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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 40-F

(Check One)

o

  Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

  or

ý

  Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

 

For fiscal year ended:
Commission File Number:

  December 31, 2017
No. 1-12384

SUNCOR ENERGY INC.
(Exact name of registrant as specified in its charter)

Canada
(Province or other
jurisdiction of incorporation
or organization)

  1311,1321,2911,
4613,5171,5172

(Primary standard industrial
classification code number,
if applicable)
  98-0343201
(I.R.S. employer
identification number, if
applicable)

150 - 6 th  Avenue S.W.
Box 2844
Calgary, Alberta, Canada T2P 3E3
(403) 296-8000

(Address and telephone number of registrant's principal executive office)

CT Corporation System
111 Eighth Avenue
New York, New York, U.S.A. 10011
(212) 894-8940

(Name, address and telephone number of agent for service in the United States)

   


Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

  Name of each exchange on which
registered:

Common shares

 

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this form:

ý

  Annual Information Form   ý   Annual Audited Financial Statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares

  As of December 31, 2017 there were
1,640,983,359 Common Shares issued and
outstanding

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes

  ý   No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

  ý   No   o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company     o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o



INCORPORATION BY REFERENCE

        This annual report on Form 40-F is incorporated by reference into and as an exhibit to, as applicable, each of the following Registration Statements of the Registrant 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) and Form S-8 (File No. 333-161029). The Registrant's Annual Information Form dated March 1, 2018, included in this annual report on Form 40-F, and Audited Consolidated Financial Statements and Management's Discussion and Analysis for the year ended December 31, 2017, included as Exhibit 99-1 and Exhibit 99-2, respectively, to this annual report on Form 40-F, are incorporated by reference into and as an exhibit to, as applicable, the Registrant's Registration Statement on Form F-10 (File No. 333- 212212).



ANNUAL INFORMATION FORM









LOGO

    
ANNUAL
    INFORMATION
    FORM




    
Dated March 1, 2018
     













       
Suncor Energy Inc.

































GRAPHIC









ANNUAL INFORMATION FORM DATED MARCH 1, 2018

TABLE OF CONTENTS

1   Advisories

2   Glossary of Terms and Abbreviations
2   Common Industry Terms
4   Common Abbreviations
4   Conversion Table

5   Corporate Structure
5   Name, Address and Incorporation
5   Intercorporate Relationships

6   General Development of the Business
6   Overview
7   Three-Year History

10   Narrative Description of Suncor's Businesses
10   Oil Sands
15   Exploration and Production
19   Refining and Marketing
23   Other Suncor Businesses

24   Suncor Employees

24   Ethics, Social and Environmental Policies

26   Statement of Reserves Data and Other Oil and Gas Information
28   Oil and Gas Reserves Tables and Notes
33   Future Net Revenues Tables and Notes
39   Additional Information Relating to Reserves Data

50   Industry Conditions

56   Risk Factors

65   Dividends

66   Description of Capital Structure

68   Market for Securities

69   Directors and Executive Officers

75   Audit Committee Information

76   Legal Proceedings and Regulatory Actions

76   Interest of Management and Others in Material Transactions

76   Transfer Agent and Registrar

76   Material Contracts

76   Interests of Experts

79   Disclosure Pursuant to the Requirements of the New York Stock Exchange

79   Additional Information

80   Advisory – Forward-Looking Information and Non-GAAP Financial Measures

    Schedules
A-1   SCHEDULE "A" – AUDIT COMMITTEE MANDATE
B-1   SCHEDULE "B" – SUNCOR ENERGY INC. POLICY AND PROCEDURES FOR PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
C-1   SCHEDULE "C" – FORM 51-101F2 REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR
D-1   SCHEDULE "D" – FORM 51-101F2 REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR
E-1   SCHEDULE "E" – FORM 51-101F3 REPORT OF MANAGEMENT AND DIRECTORS ON RESERVES DATA AND OTHER INFORMATION


ADVISORIES

In this Annual Information Form (AIF), references to "Suncor" or "the company" mean Suncor Energy Inc., its subsidiaries, partnerships and joint arrangements, unless the context otherwise requires. References to the "Board of Directors" or the "Board" mean the Board of Directors of Suncor Energy Inc.

All financial information is reported in Canadian dollars, unless otherwise noted. Production volumes are presented on a working-interest basis, before royalties, unless otherwise noted.

References to the 2017 audited Consolidated Financial Statements mean Suncor's audited Consolidated Financial Statements prepared in accordance with Canadian generally accepted accounting principles (GAAP), which is within the framework of International Financial Reporting Standards (IFRS), the notes and the auditor's report, as at and for each year in the two-year period ended December 31, 2017. References to the MD&A mean Suncor's Management's Discussion and Analysis, dated March 1, 2018.

This AIF contains forward-looking statements based on Suncor's current plans, expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in this document in the Risk Factors section, many of which are beyond the company's control. Users of this information are cautioned that actual results may differ materially. Refer to the Advisory – Forward-Looking Information and Non-GAAP Financial Measures section of this AIF for information regarding risk factors and material assumptions underlying the forward-looking statements.

Information contained in or otherwise accessible through Suncor's website www.suncor.com does not form a part of this AIF and is not incorporated into this AIF by reference.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   1


GLOSSARY OF TERMS AND ABBREVIATIONS

Common Industry Terms

Products

Conventional natural gas is natural gas that has been generated elsewhere and has migrated as a result of hydrodynamic forces and is trapped in discrete accumulations by seals that may be formed by localized structural, depositional or erosional geological features.

Crude oil is a mixture, consisting mainly of pentanes (lighter hydrocarbons) and heavier hydrocarbons, that exists in the liquid phase in reservoirs and remains liquid at atmospheric pressure and temperature. Crude oil may contain small amounts of sulphur and other non-hydrocarbons, but does not include liquids obtained in the processing of natural gas.

Natural gas is a naturally occurring mixture of hydrocarbon gases and other gases.

Natural gas liquids (NGLs) are hydrocarbon components that can be recovered from natural gas as a liquid, including, but not limited to, ethane, propane, butanes, pentanes, and condensates. Liquefied petroleum gas (LPG) consists predominantly of propane and/or butane and, in Canada, frequently includes ethane.

Oil and gas exploration and development terms

Development costs are costs incurred to obtain access to reserves and to provide facilities for extracting, treating, gathering and storing oil and gas from reserves.

Exploration costs are costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects that may contain oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells.

Field is a defined geographical area consisting of one or more pools containing hydrocarbons.

Oil sands are naturally occurring stratified deposits of unconsolidated sand/sandstone and other sedimentary rocks saturated with varying amounts of water and bitumen.

Reservoir is a subsurface rock unit that contains an accumulation of petroleum.

Wells

2   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Production terms

Crude feedstock generally refers either to (i) the bitumen required in the production of SCO for the company's oil sands operations, or (ii) crude oil and/or other components required in the production of refined petroleum products for the company's downstream operations.

Diluent is a light hydrocarbon mixture used to blend with bitumen or heavy crude oil to reduce its viscosity so that it can be transported by pipeline.

Downstream refers to the refining of crude oil and the distribution and selling of refined products in retail and wholesale channels.

Extraction refers to the process of separating bitumen from oil sands.

Froth treatment refers to the process of adding a light hydrocarbon to bitumen froth produced in the extraction process in order to separate the bitumen from the water and fine solids in the bitumen froth.

In situ refers to methods of extracting bitumen from deep deposits of oil sands by means other than surface mining.

Midstream refers to transportation, storage and wholesale marketing of crude or refined petroleum products.

Overburden is the material overlying oil sands that must be removed before mining. Overburden is removed on an ongoing basis to continually expose the ore.

Paraffinic froth treatment (PFT) refers to a froth treatment process whereby a lighter diluent or solvent that contains more paraffin is used, resulting in a higher quality bitumen that can be sold directly to market without further upgrading.

Production sharing contracts (PSC) are a common type of contract, outside North America, signed between a government and a resource extraction company that states how much of the resource produced each party will receive and which parties are responsible for the development of the resource and operation of associated facilities. The resource extraction company does not obtain title to the product; however, the company is subject to the upstream risks and rewards. An exploration and production sharing agreement (EPSA) is a form of PSC, which also states which parties are responsible for exploration activities.

Steam-to-oil ratio (SOR) is a metric used to quantify the efficiency of an in situ oil recovery process, which measures the cubic metres of water (converted to steam) required to produce one cubic metre of oil. A lower ratio indicates more efficient use of steam.

Upgrading is the two-stage process by which bitumen is converted into SCO.

Upstream refers to the exploration, development and production of crude oil, bitumen or natural gas.

