株探米国株
英語
エドガーで原本を確認する
6-K 1 su-20250930x6k.htm 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of: November, 2025

Commission File Number: 1-12384

SUNCOR ENERGY INC.

(Name of registrant)

150 – 6th Avenue S.W.

P.O. Box 2844

Calgary, Alberta

Canada, T2P 3E3

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

X

The Registrant’s Management’s Discussion and Analysis for the third quarter ended September 30, 2025, included as Exhibit 99.1 of this Form 6-K, and the Unaudited Consolidated Financial Statements for the third quarter ended September 30, 2025, included as Exhibit 99.2 of this Form 6-K, are each incorporated by reference into and as an exhibit to, as applicable, the Registrant’s Registration Statements under the Securities Act of 1933: Form S-8 (File No. 333-87604), Form S-8 (File No. 333-112234), Form S-8 (File No. 333-118648), Form S-8 (File No. 333-124415), Form S-8 (File No. 333-149532), Form S-8 (File No. 333-161021), Form S-8 (File No. 333-161029) and Form F-10 (File No. 333-279937).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUNCOR ENERGY INC.

Date:

November 4, 2025

By:

/s/ “Shawn Poirier”

Shawn Poirier

Assistant Corporate Secretary



EX-99.1 2 su-20250930xex99d1.htm EX-99.1

Management’s Discussion and Analysis

November 4, 2025

Suncor Energy Inc. (Suncor or the company) is Canada’s leading integrated energy company. Suncor's operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.; and the company’s Petro-CanadaTM retail and wholesale distribution networks (including Canada’s Electric HighwayTM, a coast-to-coast network of fast-charging EV stations). Suncor is developing petroleum resources while advancing the transition to a lower-emissions future through investments in lower emissions intensity power, renewable feedstock fuels and projects targeting emissions intensity. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor’s common shares (symbol: SU) are listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE).

For a description of Suncor’s segments, refer to Suncor’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2024, dated February 26, 2025 (the 2024 annual MD&A).

This MD&A, for the three and nine months ended September 30, 2025, should be read in conjunction with Suncor’s unaudited interim Consolidated Financial Statements for the three and nine months ended September 30, 2025, Suncor’s audited Consolidated Financial Statements for the year ended December 31, 2024, and the 2024 annual MD&A.

Additional information about Suncor filed with Canadian securities regulatory authorities and the United States Securities and Exchange Commission (SEC), including quarterly and annual reports and Suncor’s Annual Information Form dated February 26, 2025 (the 2024 AIF), which is also filed with the SEC under cover of Form 40-F, is available online at www.sedarplus.ca, www.sec.gov and on our website at www.suncor.com. Information contained in or otherwise accessible through our website does not form part of this MD&A and is not incorporated into this MD&A by reference.

References to “we”, “our”, “Suncor”, “Suncor Energy” or “the company” means Suncor Energy Inc., its subsidiaries, partnerships and joint arrangements, unless otherwise specified or the context otherwise requires.

Basis of Presentation

Unless otherwise noted, all financial information is derived from the company’s condensed Consolidated Financial Statements, which are based on Canadian generally accepted accounting principles (GAAP), specifically International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board, and are prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

All financial information is reported in Canadian dollars, unless otherwise noted. Production volumes are presented on a working-interest basis, before royalties, except for production volumes from the company’s Libya operations, which are presented on an economic basis.

References to Oil Sands operations exclude Suncor’s ownership of Fort Hills and interest in Syncrude.

Common Abbreviations

For a list of the abbreviations that may be used in this MD&A, please refer to the Common Abbreviations section of this MD&A.

Table of Contents

4   2025 Third Quarter Suncor Energy Inc.


1. Third Quarter Highlights

Financial results. Adjusted funds from operations(1) were $3.831 billion ($3.16 per common share), compared to $3.787 billion ($2.98 per common share) in the prior year quarter. Adjusted operating earnings(1) were $1.794 billion ($1.48 per common share), compared to $1.875 billion ($1.48 per common share) in the prior year quarter.
Consistent value returned to shareholders. Suncor returned over $1.4 billion of value to shareholders, with $750 million in share repurchases and $688 million in dividends. As at October 31, 2025, since the start of the year, the company has repurchased approximately 46.7 million of Suncor’s common shares for $2.5 billion, at an average price of $53.56 per common share, or the equivalent of 3.8% of its common shares outstanding as at December 31, 2024.
Record third quarter upstream production. Upstream production was a third quarter record of 870,000 bbls/d and featured total Oil Sands bitumen production of 958,300 bbls/d, the highest quarter in company history.
Record refining throughput and refined product sales. Refining throughput was a quarterly record of 491,700 bbls/d with refinery utilization of 106% contributing to a new quarterly record for refined product sales of 646,800 bbls/d.
Maintenance intervals extended. The combination of the new coke drums and reliability improvements have enabled Suncor to extend the Upgrader 1 turnaround interval from five to six years, with reduced maintenance required between turnarounds. At Fort Hills, primary separation cell outages are being extended from six month intervals to annual intervals. In the downstream, maintenance interval extensions are anticipated at the refineries as a result of recent maintenance activities and strategy. These changes translate into lower costs, higher utilization rates and more production between turnarounds.
Quarterly dividend increase. Subsequent to the third quarter, Suncor’s board of directors approved a quarterly dividend of $0.60 per share, an increase of approximately 5% over the prior quarter dividend.

(1)

Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

2025 Third Quarter Suncor Energy Inc.   5


Management’s Discussion and Analysis

2. Consolidated Financial and Operating Information

Financial Highlights

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Earnings (loss) before income taxes

 

Oil Sands

 

1 638

1 819

4 157

4 982

Exploration and Production

 

142

272

465

742

Refining and Marketing

 

878

479

1 927

2 186

Corporate and Eliminations

 

(441)

124

(608)

(813)

Income tax expense

 

(598)

(674)

(1 499)

(1 899)

Net earnings

 

1 619

2 020

4 442

5 198

Adjusted operating earnings (loss)(1)

 

Oil Sands

 

1 627

1 786

4 173

4 896

Exploration and Production

 

142

272

465

742

Refining and Marketing

 

894

484

1 965

2 190

Corporate and Eliminations

 

(255)

1

(802)

(613)

Income tax expense included in adjusted operating earnings

 

(614)

(668)

(1 505)

(1 897)

Total

 

1 794

1 875

4 296

5 318

Adjusted funds from (used in) operations(1)

 

Oil Sands

 

2 900

3 165

8 109

8 716

Exploration and Production

 

279

471

981

1 336

Refining and Marketing

 

1 216

701

2 733

2 900

Corporate and Eliminations

 

(152)

71

(786)

(548)

Current income tax expense

 

(412)

(621)

(1 472)

(2 051)

Total

 

3 831

3 787

9 565

10 353

Change in non-cash working capital

 

(46)

474

(705)

524

Cash flow provided by operating activities

 

3 785

4 261

8 860

10 877

Capital and exploration expenditures(2)

 

Asset sustainment and maintenance

 

874

676

2 347

2 485

Economic investment

 

565

791

1 828

2 183

Total

 

1 439

1 467

4 175

4 668

Free funds flow(1)

 

2 347

2 232

5 228

5 440

(1) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.
(2) Excludes capitalized interest of $45 million and $162 million in the third quarter and first nine months of 2025, compared to $88 million and $245 million in the third quarter and first nine months of 2024.

6   2025 Third Quarter Suncor Energy Inc.


Operating Highlights

Three months ended
September 30

Nine months ended
September 30

(mbbls/d, unless otherwise noted)

    

2025

2024

2025

2024

Upstream

 

Production volumes

 

Oil Sands – Upgraded – net SCO and diesel

 

544.1

513.8

506.2

506.8

Oil Sands – Non-upgraded bitumen

 

268.1

262.2

277.7

252.3

Total Oil Sands production volumes

 

812.2

776.0

783.9

759.1

Exploration and Production

 

57.8

52.6

60.0

52.5

Total upstream production

 

870.0

828.6

843.9

811.6

Upstream sales

 

887.2

834.6

843.0

818.5

Downstream

 

Refinery utilization (%)

 

106

105

101

98

Refinery crude oil processed

 

491.7

487.6

472.3

457.9

Refined product sales

 

646.8

612.3

617.5

596.3

Financial Results

Net Earnings and Adjusted Operating Earnings

Adjusted Operating Earnings Reconciliation(1)

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Net earnings

 

1 619

2 020

4 442

5 198

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

 

186

(123)

(289)

200

Unrealized loss (gain) on risk management activities

 

5

(28)

13

(82)

Write-down of equity investments(2)

 

136

Income tax (recovery) expense on adjusted operating earnings adjustments

 

(16)

6

(6)

2

Adjusted operating earnings(1)

 

1 794

1 875

4 296

5 318

(1) Non-GAAP financial measure. All reconciling items are presented on a before-tax basis and adjusted for income taxes in the income tax (recovery) expense on adjusted operating earnings adjustments line. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.
(2) During the second quarter of 2025, Suncor recorded a write-down of an equity investment of $95 million in the Corporate and Eliminations segment and $41 million in the Refining and Marketing (R&M) segment.

Suncor’s consolidated net earnings for the third quarter of 2025 were $1.619 billion, compared to $2.020 billion in the prior year quarter. Net earnings were primarily influenced by the same factors that impacted adjusted operating earnings discussed below.

Other items affecting net earnings over these periods included:

An unrealized foreign exchange loss on the revaluation of U.S. dollar denominated debt of $186 million recorded in financing expenses in the Corporate and Eliminations segment in the third quarter of 2025, compared to a gain of $123 million in the third quarter of 2024.
An unrealized loss on risk management activities of $5 million recorded in other income in the third quarter of 2025, compared to an unrealized gain of $28 million in the third quarter of 2024.
An income tax recovery related to the items noted above of $16 million in the third quarter of 2025, compared to an expense of $6 million in the third quarter of 2024.

2025 Third Quarter Suncor Energy Inc.   7


Management’s Discussion and Analysis

Bridge Analysis of Adjusted Operating Earnings ($ millions)(1)

Graphic

(1) For an explanation of this bridge analysis, see the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

Suncor’s adjusted operating earnings were $1.794 billion ($1.48 per common share) in the third quarter of 2025, compared to $1.875 billion ($1.48 per common share) in the prior year quarter, as increased production and sales volumes as well as higher refinery margins largely offset lower upstream price realizations.

Adjusted Funds from Operations and Cash Flow Provided by Operating Activities

Adjusted funds from operations were $3.831 billion ($3.16 per common share) in the third quarter of 2025, compared to $3.787 billion ($2.98 per common share) in the prior year quarter, and were primarily influenced by the same factors impacting adjusted operating earnings discussed above.

Cash flow provided by operating activities, which includes changes in non-cash working capital, was $3.785 billion ($3.13 per common share) in the third quarter of 2025, compared to $4.261 billion ($3.36 per common share) in the prior year quarter. In addition to the factors impacting adjusted funds from operations, cash flow provided by operating activities was impacted by a use of cash associated with the company’s working capital balances in the third quarter of 2025, compared to a source of cash in the prior year quarter. Working capital is subject to fluctuations based on commodity prices, the timing of transactions and seasonal factors. The use of cash in the third quarter of 2025 was primarily due to a decrease in accounts payable and accrued liabilities, mostly offset by a decrease in accounts receivable and a draw of inventory related to increased sales volumes.

Operating, Selling and General Expenses

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Operations, selling and corporate costs

 

2 691

2 621

8 069

8 105

Commodities

 

396

358

1 313

1 180

Share-based compensation(1)

 

183

76

348

363

Total operating, selling and general (OS&G) expenses

 

3 270

3 055

9 730

9 648

(1) In the third quarter of 2025, share-based compensation expense of $183 million included $59 million in the Oil Sands segment, $4 million in the E&P segment, $30 million in the R&M segment and $90 million in the Corporate and Eliminations segment. In the third quarter of 2024, share-based compensation expense of $76 million included $26 million in the Oil Sands segment, $1 million in the E&P segment, $13 million in the R&M segment and $36 million in the Corporate and Eliminations segment.

OS&G expenses were $3.270 billion in the third quarter of 2025, compared to $3.055 billion in the prior year quarter, with the increase primarily due to increased share-based compensation expense and higher commodity input costs. Operations, selling and corporate costs remained flat despite higher production and sales volumes in both upstream and downstream and include the impacts of an inventory draw. The company’s exposure to commodity costs is partially mitigated by revenue from power sales that are recorded in operating revenues.

8   2025 Third Quarter Suncor Energy Inc.


Business Environment

Commodity prices, refining crack spreads and foreign exchange rates are important factors that affect the results of Suncor’s operations. For additional details, see the Financial Information section of the 2024 annual MD&A.

Average for the
three months ended
September 30

Average for the
nine months ended
September 30

    

2025

2024

2025

2024

WTI crude oil at Cushing

 

US$/bbl

64.95

75.15

66.65

77.55

Dated Brent crude

 

US$/bbl

69.10

80.25

70.80

82.80

Dated Brent/Maya crude oil FOB price differential

 

US$/bbl

8.80

13.90

10.00

13.35

MSW at Edmonton

 

Cdn$/bbl

86.40

98.00

88.60

98.50

WCS at Hardisty

 

US$/bbl

54.55

61.65

55.60

62.10

WCS-WTI heavy/light differential

 

US$/bbl

(10.40)

(13.50)

(11.05)

(15.45)

SYN-WTI premium (differential)

 

US$/bbl

1.35

1.30

(1.10)

Condensate at Edmonton

 

US$/bbl

63.10

71.30

65.50

73.75

Natural gas (Alberta spot) at AECO

 

Cdn$/GJ

0.60

0.65

1.45

1.35

Alberta Power Pool Price

 

Cdn$/MWh

51.30

55.35

43.90

66.55

New York Harbor 2-1-1 crack(1)

 

US$/bbl

29.95

21.05

25.70

24.25

Chicago 2-1-1 crack(1)

 

US$/bbl

26.40

19.35

21.05

19.35

Portland 2-1-1 crack(1)

 

US$/bbl

42.05

20.35

34.25

25.50

Gulf Coast 2-1-1 crack(1)

 

US$/bbl

27.10

18.90

23.75

22.95

U.S. Renewable Volume Obligation

 

US$/bbl

6.40

3.90

5.75

3.65

Suncor custom 5-2-2-1 index(2)

 

US$/bbl

31.20

26.05

28.65

29.50

Exchange rate (average)

 

US$/Cdn$

0.73

0.73

0.72

0.74

Exchange rate (end of period)

 

US$/Cdn$

0.72

0.74

0.72

0.74

(1) 2-1-1 crack spreads are indicators of the refining margin generated by converting two barrels of WTI into one barrel of gasoline and one barrel of diesel. The crack spreads presented here generally approximate the regions into which the company sells refined products through retail and wholesale channels.
(2) Suncor has developed an indicative 5-2-2-1 index based on publicly available pricing data to more accurately reflect the company’s realized refining and marketing gross margin. For more details, including how the 5-2-2-1 index is calculated, see Suncor’s 2024 annual MD&A.

