ) |  | 390 |  |  | 1 055 |  |
|  |  | 533 |  |  | 624 |  |  | 970 |  |  | 999 |  |  | 577 |  |  | 705 |  |  | (171 | ) |  | (28 | ) |  | 1 909 |  |  | 2 300 |  |
Net Earnings (Loss) |  |  | 1 571 |  |  | 1 505 |  |  | 1 101 |  |  | (10 | ) |  | 1 564 |  |  | 1 687 |  |  | (768 | ) |  | 132 |  |  | 3 468 |  |  | 3 314 |  |
Capital and Exploration Expenditures |  |  | 3 421 |  |  | 3 383 |  |  | 1 093 |  |  | 908 |  |  | 445 |  |  | 394 |  |  | 45 |  |  | 69 |  |  | 5 004 |  |  | 4 754 |  |

Suncor Energy Inc.
064 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

5. OTHER INCOME

Other income consists of the following:

|  |  | Three months ended September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Energy trading activities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of contracts |  |  | 106 |  |  | 33 |  |  | 223 |  |  | 161 |  |
(Losses) gains on inventory valuation |  |  | (61 | ) |  | (4 | ) |  | (26 | ) |  | 21 |  |
Risk management activities |  |  | (14 | ) |  | 2 |  |  | (17 | ) |  | 1 |  |
Investment and interest income |  |  | 17 |  |  | 18 |  |  | 57 |  |  | 65 |  |
Renewable energy grants |  |  | 13 |  |  | 19 |  |  | 37 |  |  | 45 |  |
Change in value of pipeline commitments and other |  |  | 24 |  |  | 20 |  |  | 50 |  |  | 34 |  |
|  |  | 85 |  |  | 88 |  |  | 324 |  |  | 327 |  |

6. ASSET IMPAIRMENT

Syria

In the second quarter of 2012, the company recognized after-tax impairment charges and a bad debt provision of $694 million related to Syrian assets in its Exploration and Production business. An impairment test was performed since there was no resolution to the political situation and international sanctions continued to affect the country. The impairment losses were charged against Property, Plant and Equipment ($604 million) and other current assets ($23 million). The company also recognized a bad debt provision for the remainder of its Syrian receivables ($67 million) at June 30, 2012.

During the fourth quarter of 2012, the company received $300 million of risk mitigation proceeds related to its Syrian operations. The proceeds are subject to a provisional repayment should the company resume operations in Syria. After receipt of the risk mitigation proceeds, a valuation assessment was performed at December 31, 2012, and an impairment reversal of $177 million was recorded.

At September 30, 2013, the carrying value of the company's Property, Plant and Equipment in Syria, net of the risk mitigation provision, was approximately $130 million. There has been no change in the company's overall assessment of its Syrian assets; therefore, no further impairment or impairment reversal was recognized during the quarter.

7. 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 September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
Equity-settled plans |  |  | 11 |  |  | 19 |  |  | 42 |  |  | 78 |  |
Cash-settled plans |  |  | 195 |  |  | 199 |  |  | 262 |  |  | 230 |  |
|  |  | 206 |  |  | 218 |  |  | 304 |  |  | 308 |  |

Suncor Energy Inc.
2013 Third Quarter 065

8. 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 a total consideration of $1.2 billion.

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. Pursuant to the 2013 NCIB, the company is permitted to purchase for cancellation up to approximately $1.8 billion worth of its common shares between August 5, 2013 and August 4, 2014, of which the company has repurchased a total of 9.5 million common shares for a total consideration of $343 million.

During the nine months ended September 30, 2013, the company purchased 34.6 million (2012 – 34.4 million) common shares for total consideration of $1,125 million (2012 – $1,043 million). Of the amount recognized, $453 million (2012 – $447 million, net of $1.3 million options premiums) was charged to share capital and $672 million (2012 – $596 million) to retained earnings.