Reserves

Please refer to the Definitions for Reserves Data Tables section of the Statement of Reserves Data and Other Oil and Gas Information in this AIF.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   3


Common Abbreviations

The following is a list of abbreviations that may be used in this AIF:

Measurement
     
bbl(s)   barrel(s)
bbls/d   barrels per day
mbbls   thousands of barrels
mbbls/d   thousands of barrels per day
mmbbls   millions of barrels
mmbbls/d   millions of barrels per day
     
boe   barrels of oil equivalent
boe/d   barrels of oil equivalent per day
mboe   thousands of barrels of oil equivalent
mboe/d   thousands of barrels of oil equivalent per day
mmboe   millions of barrels of oil equivalent
mmboe/d   millions of barrels of oil equivalent per day
     
mcf   thousands of cubic feet of natural gas
mcf/d   thousands of cubic feet of natural gas per day
mcfe   thousands of cubic feet of natural gas equivalent
mmcf   millions of cubic feet of natural gas
mmcf/d   millions of cubic feet of natural gas per day
mmcfe   millions of cubic feet of natural gas equivalent
mmcfe/d   millions of cubic feet of natural gas equivalent per day
bcf   billions of cubic feet of natural gas
bcfe   billions of cubic feet of natural gas equivalent
     
GJ   gigajoules
mmbtu   millions of British thermal units
     
API   American Petroleum Institute
CO 2   carbon dioxide
CO 2e   carbon dioxide equivalent
m 3   cubic metres
m 3 /d   cubic metres per day
m 3 /s   cubic metres per second
km   kilometres
MW   Megawatts
Mt   Megatonnes

Places and Currencies
     
U.S.   United States
U.K.   United Kingdom
B.C.   British Columbia
     
$ or Cdn$   Canadian dollars
US$   United States dollars
£   Pounds sterling
  Euros

Products, Markets and Processes
     
WTI   West Texas Intermediate
WCS   Western Canadian Select
NGL(s)   natural gas liquid(s)
LPG   liquefied petroleum gas
SCO   synthetic crude oil
NYMEX   New York Mercantile Exchange
     
TSX   Toronto Stock Exchange
NYSE   New York Stock Exchange
     
SAGD   steam-assisted gravity drainage

Suncor converts certain natural gas volumes to boe, boe/d, mboe, mboe/d and mmboe on the basis of six mcf to one boe. Any figure presented in boe, boe/d, mboe, mboe/d or mmboe may be misleading, particularly if used in isolation. A conversion ratio of six mcf of natural gas to one bbl of crude oil or NGLs is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

Conversion Table (1)(2)

1 m 3 liquids = 6.29 barrels   1 tonne = 0.984 tons (long)
1 m 3 natural gas = 35.49 cubic feet   1 tonne = 1.102 tons (short)
1 m 3 overburden = 1.31 cubic yards   1 kilometre = 0.62 miles
    1 hectare = 2.5 acres
(1)
Conversion using the above factors on rounded numbers appearing in this AIF may produce small differences from reported amounts as a result of rounding.

(2)
Some information in this AIF is set forth in metric units and some in imperial units.

4   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


CORPORATE STRUCTURE

Name, Address and Incorporation

Suncor Energy Inc. (formerly Suncor Inc.) was originally formed by the amalgamation under the Canada Business Corporations Act (the CBCA) on August 22, 1979, of Sun Oil Company Limited, incorporated in 1923, and Great Canadian Oil Sands Limited, incorporated in 1953. On January 1, 1989, the company further amalgamated with a wholly owned subsidiary under the CBCA. The company amended its articles in 1995 to move its registered office from Toronto, Ontario, to Calgary, Alberta, and again in April 1997 to adopt the name, "Suncor Energy Inc." In April 1997, May 2000, May 2002, and May 2008, the company amended its articles to divide its issued and outstanding shares on a two-for-one basis.

Pursuant to an arrangement under the CBCA, which was completed effective August 1, 2009, Suncor amalgamated with Petro-Canada to form a single corporation continuing under the name "Suncor Energy Inc." On January 1, 2017, Suncor amalgamated with certain of its wholly owned subsidiaries under the CBCA.

Suncor's registered and head office is located at 150 – 6 th  Avenue S.W., Calgary, Alberta, T2P 3E3.

Intercorporate Relationships

Material subsidiaries, each of which was owned 100%, directly or indirectly, by the company as at December 31, 2017, are as follows:

Name   Jurisdiction
Where Organized
  Description  

Canadian operations          

Suncor Energy Oil Sands Limited Partnership   Alberta   This partnership holds most of the company's Oil Sands operations assets.  

Suncor Energy Products Partnership   Alberta   This partnership holds substantially all of the company's Canadian refining and marketing assets.  

Suncor Energy Marketing Inc.   Alberta   Through this subsidiary, production from Suncor's upstream Canadian businesses is marketed. This subsidiary also administers Suncor's energy trading and power activities, markets certain third-party products, procures crude oil feedstock and natural gas for Suncor's downstream business, and procures and markets NGLs and LPG for Suncor's downstream business.  

Suncor Energy Ventures Corporation   Alberta   A subsidiary which indirectly owns a 36.74% ownership in the Syncrude joint operation.  

Suncor Energy Ventures Partnership   Alberta   This partnership owns a 22% ownership in the Syncrude joint operation.  

U.S. operations          

Suncor Energy (U.S.A.) Marketing Inc.   Delaware   A subsidiary that procures and markets third-party crude oil, in addition to procuring crude oil feedstock for the company's refining operations.  

Suncor Energy (U.S.A.) Inc.   Delaware   A subsidiary through which Suncor's U.S. refining and marketing operations are conducted.  

International operations          

Suncor Energy UK Limited   U.K.   A subsidiary through which the majority of Suncor's operations in the U.K. are conducted.  

The company's remaining subsidiaries each accounted for (i) less than 10% of the company's consolidated assets as at December 31, 2017, and (ii) less than 10% of the company's consolidated operating revenues for the fiscal year ended December 31, 2017. In aggregate, the remaining subsidiaries accounted for less than 20% of each of the company's consolidated assets as at December 31, 2017 and the company's consolidated operating revenues for the fiscal year ended December 31, 2017.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   5


GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Suncor is an integrated energy company headquartered in Calgary, Alberta, Canada. The company is strategically focused on developing one of the world's largest petroleum resource basins – Canada's Athabasca oil sands. In addition, Suncor explores for, acquires, develops, produces and markets crude oil and natural gas in Canada and internationally; the company transports and refines crude oil, and markets petroleum and petrochemical products primarily in Canada. The company also conducts energy trading activities focused principally on the marketing and trading of crude oil, natural gas, power and byproducts. Suncor also operates a renewable energy business as part of its overall portfolio of assets.

Suncor has classified its operations into the following segments:

OIL SANDS

Suncor's Oil Sands segment, with assets located in the Athabasca oil sands of northeast Alberta, recovers bitumen from mining and in situ operations and either upgrades this production into SCO for refinery feedstock and diesel fuel, or blends the bitumen with diluent for direct sale to market. The Oil Sands segment is comprised of:

Oil Sands operations refer to Suncor's wholly owned and operated mining, extraction, upgrading, in situ and related logistics and storage assets in the Athabasca oil sands region. Oil Sands operations consist of:

Oil Sands Base operations include the Millennium and North Steepbank mining and extraction operations, integrated upgrading facilities known as Upgrader 1 and Upgrader 2, and the associated infrastructure for these assets – including utilities, cogeneration units, energy and reclamation facilities.

In Situ operations include oil sands bitumen production from Firebag and MacKay River and supporting infrastructure, such as central processing facilities; cogeneration units; hot bitumen infrastructure, including insulated pipelines, diluent import lines and a cooling and blending facility; and associated storage assets such as Suncor's East Tank Farm (ETF) operations specific to In Situ. Production is either upgraded by Oil Sands Base, or blended with diluent and marketed directly to customers.

Oil Sands ventures operations include Suncor's 53.55% interest in the Fort Hills mining project, where Suncor is the operator. The company's interest in Fort Hills increased from its previous 50.8% as a result of the resolution of the commercial dispute regarding project funding among the partners. On December 21, 2017, Suncor acquired an additional 2.26% interest, bringing Suncor's share in the project as at December 31, 2017, to 53.06%. On February 20, 2018, Suncor acquired an additional 0.49% interest in the project, in accordance with the terms of the same dispute settlement agreement. The Fort Hills project includes the mine, primary and secondary extraction facilities, and supporting infrastructure. The ETF facility was expanded in July 2017 to support Fort Hills production. The expanded facilities that blend Fort Hills bitumen for Suncor and the other Fort Hills project partners are described as the East Tank Farm Development (ETFD). On November 22, 2017, the company completed the disposition of a combined 49% ownership interest in the new ETFD to the Fort McKay First Nation and the Mikisew Cree First Nation through the creation of the Thebacha Limited Partnership. Oil Sands ventures operations also include Suncor's 58.74% working interest in the Syncrude oil sands mining, extraction and upgrading facilities, as well as undeveloped mining leases. As at December 31, 2017, Suncor's share in Syncrude was 53.74%. On February 23, 2018, Suncor acquired an additional 5% interest in Syncrude from Mocal Energy Limited (Mocal) for US$730 million, subject to closing adjustments.

EXPLORATION AND PRODUCTION

Suncor's Exploration and Production (E&P) segment consists of offshore operations off the east coast of Canada and in the North Sea, and onshore assets in North America, Libya and Syria.

E&P Canada operations include Suncor's 37.675% working interest in Terra Nova, which Suncor operates. Suncor also holds non-operated interests in Hibernia (20% in the base project and 19.190% in the Hibernia Southern Extension Unit (HSEU)), White Rose (27.5% in the base project and 26.125% in the extensions), and Hebron (21.034%). In addition, Suncor holds interests in several exploration licences offshore Newfoundland and Labrador. E&P Canada also includes Suncor's working interests in natural gas properties in northeast B.C. On February 7, 2018, Suncor reached an agreement with Canbriam Energy Inc. (Canbriam) to exchange all of Suncor's northeast B.C. mineral landholdings, including associated production, along with additional cash consideration of $52 million for a 37% equity interest in the private natural gas company. The transaction is subject to regulatory approval and is expected to close in March 2018.

6   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


E&P International operations include Suncor's non-operated interests in Buzzard (29.89%), Golden Eagle Area Development (GEAD) (26.69%), the Rosebank future development project (30%) and the Oda project (30%). On February 9, 2018, Suncor entered into an agreement with Faroe Petroleum to acquire a 17.5% non-operated interest in the Fenja development project. The transaction is subject to customary closing conditions and regulatory approval and is expected to close in the second quarter of 2018. The first three projects are located in the U.K. sector of the North Sea, while the Oda and Fenja projects are located in the Norwegian North Sea. Suncor also holds interests in several exploration licences offshore of the U.K. and Norway. Suncor owns, pursuant to EPSAs, working interests in the exploration and development of oilfields in the Sirte Basin in Libya; some of these oilfields remain shut in due to political unrest, with the timing of a return to normal operations uncertain. Suncor also owns, pursuant to a PSC, an interest in the Ebla gas development in Syria. Suncor's operations in Syria were suspended indefinitely in 2011 due to political unrest in the country, and the company believes the assets in both Libya and Syria have sustained various degrees of damage over the past several years, including certain assets that the company believes have sustained significant damage.