2025 Third Quarter Suncor Energy Inc.   9


Management’s Discussion and Analysis

3. Segment Results and Analysis

Oil Sands

Financial Highlights

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Operating revenues

 

7 050

7 245

20 631

21 599

Less: Royalties

 

(880)

(923)

(2 291)

(2 706)

Operating revenues, net of royalties

 

6 170

6 322

18 340

18 893

Earnings before income taxes

 

1 638

1 819

4 157

4 982

Adjusted for:

 

Unrealized (gain) loss on risk management activities

 

(11)

(33)

16

(86)

Adjusted operating earnings(1)

 

1 627

1 786

4 173

4 896

Adjusted funds from operations(1)

 

2 900

3 165

8 109

8 716

Free funds flow(1)

 

1 902

2 198

5 253

5 317

(1) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

Oil Sands segment adjusted operating earnings decreased to $1.627 billion in the third quarter of 2025, compared to $1.786 billion in the prior year quarter, primarily due to lower crude oil price realizations as a result of lower benchmark pricing and increased operating expenses related to increased sales volumes.

10   2025 Third Quarter Suncor Energy Inc.


Production Volumes

Three months ended
September 30

Nine months ended
September 30

(mbbls/d)

    

2025

2024

2025

2024

Oil Sands bitumen

 

Upgrader bitumen throughput

 

690.2

647.4

641.1

639.8

Non-upgraded bitumen production

 

268.1

262.2

277.7

252.3

Total Oil Sands bitumen production

 

958.3

909.6

918.8

892.1

Upgraded – net SCO and diesel

 

Oil Sands operations(1)(2)

 

370.6

329.5

337.5

341.8

Syncrude(1)(2)

 

200.6

213.7

198.0

192.9

Inter-asset transfers and consumption(3)(4)

 

(27.1)

(29.4)

(29.3)

(27.9)

Upgraded – net SCO and diesel production

 

544.1

513.8

506.2

506.8

Non-upgraded bitumen

 

Oil Sands operations

 

150.4

128.5

159.5

128.6

Fort Hills

 

184.1

166.0

174.5

170.2

Syncrude

 

0.1

0.1

3.1

1.5

Inter-asset transfers(5)

 

(66.5)

(32.4)

(59.4)

(48.0)

Non-upgraded bitumen production

 

268.1

262.2

277.7

252.3

Oil Sands production volumes to market

 

Upgraded – net SCO and diesel

 

544.1

513.8

506.2

506.8

Non-upgraded bitumen

 

268.1

262.2

277.7

252.3

Total Oil Sands production volumes

 

812.2

776.0

783.9

759.1

(1) Oil Sands Base upgrader yields are approximately 80% of bitumen throughput and Syncrude upgrader yield is approximately 85% of bitumen throughput.
(2) Upgrader utilization rates are calculated using total upgraded production, inclusive of internally consumed products and inter-asset transfers.
(3) Both Oil Sands operations and Syncrude produce diesel and other products, which are internally consumed in operations. In the third quarter of 2025, Oil Sands operations produced 13,600 bbls/d of internally consumed products, of which 5,700 bbls/d was consumed at Oil Sands operations, 7,000 bbls/d was consumed at Fort Hills and 900 bbls/d was consumed at Syncrude. Syncrude produced 3,600 bbls/d of internally consumed products.
(4) In the third quarter of 2025, upgraded inter-asset transfers consisted of 9,900 bbls/d of sour SCO that was transferred from Oil Sands operations to Syncrude.
(5) In the third quarter of 2025, non-upgraded inter-asset transfers consisted of 62,100 bbls/d of bitumen that was transferred from Fort Hills to Oil Sands Base, 4,300 bbls/d of bitumen that was transferred from Firebag to Syncrude and 100 bbls/d of bitumen that was transferred from Syncrude to Oil Sands operations.

Total Oil Sands bitumen production increased to a record of 958,300 bbls/d, compared to 909,600 bbls/d in the prior year quarter, primarily due to record quarterly production at Fort Hills, record third quarter production at Firebag and strong mining performance.

The company’s net SCO production was a third quarter record of 544,100 bbls/d, compared to 513,800 bbls/d in the prior year quarter, with upgrader utilization of 106% at Oil Sands Base and 98% at Syncrude, compared to 94% and 104%, respectively, in the prior year quarter. The increase in net SCO production was primarily due to decreased maintenance activities in the current period, and the benefit of excellent upgrader reliability and improved execution of maintenance activities, including the early completion of the Upgrader 1 coke drum replacement project.

Non-upgraded bitumen production increased to 268,100 bbls/d in the third quarter of 2025, compared to 262,200 bbls/d in the prior year quarter, with higher upgrader availability consuming more bitumen feedstock.

2025 Third Quarter Suncor Energy Inc.   11


Management’s Discussion and Analysis

Sales Volumes

Three months ended
September 30

Nine months ended
September 30

(mbbls/d)

    

2025

2024

2025

2024

Upgraded – net SCO and diesel

 

541.9

510.3

503.6

504.8

Non-upgraded bitumen

 

277.9

254.2

276.9

253.6

Total

 

819.8

764.5

780.5

758.4

SCO and diesel sales volumes increased to 541,900 bbls/d in the third quarter of 2025, compared to 510,300 bbls/d in the prior year quarter, primarily due to the increase in SCO production volumes.

Non-upgraded bitumen sales volumes increased to 277,900 bbls/d in the third quarter of 2025, compared to 254,200 bbls/d in the prior year quarter, primarily due to the increase in non-upgraded bitumen production volumes and a draw of inventory in the third quarter of 2025 compared to a build of inventory in the prior year quarter.

Price Realizations(1)

Net of transportation costs, but before royalties

Three months ended
September 30

Nine months ended
September 30

($/bbl)

    

2025

2024

2025

2024

Upgraded – net SCO and diesel

 

88.76

100.57

90.67

98.86

Non-upgraded bitumen

 

65.28

72.88

65.48

73.93

Weighted average

 

80.80

91.36

81.73

90.51

Weighted average crude, relative to WTI

 

(8.66)

(11.12)

(11.45)

(14.97)

(1) Contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

Oil Sands price realizations decreased in the third quarter of 2025 compared to the prior year quarter, primarily due to weaker crude oil benchmark prices, partially offset by narrower heavy crude oil differentials.

Royalties

Royalties for the Oil Sands segment decreased in the third quarter of 2025 compared to the prior year quarter, primarily due to lower bitumen pricing.

Expenses and Other Factors

Total Oil Sands operating expenses increased in the third quarter of 2025 compared to the prior year quarter, primarily due to increased production and sales volumes including the impacts of an inventory draw, increased share-based compensation expense and higher commodity input costs. The underlying unit production costs have decreased at each asset, primarily due to higher production and lower costs reflective of the company's continued focus on asset level cost reductions.

Depreciation, depletion and amortization (DD&A) expense decreased in the third quarter of 2025, compared to the prior year quarter, primarily due to decreased depreciation related to the company’s asset retirement obligation assets, partially offset by the commissioning of new assets and new leases entered into during the quarter.

Transportation costs increased in the third quarter of 2025, compared to the prior year quarter, primarily due to increased sales volumes, which included increased exports to the U.S. Gulf Coast.

Financing expense and other, which includes other income, decreased in the third quarter of 2025 compared to the prior year quarter, primarily due to decreased interest related to leases and decreased accretion expense related to asset retirement obligations.

12   2025 Third Quarter Suncor Energy Inc.


Cash Operating Costs

Three months ended
September 30

Nine months ended
September 30

($ millions, except as noted)

    

2025

2024

2025

2024

Oil Sands OS&G(1)

 

2 329

2 223

7 077

6 983

Oil Sands operations cash operating costs reconciliation

 

Oil Sands operations OS&G

 

1 157

1 117

3 620

3 536

Non-production costs(3)

 

108

5

251

129

Excess power capacity and other(4)

 

(72)

(37)

(235)

(182)

Oil Sands operations cash operating costs(2)

 

1 193

1 085

3 636

3 483

Oil Sands operations production volumes (mbbls/d)

 

521.0

458.0

497.0

470.4

Oil Sands operations cash operating costs(2) ($/bbl)

 

24.85

25.75

26.80

27.05

Fort Hills cash operating costs reconciliation

 

Fort Hills OS&G

 

617

589

1 867

1 748

Non-production costs(3)

 

(92)

(73)

(248)

(216)

Excess power capacity(4)

 

(5)

(6)

(17)

(26)

Fort Hills cash operating costs(2)

 

520

510

1 602

1 506

Fort Hills production volumes (mbbls/d)

 

184.1

166.0

174.5

170.2

Fort Hills cash operating costs(2) ($/bbl)

 

30.65

33.40

33.60

32.30

Syncrude cash operating costs reconciliation

 

Syncrude OS&G

 

616

625

1 925

1 923

Non-production costs(3)

 

(33)

26

(15)

6

Excess power capacity(4)

 

(2)

(2)

(7)

(13)

Syncrude cash operating costs(2)

 

581

649

1 903

1 916

Syncrude production volumes (mbbls/d)

 

200.7

213.8

201.1

194.4

Syncrude cash operating costs(2) ($/bbl)

 

31.45

33.00

34.65

36.00

(1) Oil Sands inventory changes and internal transfers are presented on an aggregate basis and reflect: i) the impacts of changes in inventory levels and valuations, such that the company is able to present cost information based on production volumes; and ii) adjustments for internal diesel sales between assets. In the third quarter and first nine months of 2025, Oil Sands OS&G included ($61) million and ($335) million, respectively, of inventory changes and internal transfers. In the third quarter and first nine months of 2024, Oil Sands OS&G included ($108) million and ($224) million, respectively, of inventory changes and internal transfers.
(2) Non-GAAP financial measures. Related per barrel amounts contain non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.
(3) Non-production costs include, but are not limited to, share-based compensation adjustments, research costs, project startup costs and adjustments to reflect the cost of internal transfers in the receiving asset at the cost of production versus the cost of purchase. Non-production costs at Fort Hills and Syncrude also include, but are not limited to, an adjustment to reflect internally produced diesel from Oil Sands operations at the cost of production.
(4) Represents excess power revenue from cogeneration units that is recorded in operating revenues. Oil Sands operations excess power capacity and other also includes, but is not limited to, the natural gas expense recorded as part of a non-monetary arrangement involving a third-party processor.

Oil Sands operations cash operating costs per barrel(1) decreased to $24.85 in the third quarter of 2025, compared to $25.75 in the prior year quarter, primarily due to increased production volumes, lower mining costs related to fleet productivity improvements and increased power sales volumes, partially offset by a higher proportion of Fort Hills bitumen being directed to upgrading at Oil Sands Base and higher natural gas volumes related to increased consumption at the new co-generation facility.

Fort Hills cash operating costs per barrel(1) decreased to $30.65 in the third quarter of 2025, compared to $33.40 in the prior year quarter, primarily due to increased production volumes, partially offset by increased mining activities.

Syncrude cash operating costs per barrel(1) decreased to $31.45 in the third quarter of 2025, compared to $33.00 in the prior year quarter, primarily due to decreased maintenance costs, partially offset by decreased production volumes.

(1)

Contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

2025 Third Quarter Suncor Energy Inc.   13


Management’s Discussion and Analysis

Results for the First Nine Months of 2025

Oil Sands earnings before income taxes for the first nine months of 2025 were $4.157 billion, compared to $4.982 billion in the prior year period. In addition to the factors impacting adjusted operating earnings, earnings before income taxes for the first nine months of 2025 included a $16 million unrealized loss on risk management activities, compared to a $86 million unrealized gain in the prior year period.

Oil Sands adjusted operating earnings for the first nine months of 2025 were $4.173 billion, compared to $4.896 billion in the prior year period, with the decrease primarily due to lower crude oil price realizations as a result of lower benchmark pricing, partially offset by increased sales volumes and lower royalties.

Oil Sands adjusted funds from operations for the first nine months of 2025 were $8.109 billion, compared to $8.716 billion in the prior year period, with the decrease primarily due to the same factors that influenced adjusted operating earnings.

Oil Sands operations cash operating costs per barrel decreased to $26.80 for the first nine months of 2025, compared to an average of $27.05 for the first nine months of 2024, primarily due to increased production volumes and increased power sales volumes, partially offset by a higher proportion of Fort Hills bitumen being directed to upgrading at Oil Sands Base, higher natural gas volumes related to increased consumption at the new co-generation facility and higher natural gas prices, and increased maintenance activities.

Fort Hills cash operating costs per barrel were $33.60 for the first nine months of 2025, compared to $32.30 in the first nine months of 2024, with the increase primarily due to increased maintenance and mining activities and increased commodity input costs, partially offset by increased production volumes.

Syncrude cash operating costs per barrel decreased to $34.65 for the first nine months of 2025, compared to $36.00 in the first nine months of 2024, primarily due to increased production volumes, partially offset by increased maintenance costs.

Planned Maintenance Update

The anticipated impact of these maintenance activities has been reflected in the company’s 2025 guidance.

The turnaround at Syncrude commenced in the third quarter and was completed in the fourth quarter, ahead of schedule.

14   2025 Third Quarter Suncor Energy Inc.


Exploration and Production

Financial Highlights

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Operating revenues(1)

 

665

718

2 059

2 156

Less: Royalties(1)

 

(133)

(94)

(487)

(360)

Operating revenues, net of royalties

 

532

624

1 572

1 796

Earnings before income taxes

 

142

272

465

742

Adjusted operating earnings(2)

 

142

272

465

742

Adjusted funds from operations(2)

 

279

471

981

1 336

Free funds flow(2)

 

97

190

361

684

(1) Production from the company’s Libya operations is presented on an economic basis. Revenue and royalties from the company’s Libya operations are presented on a working-interest basis, which is required for presentation purposes in the company’s Consolidated Financial Statements. See the E&P price realizations table in the Non-GAAP and Other Financial Measures Advisory section of this MD&A.
(2) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

Adjusted operating earnings for the E&P segment in the third quarter of 2025 were $142 million, compared to $272 million in the prior year quarter, with the decrease primarily due to lower price realizations as a result of lower benchmark pricing, decreased sales volumes and increased operating and transportation expenses.

Volumes

Three months ended
September 30

Nine months ended
September 30

(mbbls/d)

    

2025

2024

2025

2024

E&P Canada

 

55.6

52.6

55.9

49.5

E&P International

 

2.2

0.0

4.1

3.0

Total production

 

57.8

52.6

60.0

52.5

Total sales volumes

 

67.4

70.1

62.5

60.1

E&P production increased to 57,800 bbls/d in the third quarter of 2025, compared to 52,600 bbls/d in the prior year quarter, primarily due to increased production at Hebron and the addition of production at White Rose, which restarted in the first quarter of 2025, partially offset by decreased production at Terra Nova.

Total E&P sales volumes decreased to 67,400 bbls/d in the third quarter of 2025, compared to 70,100 bbls/d in the prior year quarter, primarily due to the timing of cargo sales in E&P Canada.