The company has also recorded a liability of $296 million for share purchases that may take place during its internal blackout period under an automatic repurchase plan agreement with an independent broker. Of the liability recognized, $105 million was charged to share capital and $191 million to retained earnings.

9. FINANCING (INCOME) EXPENSES

|  |  | Three months ended September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Interest on debt |  |  | 176 |  |  | 162 |  |  | 525 |  |  | 488 |  |
Capitalized interest |  |  | (99 | ) |  | (138 | ) |  | (299 | ) |  | (444 | ) |
Interest expense |  |  | 77 |  |  | 24 |  |  | 226 |  |  | 44 |  |
Interest on pension and other post-retirement benefits |  |  | 17 |  |  | 19 |  |  | 51 |  |  | 57 |  |
Accretion |  |  | 50 |  |  | 45 |  |  | 148 |  |  | 137 |  |
Foreign exchange (gain) loss on U.S. dollar denominated debt |  |  | (157 | ) |  | (289 | ) |  | 301 |  |  | (272 | ) |
Foreign exchange and other |  |  | (52 | ) |  | (40 | ) |  | (17 | ) |  | (39 | ) |
|  |  | (65 | ) |  | (241 | ) |  | 709 |  |  | (73 | ) |

10. INCOME TAXES

In the second quarter of 2012, the Ontario government substantively enacted legislation to freeze the general corporate income tax rate at the current 11.5% instead of the planned reduction to 10%. Accordingly, the company recognized an increase in deferred tax expense of $88 million related to the revaluation of deferred income tax balances.

Suncor Energy Inc.
066 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

11. EARNINGS PER COMMON SHARE

|  |  | Three months ended September 30 |  |  | Nine months ended September 30 |  |
($ millions) |  |  | 2013 |  |  | 2012 |  |  | 2013 |  |  | 2012 |  |
|  |  | (restated – note 3) |  |  | (restated – note 3) |  |
Net earnings |  |  | 1 694 |  |  | 1 544 |  |  | 3 468 |  |  | 3 314 |  |
Dilutive impact of accounting for awards as equity-settled (1) |  |  | — |  |  | — |  |  | — |  |  | (6 | ) |
Net earnings – diluted |  |  | 1 694 |  |  | 1 544 |  |  | 3 468 |  |  | 3 308 |  |
(millions of common shares) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Weighted average number of common shares |  |  | 1 497 |  |  | 1 536 |  |  | 1 507 |  |  | 1 550 |  |
Dilutive securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Effect of share options |  |  | 1 |  |  | 2 |  |  | 1 |  |  | 4 |  |
Weighted average number of diluted common shares |  |  | 1 498 |  |  | 1 538 |  |  | 1 508 |  |  | 1 554 |  |
(dollars per common share) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  |  | 1.13 |  |  | 1.01 |  |  | 2.30 |  |  | 2.14 |  |
Diluted earnings per share |  |  | 1.13 |  |  | 1.00 |  |  | 2.30 |  |  | 2.13 |  |

(1)
  Options with tandem stock appreciation rights or 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 the most dilutive impact for the nine months ended September 30, 2012.

12. PROVISIONS

In the third quarter of 2013, there was a decrease to the decommissioning and restoration provision as a result of an increase to the credit-adjusted risk-free interest rate of 0.6% ($302 million) and sale of a significant portion of the company's natural gas business in Western Canada ($714 million) (note 16).

For the nine months ended September 30, 2013, there was a net decrease to the decommissioning and restoration provision as a result of an increase to the credit-adjusted risk-free interest rate of 0.8% ($415 million) and sale of a significant portion of the company's natural gas business in Western Canada ($714 million). This was partially offset by an increase of $132 million in the first quarter of 2013 as a result of acquiring a 49% interest in the Voyageur Upgrader Limited Partnership (VULP) and the timing of certain reclamation activities being accelerated due to the Voyageur upgrader project not proceeding (note 15).