REFINING AND MARKETING

Suncor's Refining and Marketing segment consists of two primary operations:

Refining and Supply operations refine crude oil and intermediate feedstock into a broad range of petroleum and petrochemical products. Refining and Supply consists of:

Eastern North America operations include a refinery located in Montreal, Quebec and a refinery located in Sarnia, Ontario. Suncor previously operated a lubricants business located in Mississauga, Ontario that manufactured and blended products which were marketed worldwide. Suncor sold the lubricants business in 2017. The sale closed on February 1, 2017.

Western North America operations include refineries located in Edmonton, Alberta and Commerce City,  Colorado.

Other Refining and Supply assets include interests in a petrochemical plant and a sulphur recovery facility in Montreal, Quebec, product pipelines and terminals in Canada and the U.S., and the St. Clair ethanol plant in Ontario.

Marketing operations sell refined petroleum products to retail, commercial and industrial customers through a combination of Petro-Canada TM and Sunoco TM company-owned locations and branded-dealers, a nationwide commercial road transport network and a bulk sales channel in Canada, as well as through other retail stations and wholesale customers in Colorado.

CORPORATE, ENERGY TRADING AND ELIMINATIONS

The grouping Corporate, Energy Trading and Eliminations includes the company's investments in renewable energy projects, results related to energy marketing, supply and trading activities, and other activities not directly attributable to any other operating segment.

Renewable Energy investment activities include development, construction, and ownership of Suncor-operated and joint venture partner-operated renewable power facilities across Canada. This includes a portfolio of operating wind power facilities located in Alberta, Saskatchewan and Ontario, as well as a portfolio of optioned lands for future wind and solar power project development.

Energy Trading activities primarily involve the marketing, supply and trading of crude oil, natural gas, power and byproducts, and the use of midstream infrastructure and financial derivatives to optimize related trading strategies.

Corporate activities include stewardship of Suncor's debt and borrowing costs, expenses not allocated to the company's businesses, and the company's captive insurance activities that self-insure a portion of the company's asset base.

Intersegment revenues and expenses are removed from consolidated results in Eliminations . Intersegment activity includes the sale of product between the company's segments and insurance for a portion of the company's operations by the Corporate captive insurance entity.

Three-Year History

Over the last three years, several events have influenced the general development of Suncor's business.

2015

Demonstrated commitment to Suncor's core business through further investment in the oil sands. The company acquired an additional 10% of the Fort Hills mining project from Total E&P Canada Ltd. (Total E&P), bringing Suncor's interest in the project at that time to 50.8%.

Upgrader utilization exceeded 90%. Suncor's long-term commitment to operational excellence continued to drive operational efficiencies, including increased upgrader reliability in 2015.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   7


Fort Hills construction ramped up with substantial completion of detailed engineering work. Construction continued to ramp up with more than 50% of construction completed at the end of 2015.

Firebag nameplate capacity increased from 180,000 bbls/d to 203,000 bbls/d. Cost-effective debottlenecking activities were completed at Firebag, with sustained production levels in excess of 180,000 bbls/d achieved in 2015. This resulted in a nameplate capacity increase effective January 1, 2016.

Completion of asset exchange and lease with TransAlta Corporation. Suncor assumed operating control of the Poplar Creek cogeneration facilities, which provide steam and power to the company's Oil Sands operations, in exchange for Suncor's Kent Breeze and its share of Wintering Hills wind power facilities. Bringing the Poplar Creek assets in-house has improved Suncor's overall Oil Sands operations reliability and profitability.

Enbridge's Line 9 reversal was commissioned during the fourth quarter of 2015. The reversal provides Suncor the flexibility to supply its Montreal refinery with a full slate of inland-priced crude, enhancing the long-term competitiveness of the refinery.

Government of Alberta announced a new climate plan. The new plan announced in late 2015 included a carbon pricing regime coupled with an overall emissions limit for the oil sands. The climate plan places some certainty on the future greenhouse gas (GHG) costs for Suncor, while the limit on oil sands emissions, with a focus on technology and innovation, sets the ambition for managing the trajectory of oil sands emissions.

Government of Alberta Royalty Review. The Government of Alberta conducted a review of the province's oil and gas royalties. Subsequent to year end, the new royalty system was announced, which maintained the existing oil sands rates, providing certainty and predictability for the industry.

2016

Acquisition of Canadian Oil Sands Limited (COS). In the first quarter of 2016, Suncor acquired COS, which owned 36.74% of Syncrude. This acquisition has provided Suncor with an incremental 128,600 bbls/d of SCO production capacity through its additional ownership interest in Syncrude.

Acquisition of additional 5% interest in Syncrude. In June 2016, Suncor acquired an additional 5% interest in Syncrude from Murphy Oil Company Limited (Murphy), which added a further 17,500 bbls/d of SCO capacity, bringing Suncor's ownership interest in Syncrude at that time to 53.74%.

Completed a turnaround of the Upgrader 2 facilities. The first full turnaround of the Upgrader 2 facilities was completed since the company moved to a five-year cycle.

Executed an equity offering for net proceeds of $2.8 billion. The net proceeds were used to fund the acquisition of the additional 5% interest in Syncrude from Murphy and to reduce debt to provide ongoing balance sheet flexibility.

Oil Sands operations production returned safely to normal operating rates. Suncor's Oil Sands production, including Syncrude, was completely shut in during the forest fires in the Fort McMurray region. Suncor leveraged its capability to safely evacuate community members and workers from the region. No assets were damaged during the forest fires and operations subsequently returned to normal production rates by mid-July.

Purchased 30% participating interest in the Rosebank project. The Rosebank project is considered one of the largest remaining undeveloped resources in the U.K. North Sea. The project is expected to be complementary to Suncor's existing U.K. portfolio.

2017

Sale of Suncor's interest in the Cedar Point wind facility. On January 24, 2017, the company closed the sale of Suncor's 50% share of Cedar Point for gross proceeds of $291 million.

Sale of Petro-Canada Lubricants Inc. (PCLI) business. On February 1, 2017, the company completed the sale of PCLI, including the production and manufacturing facilities in Mississauga, Ontario as well as the global marketing and distribution assets held by PCLI, for gross proceeds of $1.125 billion to a subsidiary of HollyFrontier Corporation (HollyFrontier). The sale of PCLI reinforces the company's commitment to continuously optimize its asset portfolio and focus on core assets.

Suncor commenced a normal course issuer bid (NCIB). Suncor filed its notice of intention to commence a new NCIB to purchase and cancel up to $2.0 billion of the company's shares, beginning on May 2, 2017 and ending on May 1, 2018, through the facilities of the Toronto Stock Exchange, New York Stock Exchange and/or alternative trading platforms. As at December 31, 2017, the company had repurchased 33.2 million common shares at an average price of $42.61 per share, for a total repurchase cost of $1.413 billion.

West White Rose Project sanctioned. Suncor is a non-operating partner with a blended working interest of approximately 26%. The company's share of peak oil production is estimated to be 20,000 bbls/d. First oil is targeted for 2022.

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Sale of Suncor's interest in the Ripley wind facility. On July 10, 2017, the company closed the sale of Suncor's 50% share of Ripley for gross proceeds of $48 million.

Sale of 49% equity interest in Suncor's ETFD. On November 22, 2017, the company closed the sale to Fort McKay First Nation and Mikisew Cree First Nation of a 49% equity interest in Suncor's ETFD for gross proceeds of $503 million. The deal represents the largest business investment to date by First Nations in Canada.

US$750 million notes offering. On November 15, 2017, the company issued US$750 million of 4.00% senior unsecured notes due in 2047.

First oil from Hebron. Hebron commenced production of oil on November 27, 2017. At peak, Hebron is expected to produce more than 30,000 bbls/d, net to Suncor.

Repayment of debt. The company repaid US$1.25 billion 6.10% notes, US$600 million 6.05% notes and $700 million 5.80% notes all originally scheduled to mature in the first half of 2018. The reduction in outstanding debt reduced financing costs and has provided ongoing balance sheet flexibility.

Fort Hills commercial dispute resolution. On December 21, 2017, the Fort Hills partners resolved their commercial dispute with respect to funding of project capital and reached an agreement pursuant to which Suncor acquired an additional 2.26% interest in the project for consideration of $308 million. Suncor's share in the project as at December 31, 2017, was 53.06%. On February 20, 2018, Suncor acquired an additional 0.49% interest in the Fort Hills project for consideration of $65 million. Suncor's share in the project is now 53.55%.

Fort Hills PFT bitumen now being produced and shipped to market. During the fourth quarter of 2017, the company continued to test the front end of the plant to mitigate the risk associated with the ramp up in 2018. The bitumen froth from testing was further processed to SCO by Oil Sands operations. The Fort Hills project began producing paraffinic froth-treated bitumen from secondary extraction on January 27, 2018, and the production ramp up to the project's nameplate capacity of 194 mbbls/d (104 mbbls/d, net to Suncor) is progressing on schedule.

2018 Developments

Asset exchange with Canbriam. On February 7, 2018, Suncor reached an agreement with Canbriam to exchange all of Suncor's northeast B.C. mineral landholdings, including associated production, along with additional cash consideration of $52 million for a 37% equity interest in Canbriam, a private natural gas company. The transaction is subject to regulatory approval and is expected to close in March 2018.

Purchased 17.5% participating interest in the Fenja development project. On February 9, 2018, Suncor entered into an agreement with Faroe Petroleum to acquire a 17.5% non-operated interest in the Fenja development project located in the Norwegian North Sea for US$54.5 million. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2018.

Acquisition of additional 5% interest in Syncrude. On February 23, 2018, Suncor acquired an additional 5% interest in Syncrude from Mocal for US$730 million, subject to closing adjustments, adding a further 17,500 bbls/d of SCO capacity and increasing the company's ownership interest to 58.74%.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   9


NARRATIVE DESCRIPTION OF SUNCOR'S BUSINESSES

For a discussion of the environmental and other regulatory conditions, and competitive conditions and seasonal impacts affecting Suncor's segments, refer to the Industry Conditions and Risk Factors sections of this AIF.