Price Realizations(1)

Net of transportation costs, but before royalties

Three months ended
September 30

Nine months ended
September 30

($/bbl)

    

2025

2024

2025

2024

E&P Canada

 

92.89

109.24

95.43

109.40

(1) Contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

E&P price realizations decreased in the third quarter of 2025 compared to the prior year quarter, in line with the decrease in benchmark prices for Brent crude.

Royalties

E&P royalties, excluding the impact of Libya, increased in the third quarter of 2025 compared to the prior year quarter, primarily due to asset mix relating to increased production at Hebron.

Expenses and Other Factors

Operating and transportation expenses increased in the third quarter of 2025 compared to the prior year quarter, primarily due to transportation costs associated with higher margin international sales.

2025 Third Quarter Suncor Energy Inc.   15


Management’s Discussion and Analysis

Results for the First Nine Months of 2025

Earnings before income taxes for E&P for the first nine months of 2025 were $465 million, compared to $742 million in the prior year period.

Adjusted operating earnings for E&P for the first nine months of 2025 were $465 million, compared to $742 million in the prior year period, with the decrease primarily due to lower price realizations as a result of lower benchmark pricing and increased royalties, partially offset by increased sales volumes.

Adjusted funds from operations for the first nine months of 2025 were $981 million, compared to $1.336 billion in the prior year period, with the decrease primarily due to the same factors that influenced adjusted operating earnings.

Planned Maintenance Update for Operated Assets

There are no significant planned maintenance events for the E&P segment scheduled for the fourth quarter of 2025.

16   2025 Third Quarter Suncor Energy Inc.


Refining and Marketing

Financial Highlights

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Operating revenues

 

8 085

8 124

23 023

23 794

Earnings before income taxes

 

878

479

1 927

2 186

Adjusted for:

 

Unrealized loss (gain) on risk management activities

 

16

5

(3)

4

Write-down of equity investment(1)

 

41

Adjusted operating earnings(2)

 

894

484

1 965

2 190

Adjusted funds from operations(2)

 

1 216

701

2 733

2 900

Free funds flow(2)

 

926

406

1 901

2 062

(1) During the second quarter of 2025, Suncor recorded a write-down of an equity investment of $41 million.
(2) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

R&M adjusted operating earnings in the third quarter of 2025 increased to $894 million, compared to $484 million in the prior year quarter. The increase in adjusted operating earnings was primarily due to higher benchmark crack spreads, a first-in, first-out (FIFO) inventory valuation gain in the third quarter of 2025, compared to a loss in the prior year quarter, and record refinery production and sales volumes.

Volumes

Three months ended
September 30

Nine months ended
September 30

    

2025

2024

2025

2024

Crude oil processed (mbbls/d)

 

Eastern North America

 

243.5

235.4

237.2

207.3

Western North America

 

248.2

252.2

235.1

250.6

Total

 

491.7

487.6

472.3

457.9

Refinery utilization(1) (%)

 

Eastern North America

 

110

106

107

93

Western North America

 

102

103

96

103

Average

 

106

105

101

98

Refined product sales (mbbls/d)

 

Gasoline

 

262.1

256.6

258.7

251.2

Distillate

 

289.6

266.7

274.1

261.4

Other

 

95.1

89.0

84.7

83.7

Total

 

646.8

612.3

617.5

596.3

Refinery production(2) (mbbls)

 

48 326

47 094

136 406

132 837

Refining and marketing gross margin – First-in, first-out (FIFO)(3) ($/bbl)

 

39.65

32.25

36.45

38.70

Refining and marketing gross margin – Last-in, first-out (LIFO)(3) ($/bbl)

 

39.55

35.85

37.45

39.30

Refining operating expense(3) ($/bbl)

 

6.00

5.80

6.50

6.60

(1) Refinery utilization is the amount of crude oil and natural gas liquids processed by crude distillation units, expressed as a percentage of the nameplate capacity of these units.
(2) Refinery production is the output of the refining process and differs from crude oil processed as a result of volumetric adjustments for non-crude feedstock, volumetric gain associated with the refining process and changes in unfinished product inventories.
(3) Contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

2025 Third Quarter Suncor Energy Inc.   17


Management’s Discussion and Analysis

Refinery throughput increased to a quarterly record of 491,700 bbls/d with utilization of 106%, compared to 487,600 bbls/d and 105%, respectively, in the prior year period, primarily due to continued strong operating performance and reliability through the current quarter.

Refined product sales increased to a quarterly record of 646,800 bbls/d, compared to 612,300 bbls/d in the prior year quarter, primarily due to higher refinery production, investment in retail growth, and by leveraging strategic partnerships, the company’s extensive domestic sales network, and export channels.

Refining and Marketing Gross Margins(1)

Refining and marketing gross margins were influenced by the following:

On a LIFO(2) basis, Suncor’s refining and marketing gross margin increased to $39.55/bbl in the third quarter of 2025, from $35.85/bbl in the prior year quarter, primarily due to higher benchmark crack spreads, partially offset by narrower heavy crude differentials. Margin capture was 92% compared to Suncor’s 5-2-2-1 index.
On a FIFO basis, Suncor’s refining and marketing gross margin increased to $39.65/bbl in the third quarter of 2025, from $32.25/bbl in the prior year quarter, due to the same factors discussed above, in addition to FIFO inventory valuation impacts. In the third quarter of 2025, the FIFO method of inventory valuation resulted in a gain of $5 million, compared to a loss of $171 million in the prior year quarter, for a favourable quarter-over-quarter impact of $176 million.

Expenses and Other Factors

Operating expenses increased in the third quarter of 2025 compared to the prior year quarter, primarily due to higher share-based compensation expense and commodity input costs. Transportation expenses decreased compared to the prior year quarter, primarily due to costs associated with third-party logistics disruptions in the prior year period.

Refining operating expense per barrel(1) increased to $6.00 in the third quarter of 2025, compared to $5.80 in the prior year quarter, primarily due to higher commodity input costs, partially offset by higher refinery production.

Results for the First Nine Months of 2025

R&M’s earnings before income taxes were $1.927 billion for the first nine months of 2025, compared to $2.186 billion in the prior year period. In addition to the factors impacting adjusted operating earnings, earnings before income taxes for the first nine months of 2025 included a $3 million unrealized gain on risk management activities, compared to a $4 million unrealized loss in the prior year period. The first nine months of 2025 also included a $41 million write-down of an equity investment.

Adjusted operating earnings for R&M in the first nine months of 2025 were $1.965 billion, compared to $2.190 billion in the first nine months of 2024, with the decrease primarily due to decreased benchmark crack spreads excluding the impact of renewable volume obligations, and an increased FIFO inventory valuation loss in the current period compared to the prior year period, partially offset by increased refinery production and sales volumes. In the first nine months of 2025, the impact of the FIFO method of inventory valuation, relative to an estimated LIFO method, had a negative impact to adjusted operating earnings and adjusted funds from operations of $137 million, compared to a negative impact of $78 million in the first nine months of 2024.

R&M’s adjusted funds from operations in the first nine months of 2025 were $2.733 billion, compared to $2.900 billion in the prior year period, with the decrease primarily due to the same factors that influenced adjusted operating earnings.

Planned Maintenance

The anticipated impact of these maintenance activities has been reflected in the company’s 2025 guidance.

Planned maintenance at the Edmonton refinery commenced in the third quarter and was completed early in the fourth quarter, ahead of schedule.

(1)

Contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

(2)

The estimated impact of the LIFO method is a non-GAAP financial measure. The impact of the FIFO method of inventory valuation, relative to an estimated LIFO accounting method, also includes the impact of the realized portion of commodity risk management activities. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

18   2025 Third Quarter Suncor Energy Inc.


Corporate and Eliminations

Financial Highlights

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

(Loss) Earnings before income taxes

 

(441)

124

(608)

(813)

Adjusted for:

 

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

 

186

(123)

(289)

200

Write-down of equity investment(1)

 

95

Adjusted operating (loss) earnings(2)

 

(255)

1

(802)

(613)

Corporate

 

(283)

(201)

(929)

(603)

Eliminations – Intersegment profit realized (eliminated)

 

28

202

127

(10)

Adjusted funds (used in) from operations(2)

 

(152)

71

(786)

(548)

Free funds (deficit) flow(2)

 

(166)

59

(815)

(572)

(1) During the second quarter of 2025, Suncor recorded a write-down of an equity investment of $95 million.
(2) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

Corporate incurred an adjusted operating loss of $283 million in the third quarter of 2025, compared to a loss of $201 million in the prior year quarter. The increased loss was primarily attributable to an increase in share-based compensation expense in the current quarter, partially offset by an operational foreign exchange gain in the current quarter compared to a loss in the prior year quarter.

Eliminations reflect the deferral or realization of profit or loss on crude oil sales from Oil Sands to Suncor’s refineries. Consolidated profits and losses are only realized when the refined products from internal purchases have been sold to third parties. During the third quarter of 2025, the company realized $28 million of intersegment profit, compared to a realization of $202 million in the prior year quarter. The realization of intersegment profit in the third quarter of 2025 was primarily driven by lower refinery feedstock costs in the quarter.

Corporate and Eliminations adjusted funds used in operations were $152 million for the third quarter of 2025, compared to adjusted funds from operations of $71 million in the prior year quarter, and were influenced by the same factors impacting adjusted operating loss, excluding the impact of share-based compensation expense.

Results for the First Nine Months of 2025

Corporate and Eliminations loss before income taxes was $608 million for the first nine months of 2025, compared to $813 million in the prior year period. In addition to the factors impacting adjusted operating loss, the loss before income taxes for the first nine months of 2025 included a $289 million unrealized foreign exchange gain on the revaluation of U.S. dollar denominated debt, compared to a $200 million loss in the prior year period. The first nine months of 2025 also included a $95 million write-down of an equity investment.

The adjusted operating loss for Corporate and Eliminations for the first nine months of 2025 was $802 million, compared to $613 million in the prior year period. The increased loss was primarily attributed to an operational foreign exchange loss in the first nine months of 2025, compared to a gain in the prior year period, partially offset by a realization of intersegment profit in the first nine months of 2025, compared to a deferral in the prior year period.

Corporate and Eliminations adjusted funds used in operations for the first nine months of 2025 were $786 million, compared to $548 million in the prior year period, and were influenced by the same factors impacting adjusted operating loss.

2025 Third Quarter Suncor Energy Inc.   19


Management’s Discussion and Analysis

4. Income Tax

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Current income tax expense

 

412

621

1 472

2 051

Deferred income tax expense (recovery)

 

186

53

27

(152)

Income tax expense included in net earnings

 

598

674

1 499

1 899

Less: Income tax (recovery) expense on adjusted operating earnings adjustments

 

(16)

6

(6)

2

Income tax expense included in adjusted operating earnings

 

614

668

1 505

1 897

Effective tax rate

 

27.0%

25.0%

25.2%

26.8%

The provision for income taxes in the third quarter of 2025 decreased to $598 million, compared to $674 million in the prior year quarter, primarily due to lower taxable earnings. In the third quarter of 2025, the company's effective tax rate on net earnings increased compared to the prior year quarter, primarily due to the impact of non-taxable foreign exchange losses on the revaluation of U.S. dollar denominated debt, and other permanent items impacting total tax expense in the current quarter.

The provision for income taxes in the first nine months of 2025 decreased to $1.499 billion, compared to $1.899 billion in the prior year period, primarily due to lower taxable earnings. In the first nine months of 2025, the company's effective tax rate on net earnings decreased compared to the prior year period, primarily due to the impact of non-taxable foreign exchange gains on the revaluation of U.S. dollar denominated debt, and other permanent items impacting total tax expense in the current year.

20   2025 Third Quarter Suncor Energy Inc.


5. Capital Investment Update

Capital and Exploration Expenditures by Type, Excluding Capitalized Interest

Three months ended

Nine months ended

September 30, 
2025

September 30, 
2024

September 30, 
2025

 

September 30, 
2024

Asset Sustainment and

Economic

Asset Sustainment and

Economic

($ millions)

    

Maintenance(1)

Investment(2)

Total

 

Total

 

Maintenance(1)

Investment(2)

Total

Total

Oil Sands

 

Oil Sands Base

 

208

73

281

364

707

375

1 082

1 501

In Situ

 

50

108

158

118

134

284

418

364

Fort Hills

 

107

105

212

221

259

270

529

568

Syncrude

 

273

48

321

190

543

175

718

753

E&P

 

163

163

268

567

567

623

R&M

 

222

68

290

294

676

156

832

835

Corporate and Eliminations

 

14

14

12

28

1

29

24

 

874

565

1 439

1 467

2 347

1 828

4 175

4 668

Capitalized interest on debt

 

45

88

162

245

Total capital and exploration expenditures

 

1 484

1 555

4 337

4 913

(1) Asset sustainment and maintenance capital expenditures include capital investments that deliver on existing value by ensuring compliance or maintaining relations with regulators and other stakeholders and maintaining current processing capacity.
(2) Economic investment capital expenditures include capital investments that result in an increase in value by adding reserves or improving processing capacity, utilization, cost or margin, including associated infrastructure.

During the third quarter of 2025, the company incurred $1.439 billion of capital expenditures, excluding capitalized interest, compared to $1.467 billion in the prior year quarter. Suncor capitalized $45 million of its borrowing costs in the third quarter of 2025 as part of the cost of major development assets and construction projects in progress, compared to $88 million in the prior year quarter.

Economic investment expenditures in the third quarter of 2025 were primarily related to:

The completion of the Upgrader 1 coke drum replacement project at Oil Sands Base.
The ongoing design and construction of well pads to develop additional reserves that are intended to maintain existing production levels at In Situ.
Mine equipment purchases and commencing the second opening at the Fort Hills North Pit mine.
The Mildred Lake Mine Extension West project and preparation for autonomous haul system conversion at Syncrude.
Progressing the West White Rose project within the E&P segment.
Enhancing R&M sales and marketing business, including continued strategic investment in specific company-owned retail sites.

Asset sustainment and maintenance expenditures in the third quarter of 2025 were primarily related to:

Planned turnaround activity, mine equipment, mine tailings and other maintenance projects within the Oil Sands segment.
Planned turnaround activity and sustainment of refinery, retail and logistics assets within the R&M segment.

2025 Third Quarter Suncor Energy Inc.   21


Management’s Discussion and Analysis

6. Financial Condition and Liquidity

Indicators

Twelve months ended
September 30

    

2025

2024

Return on capital employed (ROCE)(1)(2) (%)

 

11.0

15.6

Net debt to adjusted funds from operations(1) (times)

 

0.5

0.6

Total debt to total debt plus shareholders’ equity(1) (%)

 

18.3

19.6

Net debt to net debt plus shareholders’ equity(1) (%)

 

13.7

15.0

(1) Non-GAAP financial measures or contains non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.
(2) For the twelve months ended September 30, 2025, and the twelve months ended September 30, 2024, there were no impairments or impairment reversals. As a result, ROCE excluding impairments was equal to ROCE.