13. PENSIONS AND OTHER POST-RETIREMENT BENEFITS

In the third quarter of 2013, an after-tax actuarial loss of $33 million was recorded due to a remeasurement of the company's pension plan assets during the period. For the nine months ended September 30, 2013, an actuarial gain of $353 million was recognized as a result of a 0.7% increase to the actuarial discount rate assumption for employee retirement plans (December 31, 2012 – 3.9%). The corresponding offset was recorded in Other Long-term Liabilities.

Suncor Energy Inc.
2013 Third Quarter 067

14. FINANCIAL INSTRUMENTS

Fair Value Hierarchy

The following table presents the company's financial instruments measured at fair value for each hierarchy level as at September 30, 2013.

($ millions) |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total Fair Value |  |
Accounts receivable |  |  | 59 |  |  | 129 |  |  | 1 |  |  | 189 |  |
Accounts payable |  |  | (11 | ) |  | (154 | ) |  | (5 | ) |  | (170 | ) |
|  |  | 48 |  |  | (25 | ) |  | (4 | ) |  | 19 |  |

During the three and nine months ended September 30, 2013, 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 September 30, 2013, the carrying value of fixed-term debt accounted for under amortized cost was $9.3 billion and the fair value was $10.9 billion. The estimated fair value of long-term debt is based on pricing sourced from market data.

Offsetting Financial Assets and Liabilities

The company enters into arrangements that allow for offsetting of derivative financial instruments and accounts receivable (payable), which are presented on a net basis on the balance sheet. As at September 30, 2013, the net accounts receivable and derivative financial instrument was $49 million (December 31, 2012 – $122 million), comprised of gross asset of $2,834 million (December 31, 2012 – $3,007 million) and gross liability of $2,785 million (December 31, 2012 – $2,885 million).

15. VOYAGEUR UPGRADER PROJECT

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

Management applies judgment in determining whether an acquisition meets the definition of a business combination or an asset purchase. When a transaction meets the definition of a business combination, the acquired identifiable assets and assumed liabilities, including contingent liabilities, are measured and recognized at their fair value on the date of the acquisition, including tax assets and liabilities. Associated transaction costs are expensed when occurred.

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 preliminary allocation of the purchase price was based on current best estimates by the company. The completion of the purchase price allocation may result in further adjustment to the carrying value of the recorded assets and liabilities acquired.

Suncor Energy Inc.
068 2013 Third Quarter For more information about Suncor Energy, visit our website www.suncor.com

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 |  |
Preliminary 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. The total net book value of the assets retained was approximately $800 million, and included a hot bitumen blending facility, storage tanks and a camp which the company plans to utilize to support the continued growth in its Oil Sands operations.

As a result of not proceeding with the project, an after-tax charge to net earnings of $127 million was recorded during the three months ended March 31, 2013, which included provisions associated with the decommissioning and restoration of the Voyageur site and contract cancellation costs. There was also a net increase of $132 million to the decommissioning and restoration provision as a result of acquiring the 49% interest in VULP and the timing of certain reclamation activities being accelerated due to the project not proceeding.

16. ASSETS SOLD

On September 26, 2013, the company completed the previously announced sale of a significant portion of its natural gas business in Western Canada for proceeds of $1.0 billion before closing adjustments and other closing costs. The sale of these assets resulted in an after-tax gain on disposal of assets of $130 million in its Exploration and Production segment.

17. COMMITMENTS

During the nine months ended September 30, 2013, the company entered into various agreements totalling approximately $1.3 billion over the next 25 years related to pipeline capacity agreements to support third-party diluent imports, and logistics and storage agreements to support the company's market access for transporting inland crudes to the Montreal refinery, coastal markets and the Gulf Coast.

18. SUBSEQUENT EVENT

On October 30, 2013, the company announced that the project co-owners voted unanimously to proceed with the Fort Hills oil sands mining project. Suncor has a 40.8% interest and is the developer and operator of the project.

Suncor Energy Inc.
2013 Third Quarter 069

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EXHIBIT 99.3