Oil Sands

Oil Sands Operations – Assets and Operations

Oil Sands Base Operations

Suncor's integrated Oil Sands Base operations, located in the Athabasca oil sands region of northeast Alberta, involve numerous activities:

Mining and Extraction
Upgrading
Power and Steam Generation and Process Water Use
Maintenance
Reclamation

Oil Sands Base Assets

Millennium and North Steepbank

Suncor pioneered the commercial development of the Athabasca oil sands beginning in 1962, achieving first production in 1967; 2017 marked Suncor's 50 th  anniversary of producing oil from the Athabasca oil sands. Bitumen is currently mined from the Millennium area, which began production in 2001, and the North Steepbank area, which began production in 2011. During 2017, the company mined approximately 169 million tonnes of bitumen ore (2016 – 129 million tonnes) and processed an average of 307 mbbls/d of mined bitumen in its extraction facilities (2016 – 238 mbbls/d).

Production figures for the 2016 comparative period reflect the effect of the 2016 forest fires in the Fort McMurray region, which resulted in production being temporarily shut in at the Millennium and North Steepbank mines, Upgrader 1 and Upgrader 2. The forest fires also impacted production at the company's in situ Firebag and MacKay River assets, and the Syncrude joint operation.

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Upgrading Facilities

Suncor's upgrading facilities consist of two upgraders: Upgrader 1, which has capacity of approximately 110 mbbls/d of SCO, and Upgrader 2, which has capacity of approximately 240 mbbls/d of SCO. Suncor's secondary upgrading facilities consist of three hydrogen plants, three naphtha hydrotreaters, two gas oil hydrotreaters, one diesel hydrotreater, and one kero hydrotreater.

During 2017, Suncor averaged 318 mbbls/d of upgraded (SCO and diesel) production net of the company's internal consumption (2016 – 259 mbbls/d), mainly sourced from bitumen provided by both Oil Sands Base and In Situ operations, as well as from bitumen froth production from Fort Hills as a result of testing the front end of the plant.

Other Mining Leases

Suncor, directly and indirectly, owns interests in several other mineable oil sands leases, including Voyageur South and Audet. Suncor undertakes exploratory drilling programs on such leases from time to time as part of its mine replacement projects. Suncor holds a 100% working interest in both Voyageur South and Audet.

In Situ Operations

Suncor's In Situ operations at Firebag and MacKay River use SAGD technology to produce bitumen from oil sands deposits that are too deep to be mined.

The SAGD Process
Central Processing Facilities
Power and Steam Generation
Maintenance and Bitumen Supply

In Situ Assets

Firebag

Production from Suncor's Firebag operations commenced in 2004. The Firebag complex has central processing facilities with a total capacity of 203 mbbls/d. Actual production from Firebag varies based on steaming and ramp-up periods for new wells, planned and unplanned maintenance, reservoir conditions and other factors.

As at December 31, 2017, Firebag had 13 well pads in operation, with 173 SAGD well pairs and 38 infill wells either producing or on initial steam injection. Central processing facilities have been designed to be flexible as to which well pads supply bitumen. Steam generated at the various facilities can be used at multiple well pads. In addition, Firebag includes five cogeneration units that generate steam, which are capable of producing approximately 474 MW of electricity. The Firebag site power load requirements are approximately 103 MW and, in 2017, Firebag exported approximately 239 MW of electricity to the Alberta power grid and Oil Sands Base plant. There are also 13 OTSGs at the site for additional steam generation.

During 2017, Firebag production averaged 182 mbbls/d (2016 – 181 mbbls/d) with a SOR of 2.7 (2016 – 2.6). Production in the second quarter of 2017 was impacted by the first turnaround of the expanded Firebag central facilities to be completed since the company moved to a five-year turnaround cycle. Production was also impacted by planned upgrader maintenance which was completed in that period.

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MacKay River

Production from Suncor's MacKay River operations commenced in 2002. As at December 31, 2017, MacKay River included seven well pads with 110 well pairs either producing or on initial steam injection. The MacKay River central processing facilities have debottlenecked bitumen processing capacity of 38 mbbls/d. TransCanada Energy Ltd. owns the on-site cogeneration unit, which Suncor operates under a commercial agreement, that generates steam and electricity. There are also four OTSGs at the site for additional steam generation.

During 2017, MacKay River production averaged 31 mbbls/d (2016 – 28 mbbls/d) with a SOR of 3.1 (2016 – 3.2).

Other In Situ Leases

Suncor owns and operates several other oil sands leases which may support future in situ production, including Lewis, Meadow Creek, OSLO and Chard. As well, Suncor owns a non-operated interest in Kirby on which it may undertake exploratory or delineation drilling. Suncor holds a 100% working interest in Lewis, a 75% working interest in Meadow Creek, a 77.78% working interest in OSLO, interests varying from 25% to 50% in Chard and a 10% working interest in Kirby. In February 2018, Suncor submitted an application for the Lewis project to the AER.

Meadow Creek is a SAGD project that is part of Suncor's planned in situ replication strategy. Suncor holds a 75% interest and is operator of the project which is located approximately 40 km south of Fort McMurray. Meadow Creek consists of two independent In Situ projects: Meadow Creek East and Meadow Creek West.

In early 2017, Suncor received AER approval for the Meadow Creek East project. This approval is Suncor's first in situ development approval since Firebag. The project will be developed in two stages with anticipated production of 40 mbbls/d up to 80 mbbls/d, provided economic conditions continue to support such a project. Construction could begin as early as 2020 with first oil expected as early as 2023.

In October 2017, Suncor submitted an application for the Meadow Creek West project to the AER. Meadow Creek West has an anticipated production capacity of 40 mbbls/d. Construction is anticipated to begin in 2022 with first oil expected in 2025.

Oil Sands Ventures Assets

Syncrude

As at December 31, 2017, Suncor held a 53.74% interest in the Syncrude joint operation, which has gross bitumen conversion to SCO capacity of 350 mbbls/d (188 mbbls/d net to Suncor). Subsequent to the end of 2017, the company acquired an additional 5% interest in Syncrude from Mocal, bringing Suncor's interest in Syncrude to 58.74% and adding an additional 17.5 mbbls/d of SCO capacity. Syncrude began producing in 1978 and is operated by Syncrude Canada Ltd. (SCL). In 2006, SCL entered into a management services agreement with Imperial Oil Resources (Imperial Oil) to provide business services and leadership. The project is located near Fort McMurray and includes mining operations at Mildred Lake North and Aurora North. In 2012, the Syncrude co-owners announced a plan to develop two mining areas adjacent to the current mine, Mildred Lake West Extension (MLX-W) and Mildred Lake East Extension (MLX-E), subject to final sanctioning and regulatory approvals, which would consequently extend the life of Mildred Lake by a minimum of 10 years. In 2015, a decision was made by the co-owners to progress with the MLX-W program. The MLX-E program is expected to follow MLX-W development if economic conditions prove suitable. The MLX-W program will sustain bitumen production levels at the Mildred Lake site after resource depletion at the North Mine. The plan proposes to use existing mining and extraction facilities. Regulatory applications for these areas were submitted in 2014 and are awaiting AER review. A response is expected from the AER in the second quarter of 2018 and, provided economic conditions support such a project, sanctioning of MLX-W is expected in late 2019 or early 2020.

The proximity of Syncrude to Oil Sands Base affords an opportunity for cost management and collaboration between the company and Syncrude, that involves exploring the option, subject to approval by Syncrude co-owners, for pipelines connecting Syncrude and Oil Sands Base in order to provide opportunities to optimize assets, including during periods of planned maintenance or interruption. During the second quarter of 2017, due to the facility incident at Syncrude, untreated product was transported by truck and sold by Syncrude to Suncor and subsequently sold to market. In addition, a successful bitumen trucking trial was completed, transporting hot bitumen from Suncor's MacKay River to Syncrude for further upgrading.

Syncrude mining operations use truck, shovel and pipeline systems, similar to those at Oil Sands Base. Extraction and upgrading technologies at Syncrude are similar to those used at Oil Sands Base, with the exception that Syncrude uses a fluid coking process that involves the continuous thermal cracking of the heaviest hydrocarbons. At Mildred Lake, electricity is provided by a utility plant fuelled by natural gas and rich fuel gas from upgrading operations. At Aurora North, Syncrude operates two 80 MW gas turbine power plants to provide electricity.

Syncrude produces a single sweet SCO product. Marketing of this product is the responsibility of the individual co-owners.

Land reclamation activities are similar to those at Oil Sands Base; however, certain aspects of the tailings management processes are different. Syncrude's tailings plan uses the following: freshwater capping, a composite tails mixture of

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fine tails and gypsum, and centrifuge technology that separates water from tailings. The updated tailings management plan for Syncrude is pending approval by the AER.

In 2017, Suncor's share of Syncrude production averaged 134 mbbls/d (2016 – 130 mbbls/d). Sustaining capital expenditures in 2018 for Syncrude are expected to focus on a planned turnaround and capacity maintenance. Production in the second quarter of 2017 was significantly impacted by a facility incident that occurred late in the first quarter of 2017. Syncrude completed the required facility repairs, coker maintenance and the planned upgrader turnaround and returned to normal operating rates by early August 2017.

Fort Hills

Fort Hills is an oil sands mining area comprising leases on the east side of the Athabasca River, north of Oil Sands Base operations. Fort Hills operations are substantially similar to those of Suncor's Oil Sands Base assets; however, Fort Hills uses a PFT process to produce a marketable bitumen product that is partially decarbonized, resulting in a higher quality bitumen and eliminating the need for upgrading facilities.