Capital Resources

Suncor’s capital resources consist primarily of cash flow provided by operating activities, cash and cash equivalents, and available lines of credit. Suncor’s management believes the company will have the capital resources required to fund its planned 2025 capital spending program of $5.7 billion to $5.9 billion, and to meet working capital requirements, through cash and cash equivalents balances, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, accessing capital markets. The company’s cash flow provided by operating activities depends on several factors, including commodity prices, production, sales volumes, refining and marketing gross margins, operating expenses, taxes, royalties and foreign exchange rates.

The company has invested cash in short-term financial instruments that are presented as cash and cash equivalents. The objectives of the company’s short-term investment portfolio are to ensure the preservation of capital, maintain adequate liquidity to meet Suncor’s cash flow requirements, and deliver competitive returns derived from the quality and diversification of investments within acceptable risk parameters. The maximum weighted average term to maturity of the short-term investment portfolio is not expected to exceed six months, and all investments are with counterparties with investment-grade debt ratings.

Available Sources of Liquidity

For the three months ended September 30, 2025, cash and cash equivalents increased to $2.944 billion from $2.269 billion as at June 30, 2025. The source of cash in the third quarter of 2025 was primarily due to the company’s cash flow provided by operating activities exceeding the company’s shareholder returns, including the repurchase of Suncor’s common shares under its normal course issuer bid (NCIB) and the payment of dividends, and the company’s capital and exploration expenditures.

For the nine months ended September 30, 2025, cash and cash equivalents decreased to $2.944 billion from $3.484 billion as at December 31, 2024. The use of cash in the first nine months of 2025 was primarily due to the company’s shareholder returns, including the repurchase of Suncor’s common shares under its NCIB and the payment of dividends, and the company’s capital and exploration expenditures exceeding the company’s cash flow provided by operating activities.

As at September 30, 2025, the weighted average days to maturity of the company’s short-term investment portfolio was approximately 6 days.

As at September 30, 2025, available credit facilities for liquidity purposes were $5.383 billion, compared to $5.475 billion as at December 31, 2024.

Financing Activities

Management of debt levels and liquidity continues to be a priority for Suncor given the company’s long-term plans and the expected future volatility in the business environment. Suncor believes a phased and flexible approach to existing and future projects will help the company maintain its ability to manage project costs and debt levels.

Total Debt to Total Debt Plus Shareholders’ Equity

Suncor is subject to financial and operating covenants related to its bank debt and public market debt. Failure to meet the terms of one or more of these covenants may constitute an “event of default” as defined in the respective debt agreements, potentially resulting in accelerated repayment of one or more of the debt obligations. The company is in compliance with its financial covenant that requires total debt and lease liabilities to not exceed 65% of its total debt and lease liabilities plus shareholders’ equity. As at September 30, 2025, total debt and lease liabilities to total debt and lease liabilities plus shareholders’ equity was 24.2% (December 31, 2024 – 24.8%). The company also continues to be in compliance with all operating covenants under its debt agreements.

22   2025 Third Quarter Suncor Energy Inc.


Change in Debt

Three months ended

Nine months ended

($ millions)

    

September 30, 2025

September 30, 2025

Total debt(1) – beginning of period

 

9 942

10 345

Foreign exchange on debt, and other

 

149

(254)

Total debt(1) – September 30, 2025

 

10 091

10 091

Less: Cash and cash equivalents – September 30, 2025

 

2 944

2 944

Net debt (1) – September 30, 2025

 

7 147

7 147

(1) Non-GAAP financial measures. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A.

The company’s total debt increased in the third quarter of 2025, primarily due to unfavourable foreign exchange rates on U.S. dollar denominated debt compared to June 30, 2025.

The company’s total debt decreased in the first nine months of 2025 primarily due to favourable foreign exchange rates on U.S. dollar denominated debt compared to December 31, 2024.

As at September 30, 2025, Suncor’s net debt was $7.147 billion, compared to $6.861 billion as at December 31, 2024. The increase in net debt was primarily due to a decrease in cash and cash equivalents and the factors discussed above.

Common Shares

September 30, 

(thousands)

    

2025

Common shares

 

1 205 914

Common share options – exercisable

 

3 302

Common share options – non-exercisable

 

2 184

As at October 31, 2025, the total number of common shares outstanding was 1,201,266,687 and the total number of exercisable and non-exercisable common share options outstanding was 5,460,899. Once vested, each outstanding common share option is exercisable for one common share.

2025 Third Quarter Suncor Energy Inc.   23


Management’s Discussion and Analysis

Share Repurchases

Maximum

Maximum

Number of

Commencement

Shares

Shares

Shares

(thousands of common shares)

    

Date

    

Expiry

    

for Repurchase

    

Repurchase (%)

    

Repurchased

2023 NCIB

 

February 17, 2023

February 16, 2024

132 900

10

47 107

2024 NCIB

 

February 26, 2024

February 25, 2025

128 700

10

61 066

2025 NCIB

 

March 3, 2025

March 2, 2026

123 800

10

37 720

Between March 3, 2025, and October 31, 2025, Suncor repurchased 37,720,306 common shares on the open market pursuant to its NCIB, representing the equivalent of 3.0% of its outstanding common shares as at February 18, 2025, for $2.0 billion, at a weighted average price of $53.01 per share.

The actual number of common shares that may be repurchased under the NCIB and the timing of any such repurchases will be determined by Suncor. The company believes that, depending on the trading price of its common shares and other relevant factors, repurchasing its own shares represents an attractive investment opportunity and is in the best interests of the company and its shareholders. The company does not expect that the decision to allocate cash to repurchase shares will affect its long-term strategy.

Three months ended
September 30

Nine months ended
September 30

($ millions, except as noted)

    

2025

2024

2025

2024

Share repurchase activities (thousands of common shares)

 

13 600

15 044

42 193

37 043

Weighted average repurchase price per share (dollars per share)

 

55.15

52.51

53.33

51.50

Share repurchase cost(1)

 

750

790

2 250

1 908

(1) The three and nine months ended September 30, 2025, excludes nil and $48 million, respectively, of taxes paid on share repurchase costs.

Contractual Obligations, Commitments, Guarantees and Off-Balance Sheet Arrangements

In the normal course of business, the company is obligated to make future payments, including payments in respect of contractual obligations and non-cancellable commitments. Suncor has included these items in the Financial Condition and Liquidity section of the 2024 annual MD&A, with no material updates to note during the nine months ended September 30, 2025. Suncor does not believe it has any guarantees or off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the company’s financial performance or financial condition, results of operations, liquidity or capital expenditures.

24   2025 Third Quarter Suncor Energy Inc.


7. Quarterly Financial Data

Trends in Suncor’s quarterly revenue, earnings and adjusted funds from operations are driven primarily by production volumes, which can be significantly impacted by major maintenance events, changes in commodity prices and crude differentials, refining crack spreads, foreign exchange rates and other significant events impacting operations, such as operational incidents.

Financial Summary

Three months ended

Sep 30

Jun 30

Mar 31

Dec 31

Sep 30

Jun 30

Mar 31

Dec 31

($ millions, unless otherwise noted)

    

2025

2025

2025

2024

2024

2024

2024

2023

Total production (mbbls/d)

 

Oil Sands

 

812.2

748.4

790.9

817.5

776.0

716.0

785.0

757.4

Exploration and Production

 

57.8

59.7

62.3

57.5

52.6

54.6

50.3

50.7

Total upstream production

 

870.0

808.1

853.2

875.0

828.6

770.6

835.3

808.1

Refinery crude oil processed (mbbls/d)

 

491.7

442.3

482.7

486.2

487.6

430.5

455.3

455.9

Revenues and other income

 

Gross revenues

 

13 565

12 749

13 330

13 657

13 905

14 014

13 305

13 589

Royalties

 

(1 013)

(758)

(1 007)

(1 126)

(1 017)

(1 125)

(924)

(779)

Operating revenues, net of royalties

 

12 552

11 991

12 323

12 531

12 888

12 889

12 381

12 810

Other income (loss)

 

115

(97)

130

(28)

174

151

148

1 328

 

12 667

11 894

12 453

12 503

13 062

13 040

12 529

14 138

Net earnings

 

1 619

1 134

1 689

818

2 020

1 568

1 610

2 820

Per common share – basic (dollars)

 

1.34

0.93

1.36

0.65

1.59

1.22

1.25

2.18

Adjusted operating earnings(1)

 

1 794

873

1 629

1 566

1 875

1 626

1 817

1 635

Per common share(1)(2) (dollars)

 

1.48

0.71

1.31

1.25

1.48

1.27

1.41

1.26

Adjusted funds from operations(1)

 

3 831

2 689

3 045

3 493

3 787

3 397

3 169

4 034

Per common share(1)(2) (dollars)

 

3.16

2.20

2.46

2.78

2.98

2.65

2.46

3.12

Cash flow provided by operating activities

 

3 785

2 919

2 156

5 083

4 261

3 829

2 787

4 318

Per common share(2) (dollars)

 

3.13

2.38

1.74

4.05

3.36

2.98

2.16

3.34

Free funds flow(1)

 

2 347

981

1 900

1 923

2 232

1 350

1 858

2 482

Per common share(1)(2) (dollars)

 

1.94

0.80

1.53

1.53

1.76

1.05

1.44

1.92

ROCE(1)(3) (%) for the twelve months ended

 

11.0

11.1

12.8

13.0

15.6

15.6

15.7

16.3

ROCE excluding impairments and impairment reversals(1)(3) (%) for the twelve months ended

 

11.0

11.1

12.8

13.0

15.6

15.6

15.7

16.3

Net debt(1)(4)

 

7 147

7 673

7 559

6 861

7 968

9 054

9 552

9 852

Common share information (dollars)

 

Dividend per common share(2)

 

0.57

0.57

0.57

0.57

0.55

0.55

0.55

0.55

Share price at the end of trading

 

Toronto Stock Exchange (Cdn$)

 

58.24

51.01

55.72

51.31

49.92

52.15

49.99

42.45

New York Stock Exchange (US$)

 

41.81

37.45

38.72

35.68

36.92

38.10

36.91

32.04

(1) Such financial measure is a non-GAAP financial measure or contains a non-GAAP financial measure. See the Non-GAAP and Other Financial Measures Advisory section of this MD&A. Adjusted operating earnings, adjusted funds from operations, net debt, free funds flow, ROCE and ROCE excluding impairments are defined in the Non-GAAP and Other Financial Measures Advisory section and reconciled to GAAP measures in the Consolidated Financial Information and the Segment Results and Analysis section in the respective Quarterly Report to Shareholders (Quarterly Report) issued by Suncor in respect of the relevant quarter, which information is incorporated by reference herein and is available on SEDAR+ at www.sedarplus.ca.
(2) Presented on a basic per share basis.
(3) Beginning in the second quarter of 2024, the company revised the definition of ROCE to exclude lease liabilities from the calculation of average capital employed and interest on lease liabilities from net interest expense to better align with how management and industry monitor capital structure. Prior period comparatives have been restated to reflect this change.
(4) Beginning in the second quarter of 2024, the company revised the definition of net debt to exclude lease liabilities to better align with how management and industry monitor capital structure. Prior period comparatives have been restated to reflect this change.

2025 Third Quarter Suncor Energy Inc.   25


Management’s Discussion and Analysis

Business Environment

Sep 30

Jun 30

Mar 31

Dec 31

Sep 30

Jun 30

Mar 31

Dec 31

(average for the three months ended)

    

2025

2025

2025

2024

2024

2024

2024

2023

WTI crude oil at Cushing

 

US$/bbl

64.95

63.70

71.40

70.30

75.15

80.55

76.95

78.35

Dated Brent crude

 

US$/bbl

69.10

67.80

75.70

74.70

80.25

84.90

83.25

84.05

Dated Brent/Maya FOB price differential

 

US$/bbl

8.80

10.10

11.10

11.85

13.90

12.05

14.10

12.55

MSW at Edmonton

 

Cdn$/bbl

86.40

84.25

95.30

94.95

98.00

105.25

92.20

99.70

WCS at Hardisty

 

US$/bbl

54.55

53.50

58.75

57.75

61.65

67.00

57.60

56.45

WCS-WTI heavy/light differential

 

US$/bbl

(10.40)

(10.20)

(12.65)

(12.55)

(13.50)

(13.55)

(19.35)

(21.90)

SYN-WTI premium (differential)

 

US$/bbl

1.35

1.00

(2.35)

0.85

1.30

2.80

(7.40)

0.30

Condensate at Edmonton

 

US$/bbl

63.10

63.50

69.90

70.65

71.30

77.15

72.80

76.25

Natural gas (Alberta spot) at AECO

 

Cdn$/GJ

0.60

1.65

2.05

1.45

0.65

1.10

2.20

2.15

Alberta Power Pool Price

 

Cdn$/MWh

51.30

40.50

39.80

51.50

55.35

45.15

99.30

81.60

New York Harbor 2-1-1 crack(1)

 

US$/bbl

29.95

25.90

21.05

18.80

21.05

24.75

27.05

28.60

Chicago 2-1-1 crack(1)

 

US$/bbl

26.40

22.05

14.65

13.85

19.35

18.85

19.80

17.10

Portland 2-1-1 crack(1)

 

US$/bbl

42.05

38.20

22.30

20.95

20.35

29.30

26.85

29.35

Gulf Coast 2-1-1 crack(1)

 

US$/bbl

27.10

23.20

20.85

17.00

18.90

22.10

27.95

23.00

U.S. Renewable Volume Obligation

 

US$/bbl

6.40

6.15

4.75

4.05

3.90

3.40

3.70

4.75

Suncor custom 5-2-2-1 index(2)

 

US$/bbl

31.20

27.85

26.80

24.25

26.05

26.70

35.95

33.45

Exchange rate (average)

 

US$/Cdn$

0.73

0.72

0.70

0.71

0.73

0.73

0.74

0.73

Exchange rate (end of period)

 

US$/Cdn$

0.72

0.73

0.69

0.69

0.74

0.73

0.74

0.76

(1) 2-1-1 crack spreads are indicators of the refining margin generated by converting two barrels of WTI into one barrel of gasoline and one barrel of diesel. The crack spreads presented here generally approximate the regions into which the company sells refined products through retail and wholesale channels.
(2) Suncor has developed an indicative 5-2-2-1 index based on publicly available pricing data to more accurately reflect the company’s realized refining and marketing gross margin. For more details, including how the custom index is calculated, see Suncor’s 2024 annual MD&A.

26   2025 Third Quarter Suncor Energy Inc.


