EX-4.5 3 a2220329zex-4_5.htm EX 4.5
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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 45

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

QuickLinks

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