Suncor holds a 53.55% working interest in Fort Hills and is the operator of the project. The company's interest in Fort Hills increased from its previous 50.8% to 53.06% in December 2017, as a result of the resolution of the commercial dispute regarding project funding among the partners. Suncor's share in the project as at December 31, 2017, was 53.06%. On February 20, 2018, Suncor acquired an additional 0.49% interest in the project, in accordance with the terms of the same dispute settlement agreement, for consideration of $65 million. Suncor's share of the project costs from sanction to December 31, 2017 were $8.7 billion, including the impacts of changes in foreign exchange rates. During the second half of 2017, the mining and primary extraction assets were tested and first bitumen froth was successfully produced. The Fort Hills project began producing PFT bitumen from secondary extraction on January 27, 2018. This Fort Hills bitumen was received by ETFD and successfully transported to market. The second and third trains of secondary extraction are being insulated and expected to start up in the first half of 2018. Fort Hills remains on track to reach 90% capacity by the end of 2018. The Fort Hills project has a gross nameplate capacity of 194 mbbls/d of bitumen (104 mbbls/d net to Suncor).

Other Oil Sands Ventures Leases

Suncor indirectly owns interests in other mineable oil sands leases, including Mildred Lake West, Lease 29 and Aurora South, through the company's 58.74% working interest in the Syncrude joint operation. The company also owns a 36.75% working interest in Joslyn mining leases.

New Technology

Technology is a fundamental component of Suncor's business. Suncor pioneered commercial oil sands development and continues to advance technology through innovation and collaboration to improve efficiencies, lower costs and increase environmental performance. Development of new technology can take extended periods of time, first to demonstrate technical viability and then to demonstrate economic viability. The necessary validation typically occurs through a series of progressive tests which allow results to be reliably scaled and assessed for implementation.

Early in 2018, Suncor announced that, following a successful commercial-scale evaluation, the company will proceed with the phased implementation of autonomous haulage systems (AHS) at its operated mine sites, starting with the North Steepbank mine. Autonomous haul trucks, which operate using GPS, wireless communication and perceptive technologies, have demonstrated an ability to maneuver safely, effectively and efficiently in Suncor's operating environment and offer a number of advantages over existing truck and shovel operations, including enhanced safety performance, better operating efficiency and lower operating costs.

Suncor is also working on, or has completed, several new technology projects that are proceeding with the next phase of field testing. Examples of Suncor's new technology projects include:

Oxy-Fuel Combustion – The OTSG Oxy-Fuel Demonstration Carbon Capture Technology has the potential to result in the development of a reliable, lower cost solution to capture CO 2 from OTSGs that can be used on a commercial scale for in situ bitumen production. By replacing air with oxygen in the fuel mix on SAGD boilers, the CO 2 produced will be more concentrated, making it easier to capture, while at the same time greatly reducing emissions of nitrogen oxide.

Zero Liquid Discharge – Suncor uses a zero liquid discharge process at the company's MacKay River in situ facility and expects to achieve maximum water reuse by recovering waste water from produced bitumen.

Enhanced Solvent Extraction Incorporating Electromagnetic Heating (ESEIEH) – This new method of in situ bitumen recovery uses radio frequency heating and solvents with the goal of reducing energy, GHG and water footprints. The second phase of the pilot project began operations in the third quarter of 2015 and is expected to continue through 2018.

N-SOLV™ – The Nsolv process uses a waterless, warm vaporized solvent technology with the potential of reducing energy, GHG and water impacts during in situ bitumen recovery. An operating pilot of this new technology was completed in early 2017. Suncor and

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   13


Steam Assisted Gravity Drainage Less Intensive Technology Enhanced (SAGD LITE) – Field trials are underway to evaluate new SAGD technologies such as solvent addition, surfactant addition, flow control devices and injection control devices that are expected to improve cost, SORs, ultimate recovery and productivity. Monitoring and evaluation will continue throughout 2018.

Sales of Principal Products

Primary markets for SCO and bitumen production from Suncor's Oil Sands segment, including PFT bitumen from Fort Hills, include refining operations in Alberta, Ontario, Quebec, the U.S. Midwest and the U.S. Rocky Mountain regions and markets on the U.S. Gulf Coast. Diesel production from upgrading operations is sold primarily in Western Canada and the United States, marketed by Suncor's Energy Trading business.

For bitumen production from In Situ operations, Suncor's marketing strategy allows it to take advantage of changes in market conditions by either upgrading the bitumen directly at the company's Oil Sands Base facilities, upgrading diluted bitumen at Suncor's Edmonton refinery, or selling diluted bitumen directly to third parties. Increased bitumen sales may also be required during upgrading facilities outages. In Situ bitumen production processed by Oil Sands Base upgrading facilities in 2017 increased to 101 mbbls/d or 47% (2016 – 93 mbbls/d or 44%) of total in situ bitumen production.

    2017
  2016
   
 
Sales Volumes and Operating Revenues – Principal Products   mbbls/d   % operating
revenues
  mbbls/d   % operating
revenues
 

SCO and diesel (including Syncrude)   453.4   87   392.0   88  

Bitumen   110.6   12   117.4   11  

Byproducts and other operating revenues (1)   n/a   1   n/a   1  

    564.0       509.4      

(1)
Operating revenues include revenues associated with excess power from cogeneration units.

In the normal course of business, Suncor enters into long-term sales agreements for its proprietary sour SCO, which contain varying terms with respect to pricing, volume, expiry and termination.

Distribution of Products

Production from Oil Sands operations, including Fort Hills, is gathered into Suncor's Fort McMurray facilities at the Athabasca Terminal, which is operated by Enbridge Inc. (Enbridge), or the East Tank Farm, which is operated by Suncor, and connected to the Athabasca Terminal. Suncor has arrangements with Enbridge to store SCO, diluted bitumen and diesel at this facility. Product moves from the Athabasca Terminal in the following ways:

To Edmonton via the Oil Sands pipeline, which is owned and operated by Suncor. At Edmonton, the product is sold to local refiners, including Suncor, or transferred onto the Enbridge mainline or the TransMountain Pipeline system. Production from Syncrude is shipped via the Pembina Syncrude Pipeline.

To Cheecham, Alberta on the Enbridge Athabasca Pipeline or the Enbridge Wood Buffalo Pipeline. From Cheecham, on the Enbridge Athabasca Pipeline or the Enbridge Wood Buffalo Pipeline Extension to Hardisty, Alberta.

To Edmonton via the Enbridge Waupisoo Pipeline, originating at Cheecham.

From Edmonton and Hardisty, where Suncor has both owned storage capacity and additional capacity under contract, the company has various options for delivering product to customers:

To Suncor's Commerce City refinery via the Express and Platte pipelines. Suncor owns and operates a pipeline that is connected to the Commerce City refinery, which originates from the Guernsey, Wyoming station.

To Suncor's Sarnia refinery on the Enbridge mainline.

To most major refining hubs via the Enbridge mainline, Express/Platte and Keystone pipeline systems.

To Suncor's Montreal refinery on Enbridge's Line 9.

Royalties

Oil sands projects are subject to the royalty framework issued by the Government of Alberta (the Royalty Framework), and regulated by the Oil Sands Royalty Regulation 2009 (OSRR 2009) and supporting regulations, which were approved in 2008. Under the Royalty Framework, royalties for oil sands projects are based on a sliding-scale rate of 25% to 40% of net revenue, subject to a minimum royalty within a range of 1% to 9% of gross revenue. Revenues used in royalty formulas are driven primarily by

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benchmark prices for WCS, while sliding-scale percentages in royalty formulas depend on prices for WTI from Cdn$55/bbl for the minimum rate to the maximum rate at a WTI price of Cdn$120/bbl. A project remains subject to the minimum royalty (the pre-payout phase) until the project's cumulative gross revenue exceeds its cumulative costs, including an annual investment allowance (the post-payout phase).

Oil Sands Base, Fort Hills and Syncrude

Since January 1, 2016, Suncor's Oil Sands Base and Syncrude operations have been subject to the generic royalty regime as set out in the Royalty Framework.

In 2017, Suncor incurred royalties at an average rate of 1% of gross revenue for Oil Sands Base (2016 – recovery of 1% due to the impact of prior year audit settlements recorded in 2016) and at an average rate of 6% of gross revenue for Syncrude operations (2016 – 3%). Oil Sands Base and Syncrude are both in the post-payout phase.

Fort Hills is subject to the same Royalty Framework as Oil Sands Base and Syncrude; however, Fort Hills is in the pre-payout phase.

In Situ

Royalty rates for Suncor's MacKay River and Firebag operations are based on the Royalty Framework.

In 2017, Suncor incurred royalties at an average rate of 2% of gross revenue for MacKay River (2016 – recovery of 1% due to the impact of prior year audit settlements recorded in 2016), which is in the post-payout phase, and royalties at an average rate of 2% of gross revenue for Firebag (2016 – 1%), which continues in the pre-payout phase.

Exploration and Production

E&P Canada – Assets and Operations

East Coast Canada

Based in St. John's, Newfoundland and Labrador, this business includes interests in four producing fields and future developments and extensions. Suncor is also involved in exploration drilling for new opportunities. Suncor is the only company in this region with interests in every field currently in production.

Terra Nova

The Terra Nova oilfield is approximately 350 km southeast of St. John's. Terra Nova was discovered in 1984, and was the second oilfield to be developed offshore Newfoundland and Labrador. Operated by Suncor, the production system uses a Floating Production, Storage and Offloading (FPSO) vessel that is moored on location, and has gross production capacity of 180 mbbls/d (68 mbbls/d net to Suncor) and oil storage capacity of 960 mbbls. Terra Nova was the first harsh environment development in North America to use a FPSO vessel. Actual annual production levels are lower than production capacity, reflecting current reservoir capability, including natural declines, gas and water injection and production limits, and asset and facility reliability. The Terra Nova oilfield is divided into three distinct areas, known as the Graben, the East Flank and the Far East. Production from Terra Nova began in January 2002. Drilling activities took place at Terra Nova in the second half of 2017 and drilling will continue in 2018. As at December 31, 2017, there were 28 wells: 17 oil production wells, nine water injection wells and two gas injection wells.

In 2017, Suncor's share of Terra Nova production averaged 12 mbbls/d (2016 – 12 mbbls/d). Annual turnaround maintenance was completed at the Terra Nova facility in September 2017, which lasted approximately five weeks.