8. Other Items

Accounting Policies and New IFRS Standards

Suncor’s significant accounting policies and a summary of recently announced accounting standards are described in the Accounting Policies and Critical Accounting Estimates section of Suncor’s 2024 annual MD&A and in notes 3 and 5 of Suncor’s audited Consolidated Financial Statements for the year ended December 31, 2024.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect reported assets, liabilities, revenues and expenses, gains and losses, and disclosures of contingencies. These estimates and assumptions are subject to change based on experience and new information. Critical accounting estimates are those that require management to make assumptions about matters that are highly uncertain at the time the estimate is made. Critical accounting estimates are also those estimates that, where a different estimate could have been used or where changes in the estimate that are reasonably likely to occur, would have a material impact on the company’s financial condition, changes in financial condition or financial performance. Critical accounting estimates and judgments are reviewed annually by the Audit Committee of the Board of Directors. A detailed description of Suncor’s critical accounting estimates is provided in note 4 to the audited Consolidated Financial Statements for the year ended December 31, 2024, and in the Accounting Policies and Critical Accounting Estimates section of Suncor’s 2024 annual MD&A.

Financial Instruments

Suncor periodically enters into derivative contracts such as forwards, futures, swaps, options and costless collars to manage exposure to fluctuations in commodity prices and foreign exchange rates, and to optimize the company’s position with respect to interest payments. For more information on Suncor’s financial instruments and the related financial risk factors, see note 27 of the audited Consolidated Financial Statements for the year ended December 31, 2024, note 9 to the unaudited interim Consolidated Financial Statements for the three and nine months ended September 30, 2025, and the Financial Condition and Liquidity section of the 2024 annual MD&A.

Control Environment

Based on their evaluation as at September 30, 2025, Suncor’s Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to ensure that information required to be disclosed by the company in reports that are filed or submitted to Canadian and U.S. securities authorities is recorded, processed, summarized and reported within the time periods specified in Canadian and U.S. securities laws. In addition, as at September 30, 2025, there were no changes in the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three-month period ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. Management will continue to periodically evaluate the company’s disclosure controls and procedures and internal control over financial reporting and will make any modifications as deemed necessary from time to time.

Based on their inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements, and even those controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Tariffs

In March 2025, the government of the United States of America announced tariffs on certain goods and products. Several countries (including Canada) responded with an escalation in tariffs and/or retaliatory tariffs. This has resulted in economic uncertainty in the global markets, disruption of supply chains, international competitiveness and fluctuations in commodity pricing. The company is closely monitoring these developments and will continue to assess the impacts of such tariffs and measures as the situation develops.

Corporate Guidance

Suncor has updated its 2025 corporate guidance ranges, previously updated on August 5, 2025, by increasing the following ranges:

Upstream production has increased from 810,000–840,000 bbls/d to 845,000–855,000 bbls/d.
Refinery throughput has increased from 435,000–450,000 bbls/d to 470,000–475,000 bbls/d.
Refinery utilization has increased from 93%–97% to 101%–102%.
Refined product sales have increased from 555,000–585,000 bbls/d to 610,000–620,000 bbls/d.
Business environment has been updated to reflect the current business environment as at November 4, 2025.

For further details and advisories regarding Suncor’s 2025 corporate guidance, see www.suncor.com/guidance.

2025 Third Quarter Suncor Energy Inc.   27


Management’s Discussion and Analysis

9. Non-GAAP And Other Financial Measures Advisory

Certain financial measures in this MD&A – namely adjusted operating earnings (loss), adjusted funds from (used in) operations, measures contained in ROCE and ROCE excluding impairments and impairment reversals, price realizations, free funds flow, Oil Sands operations cash operating costs, Fort Hills cash operating costs, Syncrude cash operating costs, refining and marketing gross margin, refining operating expense, net debt, total debt, LIFO inventory valuation methodology and related per share or per barrel amounts or metrics that contain such measures – are not prescribed by GAAP. These non-GAAP financial measures are included because management uses the information to analyze business performance, leverage and liquidity, as applicable, and it may be useful to investors on the same basis. These non-GAAP financial measures do not have any standardized meaning and, therefore, are unlikely to be comparable to similar measures presented by other companies. Therefore, these non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Except as otherwise indicated, these non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.

Adjusted Operating Earnings (Loss)

Adjusted operating earnings (loss) is a non-GAAP financial measure that adjusts net earnings (loss) for significant items that are not indicative of operating performance. Management uses adjusted operating earnings (loss) to evaluate operating performance because management believes it provides better comparability between periods. Adjusted operating earnings (loss) is reconciled to net earnings (loss) in the Consolidated Financial and Operating Information and Segment Results and Analysis sections of this MD&A.

Bridge Analyses of Adjusted Operating Earnings (Loss)

Within this MD&A, the company presents a chart that illustrates the change in adjusted operating earnings (loss) from the comparative period through key variance factors. These factors are analyzed in the Adjusted Operating Earnings (Loss) narratives following the bridge analysis in this MD&A. This bridge analysis is presented because management uses this presentation to evaluate performance. All reconciling items are presented on a before-tax basis and adjusted for income taxes in the Income Tax bridge factor.

The factor for Sales Volumes and Mix is calculated based on sales volumes and mix for the Oil Sands and E&P segments and refinery production volumes for the R&M segment.
The factor for Price, Margin and Other Revenue includes upstream price realizations before royalties, except for the company’s Libya operations, which is net of royalties, and realized commodity risk management activities. Also included are refining and marketing gross margins, other operating revenue and the net impacts of sales and purchases of third-party crude, including product purchased for use as diluent in the company’s Oil Sands operations and subsequently sold as part of diluted bitumen.
The factor for Royalties excludes the impact of the company’s Libya operations, as royalties in Libya are included in Price, Margin and Other Revenue as described above.
The factor for Inventory Valuation is comprised of changes in the FIFO inventory valuation and the realized portion of commodity risk management activities reported in the R&M segment, as well as the impact of the deferral or realization of profit or loss on crude oil sales from the Oil Sands segment to Suncor’s refineries reported in the Corporate and Eliminations segment.
The factor for Operating and Transportation Expense includes project startup costs, OS&G expense and transportation expense.
The factor for Financing Expense and Other includes financing expenses, other income, operational foreign exchange gains and losses and changes in gains and losses on disposal of assets that are not adjusted operating earnings (loss) adjustments.
The factor for DD&A and Exploration Expense includes depreciation, depletion and amortization expense, and exploration expense.
The factor for Income Tax includes the company’s current and deferred income tax expense on adjusted operating earnings, changes in statutory income tax rates and other income tax adjustments.

28   2025 Third Quarter Suncor Energy Inc.


ROCE and ROCE Excluding Impairments and Impairment Reversals

ROCE is a non-GAAP ratio that management uses to analyze operating performance and the efficiency of Suncor’s capital allocation process. ROCE is calculated using the non-GAAP financial measures adjusted net earnings and average capital employed. Adjusted net earnings are calculated by taking net earnings (loss) and adjusting after-tax amounts for unrealized foreign exchange on U.S. dollar denominated debt and net interest expense. Average capital employed is calculated as a twelve-month average of the capital employed balance at the beginning of the twelve-month period and the month-end capital employed balances throughout the remainder of the twelve-month period. Figures for capital employed at the beginning and end of the twelve-month period are presented to show the changes in the components of the calculation over the twelve-month period.

For the twelve months ended September 30

($ millions, except as noted)

    

2025

2024

Adjustments to net earnings

 

Net earnings

 

5 260

8 018

Add (deduct) after-tax amounts for:

 

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

 

176

(13)

Net interest expense

 

301

296

Adjusted net earnings(1)

 

A

5 737

8 301

Capital employed – beginning of twelve-month period

 

Net debt(2)

 

7 968

9 837

Shareholders’ equity

 

45 082

41 770

 

53 050

51 607

Capital employed – end of twelve-month period

 

Net debt(2)

 

7 147

7 968

Shareholders’ equity

 

45 163

45 082

 

52 310

53 050

Average capital employed

 

B

52 157

53 260

ROCE (%)(3)

 

A/B

11.0

15.6

(1) Total before-tax impact of adjustments is $608 million for the twelve months ended September 30, 2025, and $391 million for the twelve months ended September 30, 2024.
(2) Net debt is a non-GAAP financial measure.
(3) For the twelve months ended September 30, 2025, and the twelve months ended September 30, 2024, there were no impairments or impairment reversals. As a result, ROCE excluding impairments was equal to ROCE.

2025 Third Quarter Suncor Energy Inc.   29


Management’s Discussion and Analysis

Adjusted Funds From (Used In) Operations

Adjusted funds from (used in) operations is a non-GAAP financial measure that adjusts a GAAP measure – cash flow provided by operating activities – for changes in non-cash working capital, which management uses to analyze operating performance and liquidity. Changes to non-cash working capital can be impacted by, among other factors, commodity price volatility, the timing of offshore feedstock purchases and payments for commodity and income taxes, the timing of cash flows related to accounts receivable and accounts payable, and changes in inventory, which management believes reduces comparability between periods.

Adjusted funds from (used in) operations for each quarter are separately defined and reconciled to the cash flow provided by the operating activities measure in the Non-GAAP and Other Financial Measures Advisory section of each respective MD&A or Quarterly Report to shareholders, as applicable, for the related quarter, with such information being incorporated by reference herein and available on SEDAR+ at www.sedarplus.ca.

Three months ended September 30

Oil Sands

Exploration and Production

Refining and
Marketing

Corporate and Eliminations

Income Taxes

Total

($ millions)

    

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Earnings (loss) before income taxes

 

1 638

1 819

142

272

878

479

(441)

124

2 217

2 694

Adjustments for:

 

Depreciation, depletion, amortization and impairment

 

1 261

1 324

161

191

275

247

34

29

1 731

1 791

Accretion

 

126

131

16

17

3

2

145

150

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

 

186

(123)

186

(123)

Change in fair value of financial instruments and trading inventory

 

(122)

(78)

(30)

(8)

62

(21)

(90)

(107)

(Gain) loss on disposal of assets

 

(9)

(16)

(3)

(1)

1

(17)

(11)

Loss on extinguishment of long-term debt

 

26

26

Share-based compensation

 

59

26

3

2

30

12

89

25

181

65

Settlement of decommissioning and
restoration liabilities

 

(107)

(93)

(16)

(3)

(24)

(18)

(147)

(114)

Other

 

45

45

3

8

3

(19)

(11)

37

37

Current income tax expense

 

(412)

(621)

(412)

(621)

Adjusted funds from (used in) operations

 

2 900

3 165

279

471

1 216

701

(152)

71

(412)

(621)

3 831

3 787

Change in non-cash working capital

 

(46)

474

Cash flow provided by operating activities

 

3 785

4 261

30   2025 Third Quarter Suncor Energy Inc.


Exploration and

Refining and

Corporate and

Nine months ended September 30

Oil Sands

Production

Marketing

Eliminations

Income Taxes

Total

($ millions)

    

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Earnings (loss) before income taxes

 

4 157

4 982

465

742

1 927

2 186

(608)

(813)

5 941

7 097

Adjustments for:

 

Depreciation, depletion, amortization and impairment

 

3 708

3 744

499

545

792

727

104

87

5 103

5 103

Accretion

 

374

386

48

50

10

8

432

444

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

 

(289)

200

(289)

200

Change in fair value of financial instruments and trading inventory

 

25

(118)

(2)

10

17

45

40

(63)

Gain on disposal of assets

 

(9)

(16)

(3)

(1)

(1)

(17)

(13)

Loss on extinguishment of long-term debt

 

26

26

Share-based compensation

 

(20)

(102)

(2)

8

(6)

(46)

(88)

(71)

(116)

(211)

Settlement of decommissioning and restoration liabilities

 

(272)

(290)

(30)

(23)

(51)

(36)

(353)

(349)

Other

 

137

123

3

4

60

19

96

24

296

170

Current income tax expense

 

(1 472)

(2 051)

(1 472)

(2 051)

Adjusted funds from (used in) operations

 

8 109

8 716

981

1 336

2 733

2 900

(786)

(548)

(1 472)

(2 051)

9 565

10 353

Change in non-cash working capital

 

(705)

524

Cash flow provided by operating activities

 

8 860

10 877

2025 Third Quarter Suncor Energy Inc.   31


Management’s Discussion and Analysis

Free Funds Flow

Free funds flow is a non-GAAP financial measure that is calculated by taking adjusted funds from operations and subtracting capital expenditures, including capitalized interest. Free funds flow reflects cash available for increasing distributions to shareholders and reducing debt. Management uses free funds flow to measure the capacity of the company to increase returns to shareholders and to grow Suncor’s business.

Exploration and

Refining and

Corporate and

Three months ended September 30

Oil Sands

Production

Marketing

Eliminations

Income Taxes

Total

($ millions)

    

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Adjusted funds from (used in) operations

 

2 900

3 165

279

471

1 216

701

(152)

71

(412)

(621)

3 831

 

3 787

Capital expenditures including capitalized interest

 

(998)

(967)

(182)

(281)

(290)

(295)

(14)

(12)

(1 484)

(1 555)

Free funds flow (deficit)

 

1 902

2 198

97

190

926

406

(166)

59

(412)

(621)

2 347

2 232

Exploration and

Refining and

Corporate and

Nine months ended September 30

Oil Sands

Production

Marketing

Eliminations

Income Taxes

Total

($ millions)

    

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Adjusted funds from (used in) operations

 

8 109

8 716

981

1 336

2 733

2 900

(786)

(548)

(1 472)

(2 051)

9 565

 

10 353

Capital expenditures including capitalized interest

 

(2 856)

(3 399)

(620)

(652)

(832)

(838)

(29)

(24)

(4 337)

(4 913)

Free funds flow (deficit)

 

5 253

5 317

361

684

1 901

2 062

(815)

(572)

(1 472)

(2 051)

5 228

5 440

Oil Sands Operations, Fort Hills and Syncrude Cash Operating Costs

Cash operating costs are calculated by adjusting Oil Sands segment OS&G expenses for non-production costs and excess power capacity. Significant non-production costs include, but are not limited to, share-based compensation adjustments, research costs, project startup costs and adjustments to reflect the cost of internal transfers in the receiving asset at the cost of production versus the cost of purchase. Non-production costs at Fort Hills and Syncrude also include, but are not limited to, an adjustment to reflect internally produced diesel from Oil Sands operations at the cost of production. Excess power capacity represents excess power revenue from cogeneration units that is recorded in operating revenues. Oil Sands operations excess power capacity and other also includes, but is not limited to, the natural gas expense recorded as part of a non-monetary arrangement involving a third-party processor. Oil Sands operations, Fort Hills and Syncrude production volumes are gross of internally consumed diesel and feedstock transfers between assets. Oil Sands operations, Fort Hills and Syncrude cash operating costs are reconciled in the Segment Results and Analysis – Oil Sands – Cash Operating Costs section of this MD&A. Management uses cash operating costs to measure operating performance.

32   2025 Third Quarter Suncor Energy Inc.


Refining and Marketing Gross Margin and Refining Operating Expense

Refining and marketing gross margins and refining operating expense are non-GAAP financial measures. Refining and marketing gross margin, on a FIFO basis, is calculated by adjusting R&M segment operating revenue, other income and purchases of crude oil and products (all of which are GAAP measures) for intersegment marketing fees recorded in intersegment revenues. Refining and marketing gross margin, on a LIFO basis, is further adjusted for the impacts of FIFO inventory valuation recorded in purchases of crude oil and products and risk management activities recorded in other income (loss). Refinery operating expense is calculated by adjusting R&M segment OS&G expenses for i) non-refining costs pertaining to the company’s supply, marketing and ethanol businesses; and ii) non-refining costs that management believes do not relate to the production of refined products, including, but not limited to, share-based compensation and enterprise shared service allocations. Management uses refining and marketing gross margin and refining operating expense to measure operating performance on a production barrel basis.

Three months ended
September 30

Nine months ended
September 30

($ millions, except as noted)

    

2025

2024

2025

2024

Refining and marketing gross margin reconciliation

 

Operating revenues

 

8 085

8 124

23 023

23 794

Purchases of crude oil and products

 

(6 208)

(6 685)

(18 099)

(18 792)

 

1 877

1 439

4 924

5 002

Other income

 

25

80

31

197

Non-refining and marketing margin

 

14

(1)

15

(56)

Refining and marketing gross margin – FIFO

 

1 916

1 518

4 970

5 143

Refinery production(1) (mbbls)

 

48 326

47 094

136 406

132 837

Refining and marketing gross margin – FIFO ($/bbl)

 

39.65

32.25

36.45

38.70

FIFO and risk management activities adjustment

 

(5)

171

137

78

Refining and marketing gross margin – LIFO

 

1 911

1 689

5 107

5 221

Refining and marketing gross margin – LIFO ($/bbl)

 

39.55

35.85

37.45

39.30

Refining operating expense reconciliation

 

Operating, selling and general expense

 

602

592

1 789

1 813

Non-refining costs

 

(313)

(319)

(903)

(935)

Refining operating expense

 

289

273

886

878

Refinery production(1) (mbbls)

 

48 326

47 094

136 406

132 837

Refining operating expense ($/bbl)

 

6.00

5.80

6.50

6.60

(1) Refinery production is the output of the refining process and differs from crude oil processed as a result of volumetric adjustments for non-crude feedstock, volumetric gain associated with the refining process and changes in unfinished product inventories.

2025 Third Quarter Suncor Energy Inc.   33


Management’s Discussion and Analysis

Impact of FIFO Inventory Valuation on Refining and Marketing Net Earnings (Loss)

GAAP requires the use of a FIFO inventory valuation methodology. For Suncor, this results in a disconnect between the sales prices for refined products, which reflect current market conditions, and the amount recorded as the cost of sale for the related refinery feedstock, which reflects market conditions at the time the feedstock was purchased. This lag between purchase and sale can be anywhere from several weeks to several months and is influenced by the time to receive crude after purchase, regional crude inventory levels, the completion of refining processes, transportation time to distribution channels and regional refined product inventory levels.

Suncor prepares and presents an estimate of the impact of using a FIFO inventory valuation methodology compared to a LIFO methodology, because management uses the information to analyze operating performance and compare itself against refining peers that are permitted to use LIFO inventory valuation under U.S. GAAP.

The company’s estimate is not derived from a standardized calculation and, therefore, may not be directly comparable to similar measures presented by other companies, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP or U.S. GAAP.

Net Debt and Total Debt

Net debt and total debt are non-GAAP financial measures that management uses to analyze the financial condition of the company. Total debt includes short-term debt, current portion of long-term debt and long-term debt (all of which are GAAP measures). Net debt is equal to total debt less cash and cash equivalents (a GAAP measure).

September 30

December 31

($ millions, except as noted)

    

2025

2024

Short-term debt

 

Current portion of long-term debt

 

1 480

997

Long-term debt

 

8 611

9 348

Total debt

 

10 091

10 345

Less: Cash and cash equivalents

 

2 944

3 484

Net debt

 

7 147

6 861

Shareholders’ equity

 

45 163

44 514

Total debt plus shareholders’ equity

 

55 254

54 859

Total debt to total debt plus shareholders’ equity (%)

 

18.3

18.9

Net debt to net debt plus shareholders’ equity (%)

 

13.7

13.4

34   2025 Third Quarter Suncor Energy Inc.


Price Realizations

Price realizations are a non-GAAP measure used by management to measure profitability. Oil Sands price realizations are presented on a crude product basis and are derived from the Oil Sands segmented statement of net earnings (loss), after adjusting for items not directly attributable to the revenues associated with production. E&P price realizations are presented on an asset location basis and are derived from the E&P segmented statement of net earnings (loss), after adjusting for other E&P assets, such as Libya, for which price realizations are not provided.

Oil Sands Price Realizations

September 30, 2025

September 30, 2024

Upgraded –

Oil Sands

Upgraded –

Oil Sands

Three months ended

Non-

Net

Segment

Non-

Net

Segment

Upgraded

SCO and

Average

Upgraded

SCO and

Average

($ millions, except as noted)

    

Bitumen

Diesel

Crude

Bitumen

Diesel

Crude

Operating revenues

 

2 346

4 704

7 050

2 362

4 883

7 245

Other income (loss)

 

70

36

106

(7)

22

15

Purchases of crude oil and products

 

(495)

(23)

(518)

(468)

(18)

(486)

Gross realization adjustment(1)

 

(81)

(108)

(189)

(33)

(27)

(60)

Gross realization

 

1 840

4 609

6 449

1 854

4 860

6 714

Transportation and distribution

 

(170)

(183)

(353)

(152)

(139)

(291)

Price realization

 

1 670

4 426

6 096

1 702

4 721

6 423

Sales volumes (mbbls)

 

25 567

49 856

75 423

23 383

46 952

70 335

Price realization per barrel

 

65.28

88.76

80.80

72.88

100.57

91.36

Nine months ended

September 30, 2025

September 30, 2024

Upgraded –

Oil Sands

Upgraded –

Oil Sands

Non-

Net

Segment

Non-

Net

Segment

Upgraded

SCO and

Average

Upgraded

SCO and

Average

($ millions, except as noted)

    

Bitumen

Diesel

Crude

Bitumen

Diesel

Crude

Operating revenues

 

7 349

13 282

20 631

7 242

14 357

21 599

Other income (loss)

 

55

91

146

112

30

142

Purchases of crude oil and products

 

(1 830)

(110)

(1 940)

(1 676)

(135)

(1 811)

Gross realization adjustment(1)

 

(113)

(324)

(437)

(98)

(151)

(249)

Gross realization

 

5 461

12 939

18 400

5 580

14 101

19 681

Transportation and distribution

 

(509)

(475)

(984)

(449)

(426)

(875)

Price realization

 

4 952

12 464

17 416

5 131

13 675

18 806

Sales volumes (mbbls)

 

75 597

137 478

213 075

69 474

138 325

207 799

Price realization per barrel

 

65.48

90.67

81.73

73.93

98.86

90.51

(1) Reflects the items not directly attributed to revenues received from the sale of proprietary crude and net non-proprietary activity at its deemed point of sale.

2025 Third Quarter Suncor Energy Inc.   35


Management’s Discussion and Analysis

E&P Price Realizations

Three months ended

September 30, 2025

September 30, 2024

E&P

E&P

E&P

E&P

($ millions, except as noted)

    

Canada

Other(1)(2)

Segment

    

Canada

Other(1)(2)

Segment

Operating revenues

 

588

77

665

718

718

Transportation and distribution

 

(30)

(2)

(32)

(14)

(14)

Price realization

 

558

75

704

Sales volumes (mbbls)

 

5 998

6 451

Price realization per barrel

 

92.89

109.24

Nine months ended

September 30, 2025

September 30, 2024

E&P

E&P

E&P

($ millions, except as noted)

    

Canada

Other(1)(2)

Segment

E&P Canada

Other(1)(2)

Segment

Operating revenues

 

1 603

456

2 059

1 764

392

2 156

Transportation and distribution

 

(81)

(9)

(90)

(58)

(5)

(63)

Price realization

 

1 522

447

1 706

387

Sales volumes (mbbls)

 

15 961

15 631

Price realization per barrel

 

95.43

109.40

(1) Reflects other E&P assets, such as Libya, for which price realizations are not provided.
(2) Production from the company’s Libya operations is presented on an economic basis. Revenue and royalties from the company’s Libya operations are presented on a working-interest basis, which is required for presentation purposes in the company’s Consolidated Financial Statements. In the third quarter of 2025, revenue included a gross-up amount of $59 million (2024 – nil), with an offsetting amount of $32 million (2024 – nil) in royalties in the E&P segment and $27 million (2024 – nil) in income tax expense recorded at the consolidated level. In the first nine months of 2025, revenue included a gross-up amount of $347 million (2024 – $298 million), with an offsetting amount of $202 million (2024 – $151 million) in royalties in the E&P segment and $145 million (2024 – $147 million) in income tax expense recorded at the consolidated level.

36   2025 Third Quarter Suncor Energy Inc.


10. Common Abbreviations

The following is a list of abbreviations that may be used in this MD&A:

Measurement

Places and Currencies

bbl

barrel

U.S.

United States

bbls/d

barrels per day

U.K.

United Kingdom

mbbls/d

thousands of barrels per day

$ or Cdn$

Canadian dollars

GJ

Gigajoule

US$

United States dollars

MW

megawatts

MWh

megawatts per hour

Financial and Business Environment

Q3

Three months ended September 30

DD&A

Depreciation, depletion and amortization

WTI

West Texas Intermediate

WCS

Western Canadian Select

SCO

Synthetic crude oil

SYN

Synthetic crude oil benchmark

MSW

Mixed Sweet Blend

2025 Third Quarter Suncor Energy Inc.   37


Management’s Discussion and Analysis

11. Advisories

Forward-Looking Statements

This MD&A contains certain forward-looking statements and other information based on Suncor’s current expectations, estimates, projections and assumptions that were made by the company in light of information available at the time the statement was made and consider Suncor’s experience and its perception of historical trends, including expectations and assumptions concerning: the accuracy of reserves estimates; commodity prices and interest and foreign exchange rates; the performance of assets and equipment; uncertainty related to geopolitical conflict; capital efficiencies and cost savings; applicable laws and government policies; future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to Suncor; the development and execution of projects; and the receipt, in a timely manner, of regulatory and third-party approvals. All statements and information that address expectations or projections about the future, and other statements and information about Suncor’s strategy for growth, expected and future expenditures or investment decisions, commodity prices, costs, schedules, production volumes, operating and financial results, future financing and capital activities, and the expected impact of future commitments are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects”, “anticipates”, “will”, “estimates”, “plans”, “scheduled”, “intends”, “believes”, “projects”, “indicates”, “could”, “focus”, “vision”, “goal”, “outlook”, “proposed”, “target”, “objective”, “continue”, “should”, “may”, “future”, “potential”, “opportunity”, “would”, “priority”, “strategy” and similar expressions. Forward-looking statements in this MD&A include references to:

statements that there are no planned maintenance events in the fourth quarter that have not already been completed;
the expectation that the new coke drums and reliability improvements will extend Upgrader 1 turnaround intervals from five to six years and require minimal maintenance between turnarounds;
the expectation that the extension of turnaround intervals for Upgrader 1, the extension of primary separation cell outages at Fort Hills from six months to annual intervals and the extension of maintenance intervals in the downstream will translate into lower costs, higher utilization rates and more production;
Suncor’s expectation that In Situ design and construction of new well pads will maintain existing production levels;
statements regarding Suncor’s planned 2025 capital spending program of $5.7 billion to $5.9 billion, including Suncor’s management’s belief that it will have the capital resources to fund it and to meet current and future working capital requirements through cash and cash equivalents balances, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, accessing capital markets;
the objectives of Suncor’s short-term investment portfolio and Suncor’s expectation that the maximum weighted average term to maturity of the short-term investment portfolio will not exceed six months, and that all investments will be with counterparties with investment-grade debt ratings;
the company’s priority regarding the management of debt levels and liquidity given the company’s long-term plans and future expected volatility in the pricing environment, and Suncor’s belief that a phased and flexible approach to existing and future projects will help the company manage project costs and debt levels;
the company’s expectation that its decision to allocate cash to repurchase shares will not affect its long-term strategy; and
the company’s belief that it does not have any guarantees or off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the company’s financial performance or financial condition, results of operations, liquidity or capital expenditures.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Suncor. Suncor’s actual results may differ materially from those expressed or implied by its forward-looking statements, so readers are cautioned not to place undue reliance on them. The financial and operating performance of the company’s reportable operating segments, specifically Oil Sands, E&P and R&M, may be affected by a number of factors.

Factors that affect Suncor’s Oil Sands segment include, but are not limited to, volatility in the prices for crude oil and other production, and the related impacts of fluctuating light/heavy and sweet/sour crude oil differentials; changes in the demand for refinery feedstock and diesel fuel, including the possibility that refiners that process the company’s proprietary production will be closed, experience equipment failure or other accidents; Suncor’s ability to operate its Oil Sands facilities reliably in order to meet production targets; the output of newly commissioned facilities, the performance of which may be difficult to predict during initial operations; Suncor’s dependence on pipeline capacity and other logistical constraints, which may affect the company’s ability to distribute products to market and which may cause the company to delay or cancel planned growth projects in the event of insufficient takeaway capacity; Suncor’s ability to finance Oil Sands economic investment and asset sustainment and maintenance capital expenditures; the availability of bitumen feedstock for upgrading operations, which can be negatively affected by poor ore grade quality, unplanned mine equipment and extraction plant maintenance, tailings storage, and In Situ reservoir and equipment performance, or the unavailability of third-party bitumen; changes in operating costs, including the cost of labour, natural gas and other energy sources used in oil sands processes; and the company’s ability to complete projects, including planned maintenance events, both on time and on budget, which could be impacted by competition from other projects (including other oil sands projects) for goods and services and demands on infrastructure in Alberta’s Wood Buffalo region and the surrounding area (including housing, roads and schools).

Factors that affect Suncor’s E&P segment include, but are not limited to, volatility in crude oil and natural gas prices; operational risks and uncertainties associated with oil and gas activities, including unexpected formations or pressures, premature declines of reservoirs, fires, blow-outs, equipment failures and other accidents, uncontrollable flows of crude oil, natural gas or well fluids, and pollution and other environmental risks; adverse weather conditions, which could disrupt output from producing assets or impact drilling programs, resulting in increased costs and/or delays in bringing on new production; political, economic and socioeconomic risks associated with Suncor’s foreign operations, including the unpredictability of operating in Libya due to ongoing political unrest; and market demand for mineral rights and producing properties, potentially leading to losses on disposition or increased property acquisition costs.

Factors that affect the R&M segment include, but are not limited to, fluctuations in demand and supply for refined products that impact the company’s margins; market competition, including potential new market entrants; the company’s ability to reliably operate refining and marketing

38   2025 Third Quarter Suncor Energy Inc.


facilities to meet production or sales targets; and risks and uncertainties affecting construction or planned maintenance schedules, including the availability of labour and other impacts of competing projects drawing on the same resources during the same time period.