Hibernia and the Hibernia Southern Extension Unit (HSEU)

The Hibernia oilfield, encompassing the Hibernia and Ben Nevis Avalon reservoirs, is approximately 315 km southeast of St. John's and was the first field to be developed in the Jeanne d'Arc Basin. Operated by Hibernia Management and Development Company Ltd., the production system is a fixed Gravity Based Structure (GBS) that sits on the ocean floor, and has gross production capacity of 230 mbbls/d (46 mbbls/d net to Suncor) and oil storage capacity of 1,300 mbbls. Actual production levels are lower, reflecting current reservoir capability, including natural declines, gas and water injection and production limits, and asset and facility reliability. Hibernia commenced production in November 1997. As at December 31, 2017, there were 72 wells: 41 oil production wells, 25 water injection wells, five gas injection wells, and one water-alternating-gas injection well.

In 2010, final agreements were signed between the Hibernia co-venturers and the Government of Newfoundland and Labrador that established the fiscal, equity and operational principles for the development of the HSEU. At the end of 2017, there were five oil production wells and seven water injection wells in the HSEU. The production wells were drilled from the GBS platform and are included in the Hibernia well count above. Of the seven water injection wells, six were drilled using a mobile offshore drill rig at a single drill centre. Water for injection purposes is supplied from the GBS platform via a subsea flowline.

In 2017, Suncor's share of Hibernia production averaged 29 mbbls/d (2016 – 27 mbbls/d).

White Rose and the White Rose Extensions

White Rose is approximately 350 km southeast of St. John's. Operated by Husky Oil Operations Limited (Husky), White Rose uses a FPSO vessel and has gross production capacity of 140 mbbls/d (39 mbbls/d net to Suncor) and oil storage capacity of 940 mbbls. Actual annual production levels are lower than production capacity, reflecting current reservoir capability, including natural declines, gas and water injection

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and production limits, and asset and facility reliability. Production from White Rose began in November 2005. As at December 31, 2017, there were 36 wells: 19 oil production wells, 13 water injection wells, three gas storage wells, and one gas injection well.

In 2007, the White Rose co-venturers signed an agreement with the Government of Newfoundland and Labrador for the development of the White Rose Extensions, which include the North Amethyst, South White Rose Extension, and West White Rose satellite fields. First oil was achieved at North Amethyst in May 2010. Development of the South White Rose Extension began in 2013, with first oil being achieved in June 2015.

Development of the West White Rose field has been divided into two stages. The first stage was approved in 2010 and first oil was achieved in September 2011. The second stage, West White Rose Project (WWRP), was sanctioned during the second quarter of 2017 with first oil targeted for 2022. The project is expected to extend the life of the existing White Rose assets, with Suncor's share of peak oil production estimated to be 20 mbbls/d. Major development activity is expected to begin in 2018.

In 2017, Suncor's share of White Rose production averaged 11 mbbls/d (2016 – 11 mbbls/d). Turnaround maintenance was completed at White Rose in September 2017, which lasted approximately two weeks.

Hebron

The Hebron oilfield is located 340 km southeast of St. John's and is operated by ExxonMobil Canada Properties (ExxonMobil Canada). The development includes a concrete GBS that sits on the ocean floor and supports an integrated topsides deck used for production, drilling and accommodations. At peak, the Hebron project is expected to produce more than 30 mbbls/d, net to Suncor, ramping up over the next several years. Hebron has an oil storage capacity of 1,200 mbbls and 52 well slots. Suncor's share of the post-sanction project cost to first oil was approximately $2.4 billion.

In 2017, activities included sailing the platform to its final offshore location and successfully positioning on the seafloor. Drilling activities commenced in the third quarter of 2017 and will continue throughout 2018. First oil was achieved on November 27, 2017, with Suncor's share of production averaging 0.4 mbbls/d in 2017. As at December 31, 2017, there was one oil production well and one cuttings reinjection well.

Other Assets

Suncor continues to pursue opportunities offshore Newfoundland and Labrador. During 2014, Suncor was a successful joint bidder with ExxonMobil Canada for exploration licences in the Flemish Pass and Carson Basin, located approximately 500 km off the east coast of Newfoundland. These licences carry a work commitment from 2018 to 2021. The company also holds interests in 48 significant discovery licences and three exploration licences offshore in this area.

North America Onshore

The North America Onshore business develops and produces natural gas and NGLs in Western Canada. These assets produce approximately 2 mboe/d, primarily natural gas, from the Kobes/Montney assets in northeast B.C., in which Suncor has a 100% working interest.

Subsequent to the end of 2017, Suncor reached an agreement with Canbriam to exchange all of Suncor's northeast B.C. mineral landholdings, including associated production, along with additional cash consideration of $52 million for a 37% equity interest in Canbriam, a private natural gas company. The transaction is subject to regulatory approval and is expected to close in March 2018.

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E&P International – Assets and Operations

North Sea

Buzzard

The Buzzard oilfield is located in the Outer Moray Firth, 95 km northeast of Aberdeen, Scotland. Operated by Nexen Petroleum U.K. Limited (Nexen U.K.), a subsidiary of China National Offshore Oil Corporation Limited, the Buzzard facilities have gross installed production capacity of approximately 220 mbbls/d (66 mbbls/d net to Suncor) of oil and 80 mmcf/d (24 mmcf/d net to Suncor) of natural gas. Actual annual production levels are lower than production capacity, reflecting current reservoir capability, including natural declines, water injection limits, gas and water production limits, and asset and infrastructure reliability. Buzzard commenced production in January 2007 and consists of four bridge-linked platforms supporting wellhead facilities, production facilities, living quarters and utilities, as well as sulphur handling. As at December 31, 2017, there were 48 wells: 35 oil and gas production wells and 13 water injection wells. In 2017, Suncor's share of Buzzard production averaged 44 mboe/d (2016 – 46 mboe/d).

Golden Eagle Area Development (GEAD)

GEAD, which is operated by Nexen U.K., is approximately 20 km north of the Buzzard oilfield and consists of the unitization of the Peregrine, Hobby, Golden Eagle and Solitaire discoveries. The development incorporates a production, utilities and accommodation platform, linked to a separate wellhead platform, with first oil achieved in October 2014. The GEAD co-owners also hold adjacent exploration licences and continue to explore the region. The facilities have gross production capacity of approximately 76 mboe/d (20 mboe/d net to Suncor). As at December 31, 2017, there were 19 wells: 14 oil and gas production wells and five water injection wells. In 2017, Suncor's share of GEAD production averaged 20 mboe/d (2016 – 19 mboe/d).

Rosebank

In 2016, Suncor acquired a 30% participating interest in the Rosebank project. This project, which was discovered in December 2004 and is operated by Chevron North Sea Limited, is located approximately 130 km northwest of the Shetland Islands, in the U.K. North Sea, in water depths of approximately 1,100 metres. The project is currently in the Front End Engineering and Design phase and has an anticipated gross design capacity of 100 mbbls/d (30 mbbls/d net to Suncor) of crude oil and 80 mmcf/d (24 mmcf/d net to Suncor) of natural gas.

Oda (Norway)

The Oda field (PL405 licence) was discovered in 2011 and is located 13 km east of the producing Ula field in the southern part of the Norwegian North Sea. Spirit Energy is the operator and Suncor has a 30% working interest. The project was sanctioned in November 2016 and the field will be developed with a subsea template that will be tied back to the Ula field. First oil is planned for 2019, with peak production expected to reach 35 mbbls/d (11 mbbls/d net to Suncor) in the second half of 2019. Suncor's share of the post-sanction project cost estimate is approximately $270 million.

Fenja (Norway)

In February 2018, Suncor signed an agreement to acquire a 17.5% participating interest in the Fenja development project (PL586 licence). The transaction is subject to regulatory approval and is expected to close in the second quarter of 2018. The Fenja field, which was discovered in 2014 and is operated by VNG Norge, is located approximately 30 km southwest of the Statoil-operated Njord field in the Norwegian Sea. The plan for development and operation has been submitted to the Ministry of Petroleum and Energy for approval which is expected in the first half of 2018. The field will be developed with two subsea templates with six wells tied back to the Statoil-operated Njord platform. First oil is planned for 2021, with peak production expected to reach 34 mbbls/d (6 mbbls/d net to Suncor) between 2021 and 2022. Suncor's share of the post-sanction project cost estimate is approximately $280 million.

Other Assets

Suncor continues to pursue other opportunities in the North Sea and Norwegian Sea. The company holds interests in 20 exploration licences in the U.K. and Norwegian sectors of these areas.

Other International

Libya

In Libya, Suncor is a signatory to seven EPSAs with the National Oil Company (NOC). Five of the seven EPSAs relate to fields with developed production and exploration prospects; the remaining two are exploration EPSAs related to properties that do not contain reserves, one of which is to be relinquished following an unsuccessful exploration program. Under the EPSAs, Suncor pays 100% of the exploration costs, 50% of the development costs and 12% of the operating costs. The development, operating and eligible exploration costs are recovered through a 12% share of production (Cost Recovery oil). Any Cost Recovery oil remaining after Suncor's costs have been recovered is referred to as excess petroleum, and is shared between Suncor and the NOC based on several factors. The total oil Suncor receives for cost recovery and its share of excess petroleum is referred to as entitlement volumes. The EPSAs expire on December 31, 2032, but include an initial five-year extension through the end of 2037. Libya is a member of the Organization of Petroleum Exporting Countries (OPEC) and is

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   17



subject to quotas that can affect the company's production in Libya.

Since 2013, production and liftings in Libya have been intermittent due to political unrest, and the remaining value of Suncor's assets in Libya was impaired in 2015. Suncor had production and liftings from some of its oilfields in 2017, but others remain shut in due to political unrest. The timing of a return to normal operations in Libya remains uncertain.

The estimated cost of Suncor's remaining exploration work program commitment at December 31, 2017 is US$359 million. Suncor declared force majeure for all exploration commitments in Libya effective December 14, 2014, and this declaration remains in effect.