Additional risks, uncertainties and other factors that could influence the financial and operating performance of all of Suncor’s operating segments and activities include, but are not limited to, changes in general economic, market and business conditions, such as commodity prices, interest rates, currency exchange rates and potential trade tariffs (including as a result of demand and supply effects resulting from the actions of OPEC+ and/or the impact of armed conflicts in the Middle East, the impact of the Russian invasion of Ukraine and/or the impact of changes to the U.S. government economic policy); fluctuations in supply and demand for Suncor’s products; the successful and timely implementation of capital projects, including growth projects and regulatory projects; risks associated with the development and execution of Suncor’s major projects and the commissioning and integration of new facilities; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; the risk that projects and initiatives intended to achieve cash flow growth and/or reductions in operating costs may not achieve the expected results in the time anticipated or at all; competitive actions of other companies, including increased competition from other oil and gas companies or from companies that provide alternative sources of energy; labour and material shortages; actions by government authorities, including the imposition or reassessment of, or changes to, taxes, fees, royalties, duties and other government-imposed compliance costs; changes to laws and government policies that could impact the company’s business, including environmental (including climate change), royalty and tax laws and policies; the ability and willingness of parties with whom Suncor has material relationships to perform their obligations to the company; the unavailability of, or outages to, third-party infrastructure that could cause disruptions to production or prevent the company from being able to transport its products; the occurrence of a protracted operational outage, a major safety or environmental incident, or unexpected events such as fires (including forest fires), equipment failures and other similar events affecting Suncor or other parties whose operations or assets directly or indirectly affect Suncor; the potential for security breaches of Suncor’s information technology and infrastructure by malicious persons or entities, and the unavailability or failure of such systems to perform as anticipated as a result of such breaches; security threats and terrorist or activist activities; the risk that competing business objectives may exceed Suncor’s capacity to adopt and implement change; risks and uncertainties associated with obtaining regulatory, third-party and stakeholder approvals outside of Suncor’s control for the company’s operations, projects, initiatives and exploration and development activities and the satisfaction of any conditions to approvals; the potential for disruptions to operations and construction projects as a result of Suncor’s relationships with labour unions that represent employees at the company’s facilities; the company’s ability to find new oil and gas reserves that can be developed economically; the accuracy of Suncor’s reserves, resources and future production estimates; market instability affecting Suncor’s ability to borrow in the capital debt markets at acceptable rates or to issue other securities at acceptable prices; the ability to maintain an optimal debt to cash flow ratio; the success of the company’s marketing and logistics activities using derivatives and other financial instruments; the cost of compliance with current and future environmental laws, including climate change laws; risks relating to increased activism and public opposition to fossil fuels and oil sands; the ability of counterparties to comply with their obligations in a timely manner; risks associated with joint arrangements in which the company has an interest; risks associated with land claims and Indigenous consultation requirements; the risk that the company may be subject to litigation; the impact of technology and risks associated with developing and implementing new technologies; and the accuracy of cost estimates, some of which are provided at the conceptual or other preliminary stage of projects and prior to commencement or conception of the detailed engineering that is needed to reduce the margin of error and increase the level of accuracy. The foregoing important factors are not exhaustive.

Many of these risk factors and other assumptions related to Suncor’s forward-looking statements are discussed in further detail throughout this MD&A, and in the company’s 2024 annual MD&A, the 2024 AIF and Form 40-F on file with Canadian securities commissions at www.sedarplus.ca and the United States Securities and Exchange Commission at www.sec.gov. Readers are also referred to the risk factors and assumptions described in other MD&As that Suncor files from time to time with securities regulatory authorities. Copies of these MD&As are available without charge from the company.

The forward-looking statements contained in this MD&A are made as of the date of this MD&A. Except as required by applicable securities laws, we assume no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing risks and assumptions affecting such forward-looking statements, whether as a result of new information, future events or otherwise.

2025 Third Quarter Suncor Energy Inc.   39


EX-99.2 3 su-20250930xex99d2.htm EX-99.2

Consolidated Statements of Comprehensive Income

(unaudited)

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Revenues and Other Income

 

  

 

  

Gross revenues (note 3)

 

13 565

13 905

39 644

 

41 224

Less: royalties

 

(1 013)

(1 017)

(2 778)

(3 066)

Other income (note 4)

 

115

174

148

 

473

 

12 667

 

13 062

37 014

 

38 631

Expenses

 

Purchases of crude oil and products

 

4 471

4 799

13 872

 

14 319

Operating, selling and general

 

3 270

3 055

9 730

 

9 648

Transportation and distribution

 

513

484

1 450

 

1 332

Depreciation, depletion, amortization and impairment

 

1 731

1 791

5 103

 

5 103

Exploration

 

6

8

132

 

82

Gain on disposal of assets

 

(17)

(11)

(17)

 

(13)

Financing expenses (note 6)

 

476

242

803

 

1 063

 

10 450

 

10 368

31 073

 

31 534

Earnings before Income Taxes

 

2 217

 

2 694

5 941

 

7 097

 

Income Tax Expense (Recovery)

 

Current

 

412

621

1 472

 

2 051

Deferred

 

186

53

27

 

(152)

 

598

674

1 499

 

1 899

Net Earnings

 

1 619

2 020

4 442

 

5 198

 

Other Comprehensive Income (Loss)

 

Items That May be Subsequently Reclassified to Earnings:

 

Foreign currency translation adjustment

 

33

(52)

(147)

 

(57)

Items That Will Not be Reclassified to Earnings:

 

Actuarial gain (loss) on employee retirement benefit plans, net of income taxes (note 11)

 

304

(10)

548

480

Other Comprehensive Income (Loss)

 

337

(62)

401

 

423

 

Total Comprehensive Income

 

1 956

1 958

4 843

 

5 621

 

Per Common Share (dollars) (note 7)

 

Net earnings – basic and diluted

 

1.34

1.59

3.63

 

4.06

Cash dividends

 

0.57

0.55

1.71

 

1.65

See accompanying notes to the condensed interim consolidated financial statements.

40   2025 Third Quarter   Suncor Energy Inc.


Consolidated Balance Sheets

(unaudited)

September 30

December 31

($ millions)

    

2025

2024

Assets

 

Current assets

 

Cash and cash equivalents

 

2 944

 

3 484

Accounts receivable

 

5 180

 

5 245

Inventories

 

5 137

 

5 041

Income taxes receivable

 

671

 

518

Total current assets

 

13 932

 

14 288

Property, plant and equipment, net

 

68 061

 

68 512

Exploration and evaluation

 

1 742

 

1 742

Other assets (note 11)

 

2 132

 

1 559

Goodwill and other intangible assets

 

3 468

 

3 503

Deferred income taxes

 

138

 

180

Total assets

 

89 473

 

89 784

 

Liabilities and Shareholders’ Equity

 

Current liabilities

 

Current portion of long-term debt

 

1 480

 

997

Current portion of long-term lease liabilities

 

556

599

Accounts payable and accrued liabilities

 

7 345

 

8 161

Current portion of provisions

 

871

 

958

Income taxes payable

 

85

 

32

Total current liabilities

 

10 337

 

10 747

Long-term debt

 

8 611

 

9 348

Long-term lease liabilities

 

3 805

3 745

Other long-term liabilities

 

1 513

 

1 502

Provisions (note 10)

 

11 901

 

11 931

Deferred income taxes

 

8 143

 

7 997

Equity

 

45 163

 

44 514

Total liabilities and shareholders’ equity

 

89 473

 

89 784

See accompanying notes to the condensed interim consolidated financial statements.

2025 Third Quarter   Suncor Energy Inc.   41


Consolidated Statements of Cash Flows

(unaudited)

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Operating Activities

 

Net Earnings

 

1 619

2 020

4 442

 

5 198

Adjustments for:

 

Depreciation, depletion, amortization and impairment

 

1 731

1 791

5 103

 

5 103

Deferred income tax expense (recovery)

 

186

53

27

 

(152)

Accretion (note 6)

 

145

150

432

 

444

Unrealized foreign exchange loss (gain) on U.S. dollar denominated debt (note 6)

 

186

(123)

(289)

 

200

Change in fair value of financial instruments and trading inventory

 

(90)

(107)

40

 

(63)

Gain on disposal of assets

 

(17)

(11)

(17)

 

(13)

Loss on extinguishment of long-term debt (note 6)

 

26

26

Share-based compensation

 

181

65

(116)

 

(211)

Settlement of decommissioning and restoration liabilities

 

(147)

(114)

(353)

 

(349)

Other

 

37

37

296

 

170

(Increase) decrease in non-cash working capital

 

(46)

474

(705)

 

524

Cash flow provided by operating activities

 

3 785

4 261

8 860

 

10 877

Investing Activities

 

Capital and exploration expenditures

 

(1 484)

(1 555)

(4 337)

 

(4 913)

Proceeds from disposal of assets

 

18

13

18

 

36

Other investments

 

(8)

(22)

(15)

 

(25)

(Increase) decrease in non-cash working capital

 

(137)

(107)

(202)

 

108

Cash flow used in investing activities

 

(1 611)

(1 671)

(4 536)

 

(4 794)

Financing Activities

 

Net decrease in short-term debt

 

(36)

 

(503)

Repayment of long-term debt

 

(321)

 

(321)

Lease liability payments

 

(163)

(123)

(518)

 

(328)

Issuance of common shares under share option plans

 

65

37

152

 

344

Repurchase of common shares(1) (note 8)

 

(750)

(790)

(2 298)

 

(1 908)

Distributions relating to non-controlling interest

 

(4)

(4)

(12)

(12)

Dividends paid on common shares

 

(688)

(690)

(2 090)

 

(2 090)

Cash flow used in financing activities

 

(1 540)

(1 927)

(4 766)

 

(4 818)

Increase (Decrease) in Cash and Cash Equivalents

 

634

663

(442)

 

1 265

Effect of foreign exchange on cash and cash equivalents

 

41

(32)

(98)

 

11

Cash and cash equivalents at beginning of period

 

2 269

2 374

3 484

 

1 729

Cash and Cash Equivalents at End of Period

 

2 944

3 005

2 944

 

3 005

Supplementary Cash Flow Information

 

Interest paid

 

158

133

599

 

585

Income taxes paid

 

439

538

1 436

 

1 522

(1) Includes $48 million of taxes paid on 2024 share repurchases for the nine months ended September 30, 2025.

See accompanying notes to the condensed interim consolidated financial statements.

42   2025 Third Quarter   Suncor Energy Inc.


Consolidated Statements of Changes In Equity

(unaudited)

    

    

    

Accumulated

    

    

    

Number of

Other

Common

Share

Contributed

Comprehensive

Retained

Shares

($ millions)

    

Capital

Surplus

Income

Earnings

Total

(thousands)

At December 31, 2023

 

21 661

 

569

 

1 048

 

20 001

 

43 279

 

1 290 100

Net earnings

 

5 198

5 198

 

Foreign currency translation adjustment

 

(57)

(57)

 

Actuarial gain on employee retirement benefit plans,
net of income taxes of $151

 

480

480

 

Total comprehensive income

 

 

 

(57)

 

5 678

 

5 621

 

Issued under share option plans

 

386

(52)

334

 

8 488

Repurchase of common shares for cancellation(1)
(note 8)

 

(628)

(1 309)

(1 937)

 

(37 043)

Change in liability for share repurchase commitment

 

(37)

(98)

(135)

 

Share-based compensation

 

10

10

 

Dividends paid on common shares

 

(2 090)

(2 090)

 

At September 30, 2024

 

21 382

527

991

22 182

45 082

1 261 545

At December 31, 2024

 

21 121

 

520

 

1 201

 

21 672

 

44 514

 

1 244 332

Net earnings

 

4 442

4 442

 

Foreign currency translation adjustment

 

(147)

(147)

 

Actuarial gain on employee retirement benefit plans,
net of income taxes of $172 (note 11)

 

548

548

Total comprehensive income

 

(147)

4 990

4 843

 

Issued under share option plans

 

178

(26)

152

 

3 775

Repurchase of common shares for cancellation(1)
(note 8)

 

(720)

(1 571)

(2 291)

 

(42 193)

Change in liability for share repurchase commitment
(note 8)

 

19

6

25

 

Share-based compensation (note 5)

 

10

10

 

Dividends paid on common shares

 

(2 090)

(2 090)

 

At September 30, 2025

 

20 598

 

504

 

1 054

 

23 007

 

45 163

 

1 205 914

(1) Includes $41 million of taxes on share repurchases for the nine months ended September 30, 2025 (September 30, 2024 – $29 million).

See accompanying notes to the condensed interim consolidated financial statements.

2025 Third Quarter   Suncor Energy Inc.   43


Notes to the Consolidated Financial Statements

(unaudited)

1. Reporting Entity and Description Of The Business

Suncor Energy is Canada’s leading integrated energy company. Suncor’s operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.; and the company’s Petro-Canada™ retail and wholesale distribution networks (including Canada’s Electric Highway™, a coast-to-coast network of fast-charging EV stations). Suncor is developing petroleum resources while advancing the transition to a lower-emissions future through investments in lower emissions intensity power, renewable feedstock fuels and projects targeting emissions intensity. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor’s common shares (symbol: SU) are listed on the TSX and NYSE.

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 are based on International Financial Reporting Standards as issued by the International Accounting Standards Board (the “IFRS Accounting Standards”) and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. 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 audited consolidated financial statements of the company for the year ended December 31, 2024.

(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 audited consolidated financial statements for the year ended December 31, 2024.

(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, Assumptions and Judgments

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 audited consolidated financial statements for the year ended December 31, 2024.

In March 2025, the government of the United States of America announced tariffs on certain goods and products. Several countries (including Canada) responded with an escalation in tariffs and/or retaliatory tariffs. This has resulted in economic uncertainty in the global markets, disruption of supply chains, international competitiveness and fluctuations in commodity pricing. The company is closely monitoring these developments and will continue to assess the impacts of such tariffs and measures as the situation develops.

(e) Income Taxes

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

44   2025 Third Quarter   Suncor Energy Inc.


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 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.