In 2016, Suncor changed its method of recording production in Libya to reflect entitlement volumes. In previous periods, Suncor reported volumes on a 50% working interest share of total production. Suncor's share of production in Libya on an entitlement basis averaged 4.5 mbbls/d in 2017 (2016 – 0.4 mbbls/d).

Syria

In December 2011, amid continuing unrest in Syria, sanctions were imposed and Suncor declared force majeure under its contractual obligations, suspending its operations in the country. Consequently, the company has ceased recording all production and revenue associated with its Syrian assets. Since 2011, Suncor has not been able to monitor the status of any of its assets in the country, including whether certain facilities have suffered damage, although the company believes some assets have sustained significant damage. As a result of continued uncertainty about Suncor's future in the country, the remaining value of the Suncor assets was impaired in 2013.

Sales of Principal Products

Oil and gas production from East Coast Canada, the North Sea and North America Onshore is either marketed by Suncor's Energy Trading business acting as a marketing agent, or sold to the company's Energy Trading business, which then markets the products to customers under direct sales arrangements. Suncor does not typically enter into long-term supply arrangements to sell its production from its Exploration and Production segment. Contracts for these direct sales arrangements are all made on a spot basis, and incorporate pricing that is generally determined on a daily or monthly basis in relation to a specified market reference price.

In Libya, crude oil is marketed by the NOC on behalf of Suncor.

Exploration and Production Sales Summary:

    2017
  2016
   
 
Sales Volumes   mboe/d   % operating
revenues
  mboe/d   % operating
revenues
 

E&P Canada                  

  Crude oil and NGLs   51.1   43   51.6   46  

  Natural gas   1.8   0   2.7   0  

E&P International                  

  Crude oil and NGLs (1)   66.5   56   63.5   53  

  Natural gas   1.4   1   1.5   1  

Total Exploration and Production                  

  Crude oil and NGLs   117.6   99   115.1   99  

  Natural gas   3.2   1   4.2   1  

(1)
E&P International crude oil and NGLs includes production volumes for Libya on an entitlement basis.

Distribution of Products

East Coast Canada – field production is transported by shuttle tanker from offshore installations and either delivered directly to customers (if tanker schedules permit) or to the Newfoundland transshipment terminal in Placentia Bay, where it is subsequently loaded onto tankers for transport to markets in Eastern Canada, the U.S., Europe, Latin America and Asia. Suncor has a 14% ownership interest in the transshipment facility and is part of a group of companies that share the operation of marine transportation assets for East Coast Canada.

North America Onshore – gas production is typically sold at Station 2, part of the Spectra B.C. transmission system. Suncor also holds firm capacity on the TransCanada PipeLines Gas Transmission Northwest Pipeline, which enables Suncor to deliver natural gas to the Pacific Northwest and California markets.

Buzzard – crude oil is transported via the third-party operated Forties Pipeline System to the Hound Point

18   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Golden Eagle – crude oil is transported to the third-party operated Flotta Terminal in the Orkney Islands in Scotland, where it is shipped to market as part of the Flotta Gold blend. Natural gas is transported via the third-party operated SAGE Pipeline System to the St. Fergus Gas Terminal in Scotland.

Royalties

East Coast Canada

Terra Nova has reached the net royalty stage, consisting of a two tier profit-sensitive royalty. Tier one is the greater of 10% of gross revenue or 30% of net revenue (gross revenue adjusted for eligible costs). Tier two is an additional 12.5% of net revenue. During 2017, Terra Nova royalties averaged 16% of gross revenue (2016 – 23% of gross revenue) due to higher eligible capital expenditures in 2017.

Hibernia production from the original oilfields and the AA Block has reached the net royalty stage, consisting of a two tier profit-sensitive royalty and an additional net profits interest (NPI) of 10% of net revenue. Tier one is the greater of 5% of gross revenue or 30% of net revenue. Tier two is an additional 12.5% of net revenue; however, this has not yet been triggered. For the portion of the HSEU that is contained within the original Hibernia licence area, a tier three royalty ranges between 7.5% and 12.5% of net revenue, depending on the price of WTI.

The HSEU royalty structure is similar to the Hibernia arrangement, but is subject to an additional tier three royalty that ranges between 2.5% and 7.5% of net revenue, depending on the price of WTI. The HSEU tier three royalty will coincide with the triggering of the tier one royalty; however, the HSEU is currently still in the basic royalty stage and subject to a royalty of 5% of gross revenue.

During 2017, Hibernia (including the HSEU) royalties and NPI combined to average 26% of gross revenue (2016 – 19% of gross revenue).

The White Rose base project has reached the net royalty stage, consisting of a two tier profit-sensitive royalty. Tier one is the greater of 7.5% of gross revenue or 20% of net revenue. Tier two is an additional 10% of net revenue. The White Rose Extension tier one and two royalty structures are the same as the base project, and there is an additional tier three royalty of 6.5% of net revenue, payable if WTI is greater than US$50/bbl. The White Rose Extension is currently paying tier one and tier three royalties, but has not yet triggered tier two. During 2017, total White Rose royalties averaged 9% of gross revenue (2016 – 10% of gross revenue).

The Hebron royalty consists of an initial sliding-scale basic royalty, followed by a three-tiered royalty which will become payable upon the achievement of specified levels of profitability. The basic royalty will start at 1% and increase to 7.5% of gross revenue depending on certain milestones. The tier one royalty is equal to 20% of net revenue. The tier two royalty is equal to an additional 10% of net revenue. The tier three royalty is equal to 6.5% of net revenue, payable if WTI is greater than US$50/bbl. During 2017, Hebron royalties averaged 1% of gross revenue.

E&P International

There are no royalties on oil and gas production from the North Sea; however, in the U.K., oil and gas profits in the North Sea are subject to a 40% income tax rate. In addition, oil and gas profits in Norway are subject to a 78% income tax rate. For operations in Libya, all government interests, except for income taxes, are presented as royalties.

Refining and Marketing

Refining and Supply  –  Assets and Operations

Eastern North America

Montreal Refinery

The Montreal refinery has a crude oil capacity of 137 mbbls/d, processing primarily conventional crude oil, with a flexible configuration that allows processing of light, sour and heavy grades of crude oil, as well as intermediate feedstock. Crude oil is procured at market prices on a spot basis or under contracts that can be terminated on short notice. Crude oil for the refinery can be supplied through several channels, including via Enbridge's Line 9, the Portland-Montreal Pipeline, by marine transportation, and by rail for inland crudes. The Montreal refinery received inland-sourced crude volumes averaging 113.7 mbbls/d in 2017.

Production from the Montreal refinery includes gasoline, distillate, heavy fuel oil, solvents, asphalt and petrochemicals, which are distributed primarily across Quebec and Ontario. The Montreal refinery also continues to produce feedstock sold under a long-term supply contract with HollyFrontier, following the completion of the sale of Suncor's Mississauga lubricants facility in early 2017. Refined products are delivered to distribution terminals and customers via the Trans-Northern Pipeline, truck, rail and marine vessel.

Sarnia Refinery

The Sarnia refinery has a crude oil capacity of 85 mbbls/d, processing both SCO from the company's Oil Sands operations and conventional crude oil purchased from third parties on a spot basis or under contracts that can be terminated on short notice. Crude oil is supplied to the Sarnia refinery primarily via the Enbridge mainline and Lakehead pipeline systems. Suncor procures conventional crude oil feedstock primarily from Western Canada and has

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   19



the ability to supplement supply with purchases from the U.S.

Production yield from the Sarnia refinery includes gasoline, kerosene, and jet and diesel fuels, which are primarily distributed in Ontario. Refined products are delivered to distribution terminals in Ontario via the Sun-Canadian Pipeline, or delivered to customers directly via marine vessel and rail. The Sarnia refinery also has limited access to pipelines delivering refined products into the U.S.

To meet the demands of Suncor's marketing network in Eastern North America, the company also purchases gasoline and distillate from other refiners. Suncor enters into reciprocal exchange arrangements with other refiners in Eastern North America, primarily for gasoline and distillate, as a means of minimizing transportation costs and balancing product availability. Specialty products, such as asphalt and petrochemicals, are also exported to customers in the U.S.

Other Facilities

Suncor holds a 51% interest in ParaChem Chemicals L.P. (ParaChem), which owns and operates a petrochemicals plant located adjacent to the Montreal refinery. Feedstock for the plant includes xylene and toluene produced by the Montreal and Sarnia refineries. The plant primarily produces paraxylene, which is used by customers to manufacture polyester textiles and plastic bottles. Paraxylene production was approximately 368,000 metric tonnes in 2017 (2016 – 351,000 metric tonnes). ParaChem also produces benzene, hydrogen and heavy aromatics. Benzene production is delivered back to the Montreal refinery to be marketed with production from that facility.

Suncor operates Canada's largest ethanol facility, the St. Clair Ethanol plant in the Sarnia-Lambton region of Ontario, with a nameplate capacity of 396 million litres per year. In 2017, the plant produced 408 million litres of ethanol (2016 – 414 million litres).

Suncor closed the sale of PCLI, including the production and manufacturing facilities in Mississauga, Ontario as well as the global marketing and distribution assets held by PCLI, to HollyFrontier on February 1, 2017, for gross proceeds of $1.125 billion. HollyFrontier will continue to operate PCLI under the Petro-Canada TM brand.

Western North America

Edmonton Refinery

The Edmonton refinery has a crude oil capacity of 142 mbbls/d and has the capability to run a full slate of feedstock sourced from Suncor's Oil Sands operations. Crude oil is supplied to the refinery via company-owned and third-party pipelines.

Feedstock is supplied from Suncor's Oil Sands operations, Syncrude operations (including volumes purchased by Suncor from other co-owners' share of production) and other producers from the Wood Buffalo and Cold Lake regions of Alberta. The refinery can process approximately 41 mbbls/d of blended feedstock (comprised of 29 mbbls/d of bitumen and 12 mbbls/d of diluent) and process approximately 44 mbbls/d of sour SCO. The refinery can also process approximately 57 mbbls/d of sweet SCO through its synthetic train.