Exploration and

Refining and

Corporate and

Three months ended September 30

Oil Sands

Production

Marketing

Eliminations

Total

($ millions)

  

2025

   

2024

   

2025

   

2024

   

2025

   

2024

   

2025

   

2024

   

2025

   

2024

 

Revenues and Other Income

 

 

 

Gross revenues

 

4 822

 

5 083

 

665

 

718

 

8 077

 

8 104

 

1

 

 

13 565

 

13 905

Intersegment revenues

 

2 228

 

2 162

 

 

 

8

 

20

 

(2 236)

 

(2 182)

 

 

Less: Royalties

 

(880)

 

(923)

 

(133)

 

(94)

 

 

 

 

 

(1 013)

 

(1 017)

Operating revenues, net of royalties

 

6 170

 

6 322

 

532

 

624

 

8 085

 

8 124

 

(2 235)

 

(2 182)

 

12 552

 

12 888

Other income (loss)

 

106

 

15

 

(31)

 

14

 

25

 

80

 

15

 

65

 

115

 

174

 

6 276

 

6 337

 

501

 

638

 

8 110

 

8 204

 

(2 220)

 

(2 117)

 

12 667

 

13 062

Expenses

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Purchases of crude oil and products

 

518

 

486

 

 

 

6 208

 

6 685

 

(2 255)

 

(2 372)

 

4 471

 

4 799

Operating, selling and general

 

2 329

 

2 223

 

149

 

139

 

602

 

592

 

190

 

101

 

3 270

 

3 055

Transportation and distribution

 

353

 

291

 

32

 

14

 

138

 

189

 

(10)

 

(10)

 

513

 

484

Depreciation, depletion, amortization and impairment

 

1 261

 

1 324

 

161

 

191

 

275

 

247

 

34

 

29

 

1 731

 

1 791

Exploration

 

6

 

7

 

 

1

 

 

 

 

 

6

 

8

(Gain) loss on disposal of assets

 

 

(9)

 

 

 

(16)

 

(3)

 

(1)

 

1

 

(17)

 

(11)

Financing expenses

 

171

 

196

 

17

 

21

 

25

 

15

 

263

 

10

 

476

 

242

 

4 638

 

4 518

 

359

 

366

 

7 232

 

7 725

 

(1 779)

 

(2 241)

 

10 450

 

10 368

Earnings (Loss) before Income Taxes

 

1 638

 

1 819

 

142

 

272

 

878

 

479

 

(441)

 

124

 

2 217

 

2 694

Income Tax Expense

 

 

 

  

 

 

  

 

 

  

 

 

  

 

Current

 

 

 

 

 

 

 

 

 

412

 

621

Deferred

 

 

 

 

 

 

 

 

 

186

 

53

 

 

 

 

 

 

 

 

 

598

 

674

Net Earnings

 

 

 

 

 

 

 

 

 

1 619

 

2 020

Capital and Exploration Expenditures

 

998

 

967

 

182

 

281

 

290

 

295

 

14

 

12

 

1 484

 

1 555

2025 Third Quarter   Suncor Energy Inc.   45


Notes to the Consolidated Financial Statements

Nine months ended September 30

Oil Sands

Exploration and
Production

Refining and
Marketing

Corporate and
Eliminations

Total

($ millions)

  

2025

   

2024

   

2025

   

2024

   

2025

   

2024

   

2025

   

2024

   

2025

   

2024

 

Revenues and Other Income

 

 

 

Gross revenues

 

14 618

 

15 340

 

2 059

 

2 156

 

22 966

 

23 729

 

1

 

(1)

 

39 644

 

41 224

Intersegment revenues

 

6 013

 

6 259

 

 

 

57

 

65

 

(6 070)

 

(6 324)

 

 

Less: Royalties

 

(2 291)

 

(2 706)

 

(487)

 

(360)

 

 

 

 

 

(2 778)

 

(3 066)

Operating revenues, net of royalties

 

18 340

 

18 893

 

1 572

 

1 796

 

23 023

 

23 794

 

(6 069)

 

(6 325)

 

36 866

 

38 158

Other income (loss)

 

146

 

142

 

(17)

 

15

 

31

 

197

 

(12)

 

119

 

148

 

473

 

18 486

 

19 035

 

1 555

 

1 811

 

23 054

 

23 991

 

(6 081)

 

(6 206)

 

37 014

 

38 631

Expenses

 

  

 

 

  

 

 

 

 

 

 

  

 

Purchases of crude oil and products

 

1 940

 

1 811

 

 

 

18 099

 

18 792

 

(6 167)

 

(6 284)

 

13 872

 

14 319

Operating, selling and general

 

7 077

 

6 983

 

394

 

400

 

1 789

 

1 813

 

470

 

452

 

9 730

 

9 648

Transportation and distribution

 

984

 

875

 

90

 

63

 

404

 

424

 

(28)

 

(30)

 

1 450

 

1 332

Depreciation, depletion, amortization and impairment

 

3 708

 

3 744

 

499

 

545

 

792

 

727

 

104

 

87

 

5 103

 

5 103

Exploration

 

77

 

77

 

55

 

5

 

 

 

 

 

132

 

82

(Gain) loss on disposal of assets

 

 

(9)

 

 

 

(16)

 

(3)

 

(1)

 

(1)

 

(17)

 

(13)

Financing expenses

 

543

 

572

 

52

 

56

 

59

 

52

 

149

 

383

 

803

 

1 063

 

14 329

 

14 053

 

1 090

 

1 069

 

21 127

 

21 805

 

(5 473)

 

(5 393)

 

31 073

 

31 534

Earnings (Loss) before Income Taxes

 

4 157

 

4 982

 

465

 

742

 

1 927

 

2 186

 

(608)

 

(813)

 

5 941

 

7 097

Income Tax Expense (Recovery)

 

  

 

 

  

 

 

 

 

 

 

  

 

Current

 

 

 

 

 

 

 

 

 

1 472

 

2 051

Deferred

 

 

 

 

 

 

 

 

 

27

 

(152)

 

1 499

1 899

Net Earnings

 

 

 

 

 

 

 

 

 

4 442

 

5 198

Capital and Exploration Expenditures

 

2 856

 

3 399

 

620

 

652

 

832

 

838

 

29

 

24

 

4 337

 

4 913

46   2025 Third Quarter   Suncor Energy Inc.


Disaggregation of Revenue from Contracts with Customers and Intersegment Revenue

The company’s revenues are from the following major commodities:

Three months ended September 30

2025

2024

($ millions)

 

North America

International

Total

North America

International

Total

Oil Sands

 

Synthetic crude oil and diesel

 

4 704

4 704

4 883

4 883

Bitumen

 

2 346

2 346

2 362

2 362

 

7 050

7 050

7 245

7 245

Exploration and Production

 

Crude oil and natural gas liquids

 

588

77

665

718

718

 

588

77

665

718

718

Refining and Marketing

 

Gasoline

 

3 452

3 452

3 645

3 645

Distillate

 

3 911

3 911

3 726

3 726

Other

 

722

722

753

753

 

8 085

8 085

8 124

8 124

Corporate and Eliminations

 

 

(2 235)

(2 235)

(2 182)

(2 182)

Total Revenue from Contracts with Customers

 

13 488

77

13 565

13 905

13 905

Nine months ended September 30

2025

2024

($ millions)

    

North America

International

Total

North America

International

Total

Oil Sands

  

Synthetic crude oil and diesel

  

13 282

13 282

14 357

14 357

Bitumen

  

7 349

7 349

7 242

7 242

  

20 631

20 631

21 599

21 599

Exploration and Production

  

Crude oil and natural gas liquids

  

1 603

456

2 059

1 764

392

2 156

  

1 603

456

2 059

1 764

392

2 156

Refining and Marketing

  

Gasoline

  

9 986

9 986

10 154

10 154

Distillate

  

11 098

11 098

11 500

11 500

Other

  

1 939

1 939

2 140

2 140

  

23 023

23 023

23 794

23 794

Corporate and Eliminations

  

  

(6 069)

(6 069)

(6 325)

(6 325)

Total Revenue from Contracts with Customers

  

39 188

456

39 644

40 832

392

41 224

2025 Third Quarter   Suncor Energy Inc.   47


Notes to the Consolidated Financial Statements

4. Other Income

Other income consists of the following:

    

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Energy trading and risk management

 

12

68

39

207

Investment and interest income (1)

 

71

111

65

218

Insurance proceeds and other

 

32

 

(5)

44

48

 

115

 

174

148

 

473

(1) The nine months ended September 30, 2025, includes a $95 million write-down of an equity investment, within the Corporate segment and a $41 million write-down of an equity investment, within the Refining and Marketing segment.

5. Share-Based Compensation

The following table summarizes the share-based compensation expense for all plans recorded within operating, selling and general expense:

    

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Equity-settled plans

  

3

 

3

10

10

Cash-settled plans

  

180

 

73

338

353

  

183

76

348

363

48   2025 Third Quarter   Suncor Energy Inc.


6. Financing Expenses

    

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Interest on debt

 

163

151

462

516

Interest on lease liabilities

 

66

64

204

189

Capitalized interest

 

(45)

(88)

(162)

(245)

Interest expense

 

184

127

504

460

Interest on partnership liability

 

11

12

34

36

Interest on pension and other post-retirement benefits

 

(1)

6

(2)

17

Accretion

 

145

150

432

444

Foreign exchange loss (gain) on U.S. dollar denominated debt and leases

 

186

(123)

(289)

200

Operational foreign exchange and other

 

(49)

44

124

(120)

Loss on extinguishment of long-term debt

 

26

26

 

476

 

242

803

1 063

In the third quarter of 2024, the company completed two partial redemptions, for US$196.0 million of its outstanding US$1.15 billion 6.50% notes due 2038, and for US$18.9 million of its outstanding US$900.0 million 6.80% notes due 2038, resulting in a debt extinguishment loss of $26 million ($23 million after tax).

7. Earnings Per Common Share

    

Three months ended
September 30

Nine months ended
September 30

($ millions)

    

2025

2024

2025

2024

Net earnings

 

1 619

 

2 020

4 442

5 198

 

(millions of common shares)

 

Weighted average number of common shares

 

1 211

 

1 269

1 225

1 280

Dilutive securities:

 

Effect of share options

 

1

 

2

1

2

Weighted average number of diluted common shares

 

1 212

 

1 271

1 226

 

1 282

 

(dollars per common share)

 

Basic and diluted earnings per share

 

1.34

 

1.59

3.63

4.06

8. Normal Course Issuer Bid

Share Repurchase Programs

Maximum

Maximum

Number of

    

Commencement

    

Shares for

    

Shares for

    

Shares

(thousands of common shares)

 

Date

Expiry

Repurchase

Repurchase (%)

Repurchased

2023 Normal Course Issuer Bid

 

February 17, 2023

February 16, 2024

132 900

10

47 107

2024 Normal Course Issuer Bid

 

February 26, 2024

February 25, 2025

128 700

10

61 066

2025 Normal Course Issuer Bid

 

March 3, 2025

March 2, 2026

123 800

10

33 243

2025 Third Quarter   Suncor Energy Inc.   49


Notes to the Consolidated Financial Statements

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

    

Three months ended
September 30

Nine months ended
September 30

($ millions, except as noted)

2025

2024

2025

2024

Share repurchase activities (thousands of common shares)

 

  

 

  

Shares repurchased

 

13 600

 

15 044

42 193

37 043

Amounts charged to:

 

Share capital

 

232

 

255

720

628

Retained earnings

 

518

535

1 530

1 280

Share repurchase cost before tax

 

750

790

2 250

1 908

Retained earnings - share buyback tax payable

 

13

 

14

41

29

Share repurchase cost

 

763

 

804

2 291

 

1 937

Under an automatic repurchase plan agreement with an independent broker, the company has recorded the following liability for share repurchases under its normal course issuer bid that may take place during its internal blackout periods:

September 30

December 31

($ millions)

    

2025

    

2024

Amounts charged to:

 

Share capital

 

85

 

104

Retained earnings

 

203

 

209

Liability for share purchase commitment

 

288

 

313

9. Financial Instruments

Derivative Financial Instruments

(a) Non-Designated Derivative Financial Instruments

The company uses derivative financial instruments, such as physical and financial contracts, to manage certain exposures to fluctuations in interest rates, commodity prices and foreign currency exchange rates, as part of its overall risk management program, as well as for trading purposes.

The changes in the fair value of non-designated derivatives are as follows:

($ millions)

    

Total

Fair value outstanding at December 31, 2024

 

82

Changes in fair value recognized in earnings during the period

 

83

Contracts realized during the period - (gain)

 

(111)

Fair value outstanding at September 30, 2025

 

54

50   2025 Third Quarter   Suncor Energy Inc.


(b) Fair Value Hierarchy

To estimate the fair value of derivatives, the company uses quoted market prices when available, or third-party models and valuation methodologies that utilize observable market data. In addition to market information, the company incorporates transaction-specific details that market participants would utilize in a fair value measurement, including the impact of non-performance risk. However, these fair value estimates may not necessarily be indicative of the amounts that could be realized or settled in a current market transaction. The company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

Level 1 consists of instruments with a fair value determined by an unadjusted quoted price in an active market for identical assets or liabilities. An active market is characterized by readily and regularly available quoted prices where the prices are representative of actual and regularly occurring market transactions to assure liquidity.
Level 2 consists of instruments with a fair value that is determined by quoted prices in an inactive market, prices with observable inputs or prices with insignificant non-observable inputs. The fair value of these positions is determined using observable inputs from exchanges, pricing services, third-party independent broker quotes and published transportation tolls. The observable inputs may be adjusted using certain methods, which include extrapolation over the quoted price term and quotes for comparable assets and liabilities.
Level 3 consists of instruments with a fair value that is determined by prices with significant unobservable inputs. As at September 30, 2025, the company does not have any derivative instruments measured at fair value Level 3.

In forming estimates, the company utilizes the most observable inputs available for valuation purposes. If a fair value measurement reflects inputs of different levels within the hierarchy, the measurement is categorized based upon the lowest level of input that is significant to the fair value measurement.

The following table presents the company’s derivative financial instruments measured at fair value for each hierarchy level as at September 30, 2025:

($ millions)

    

Level 1

    

Level 2

    

Level 3

    

Total Fair Value

Accounts receivable

 

113

49

 

 

162

Accounts payable

 

(75)

(33)

 

 

(108)

 

38

 

16

 

 

54

During the third quarter of 2025, there were no transfers between Level 1 and Level 2 fair value measurements.

Non-Derivative Financial Instruments

At September 30, 2025, the carrying value of fixed-term debt accounted for under amortized cost was $10.1 billion (December 31, 2024 – $10.3 billion) and the fair value was $10.0 billion (December 31, 2024 – $10.1 billion). The estimated fair value of long-term debt is based on pricing sourced from market data.

10. Provisions

Suncor’s decommissioning and restoration provision decreased by $66 million for the nine months ended September 30, 2025. The decrease was primarily due to an increase in the credit-adjusted risk-free rate to 4.90% (December 31, 2024 – 4.80%).

11. Pensions and Other Post-Retirement Benefits

For the nine months ended September 30, 2025, the actuarial gain on employee retirement benefit plans was $548 million (net of taxes of $172 million), due to asset performance and an increase in the discount rate to 4.80% (December 31, 2024 – 4.60%).

2025 Third Quarter   Suncor Energy Inc.   51


EX-99.3 4 su-20250930xex99d3.htm EX-99.3

EXHIBIT 99.3

Certification of the President and Chief Executive Officer

CERTIFICATION

I, Richard Kruger, certify that:

1. I have reviewed this quarterly report for the fiscal quarter ended September 30, 2025 of Suncor Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

DATE:

November 4, 2025

/s/ “Richard Kruger”

Richard Kruger

President and Chief Executive Officer



EX-99.4 5 su-20250930xex99d4.htm EX-99.4

EXHIBIT 99.4

Certification of the Chief Financial Officer

CERTIFICATION

I, Troy Little, certify that:

1. I have reviewed this quarterly report for the fiscal quarter ended September 30, 2025 of Suncor Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

DATE:

November 4, 2025

/s/ “Troy Little”

Troy Little

Chief Financial Officer