Production yield from the Edmonton refinery includes primarily gasoline, distillate and other light oils, which are delivered to distribution terminals across Western Canada via the Alberta Products Pipeline, the TransMountain Pipeline and the Enbridge pipeline system, as well as via truck and rail.

Commerce City Refinery

The Commerce City refinery has a crude throughput capacity of 98 mbbls/d. The refinery processes primarily conventional crude oil, and has processed up to 16 mbbls/d of sour SCO and diluted bitumen from Suncor's Oil Sands operations. A majority of crude feedstock is supplied from sources in the U.S., including the Rocky Mountain region, while the remainder is purchased from Canadian sources. Crude oil purchase contracts have terms ranging from month-to-month to multi-year. Crude oil is supplied to the Commerce City refinery primarily by pipeline, with the remainder transported via truck.

Production yield from the Commerce City refinery includes primarily gasoline, distillate and paving-grade asphalt. The majority of the refined products are sold to commercial and wholesale customers in Colorado and Wyoming, and a retail network in Colorado. Refined products are distributed by truck, rail and pipeline.

Other Facilities

To support the supply and demand balance in the Vancouver area, Suncor imports and exports finished products through its Burrard distribution terminal located on the west coast of B.C. Suncor also enters into reciprocal exchange arrangements with other refiners in Western North America as a means of minimizing transportation costs and balancing product availability.

20   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Refinery Throughputs, Utilizations and Yields

The following tables summarize the crude feedstock, utilizations and production yield mix for Suncor's refineries for the years ended December 31, 2017 and 2016.

Average Daily Crude Throughput              Montreal
             Sarnia
             Edmonton
             Commerce City
 
(mbbls/d, except as noted)   2017   2016   2017   2016   2017   2016   2017   2016  

Sweet synthetic   7.9   5.8   23.0   25.0   52.1   45.1      

Sour synthetic       35.7   26.5   41.7   44.6   11.2   9.2  

Diluted bitumen   24.3   25.0       42.1   40.1   7.9   9.1  

Sweet conventional   86.7   89.1   1.4   0.3     0.5   66.3   64.9  

Sour conventional   6.8   7.7   20.7   23.5   0.7   1.3   12.8   10.4  

Heavy conventional                  

Total   125.7   127.6   80.8   75.3   136.6   131.6   98.2   93.6  

Utilization (%)   92   93   95   89   96   93   100   95  

Equity Crude Processed (1)   7.6   10.5   48.9   36.4   103.8   108.2   11.2   9.2  

(1)
Includes Suncor's upstream operations, including its working interest in Syncrude.
 
Refined petroleum production yield mix              Montreal
             Sarnia
             Edmonton
             Commerce City
 
(%)   2017   2016   2017   2016   2017   2016   2017   2016  

Gasoline   42   39   49   51   45   46   48   50  

Distillates   34   34   39   37   50   50   35   34  

Other   24   27   12   12   5   4   17   17  

Distribution Terminals and Pipelines

Suncor owns and operates 13 major refined product terminals across Canada (including terminals adjacent to refineries) and two product terminals in Colorado. Combined with access to facilities under long-term contractual arrangements with other parties, Suncor's North American assets are sufficient to meet the Refining and Marketing segment's current storage and distribution needs.

Suncor has ownership interests in certain pipelines, including the following:

Pipeline   Ownership   Type   Origin   Destinations  

Portland-Montreal Pipeline   23.8%   Crude oil   Portland, Maine   Montreal, Quebec  

Trans-Northern Pipeline   33.3%   Refined product   Montreal, Quebec   Ontario – Ottawa, Toronto & Oakville  

Sun-Canadian Pipeline   55.0%   Refined product   Sarnia, Ontario   Ontario – Toronto, London & Hamilton  

Alberta Products Pipeline   35.0%   Refined product   Edmonton, Alberta   Calgary, Alberta  

Rocky Mountain Crude Pipeline   100.0%   Crude oil   Guernsey, Wyoming   Denver, Colorado  

Centennial Pipeline   100.0%   Crude oil   Guernsey, Wyoming   Cheyenne, Wyoming  

Marketing – Assets and Operations

Suncor's retail service station network operates nationally in Canada primarily under the Petro-Canada TM brand. As at December 31, 2017, this network consisted of 1,517 outlets across Canada. In addition, refined products are marketed through independent dealers and joint operations. Suncor's Canadian retail network had sales of gasoline motor fuels averaging approximately 4.8 million litres per site in 2017 (2016 – 4.9 million litres) and attracted an estimated 17.5% share (2016 – 17.2%) of the national retail market.

Suncor's Colorado retail network consists of 44 owned outlets branded Shell®, Exxon® and Mobil®. Suncor also has product supply agreements with 161 Shell®-branded sites in both Colorado and Wyoming, and with 27 Exxon® and Mobil®-branded sites in Colorado. Marketing activities from the retail network also generate non-petroleum revenues from convenience store sales and car washes.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   21


Suncor's wholesale operations sell refined products into farm, home heating, paving, small industrial, commercial and truck markets. Through its PETRO-PASS TM network, Suncor is a national marketer to the commercial road transport segment in Canada. Suncor also sells refined products directly to large industrial and commercial customers and independent marketers.

Retail Summary

           As at December 31
Locations   2017   2016  

Retail Service Stations – Canada          

  Petro-Canada TM -branded   1 516   1 492  

  Sunoco TM -branded   1   1  

    1 517   1 493  

Retail Service Stations (1)  – U.S.          

  Shell®-branded retail service stations – Colorado/Wyoming   196   218  

  Exxon®-branded retail service stations – Colorado   26   15  

  Mobil®-branded retail service stations – Colorado   10   5  

    232   238  

Wholesale Cardlock Sites – Canada          

  Petro-Canada TM -branded cardlock sites (PETRO-PASS TM )   305   282  

(1)
The comparative period has been revised to reflect current period presentation, which includes Shell®, Exxon® and Mobil®-branded sites for which Suncor has exclusive product supply agreements.
 
    2017
  2016
   
 
Sales Volumes   mbbls/d   % operating
revenues
  mbbls/d   % operating
revenues
 

Gasoline (includes motor and aviation gasoline)                  

  Eastern North America   117.5       115.2      

  Western North America   125.4       129.1      

    242.9   46   244.3   47  

Distillates (includes diesel and heating oils, and aviation jet fuels)                  

  Eastern North America   86.8       76.3      

  Western North America   112.5       109.8      

    199.3   37   186.1   36  

Other (includes heavy fuel oil, asphalts, lubricants, petrochemicals, other)                  

  Eastern North America   62.4       61.8      

  Western North America   25.9       29.2      

    88.3   17   91.0   17  

    530.5       521.4      

Sales volumes for specific products are moderately affected by seasonal cycles: gasoline sales are typically higher during the summer driving season; heating oil sales are typically higher during the winter season; diesel sales are typically higher during the drilling season at the beginning of the year in Western Canada, and during agricultural planting and harvest seasons in early spring and late summer, respectively; asphalt sales are typically higher during the summer construction paving period. Suncor has the flexibility to modify refinery inputs and outputs to match production yields with anticipated product demands.

22   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Sales volumes can also be impacted when refineries undergo maintenance events, which reduce production. Suncor is able to partially mitigate this impact through its integrated facilities: the Edmonton refinery and Oil Sands Base upgrading facilities, and the Sarnia and Montreal refineries. In addition, Suncor may purchase refined products from third-party suppliers.

Other Suncor Businesses

Energy Trading

Suncor's Energy Trading business is organized around five main commodity groups – crude oil, natural gas, sulphur, petroleum coke and electricity – and has trading offices in Canada, the U.K. and the U.S.. Energy Trading provides commodity supply, transportation and storage and optimizes price realizations for Suncor's products. The company's customers include mid- to large-sized commercial and industrial consumers, utility companies and energy producers.

The Energy Trading business supports the company's Oil Sands and E&P production by optimizing price realizations, managing inventory levels and managing the impacts of external market factors, such as pipeline disruptions or outages at refining customers. The Energy Trading business has entered into arrangements for other midstream infrastructure, such as pipeline, storage capacity and rail access, to optimize delivery of existing and future growth production, while generating trading earnings on select strategies and opportunities.

The Energy Trading business supports the company's Refining and Marketing business by optimizing the supply of crude and NGLs feedstock to the four refineries, managing crude inventory levels during refinery turnarounds and periods of unplanned maintenance, as well as managing external impacts from pipeline disruptions. The business provides reliable natural gas supply to Suncor's upstream and downstream operations and generates incremental revenue through trading and asset optimization.

Renewable Energy

Suncor's renewable energy investment activities include development, construction and ownership of Suncor-operated and joint venture partner-operated renewable power assets across Canada. This currently includes a portfolio of four operating wind power facilities located in Alberta, Saskatchewan and Ontario with a gross installed capacity of 111 MW. In addition, Suncor holds a number of sites for potential future wind and solar power projects that are in various stages of development.

In 2016, the company commenced a sale process for certain assets within the Renewable Energy business. Total gross installed capacity decreased by 176 MW due to the sale of Suncor's interest in the Cedar Point Wind Power Project, which closed on January 24, 2017, and Suncor's interest in the Ripley Wind Power Project, which closed on July 10, 2017.

Suncor's wind power projects as at December 31, 2017:

Wind Power Projects       Ownership
Interest (%)
  Gross (MW)   Turbines   Completed  

Operated by Suncor                      

  Adelaide   Strathroy, Ontario   75.0   40   18   2014  

Non-operated                      

  Chin Chute   Taber, Alberta   33.3   30   20   2006  

  Magrath   Magrath, Alberta   33.3   30   20   2004  

  SunBridge   Gull Lake, Saskatchewan   50.0   11   17   2002  

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   23


SUNCOR EMPLOYEES

The following table shows the distribution of employees among Suncor's business units and corporate office.

As of December 31   2017   2016  

Oil Sands (1)   6 196   6 006  

Exploration and Production   332   339  

Refining and Marketing (2)   2 737   3 401  

Corporate, Energy Trading and Renewable Energy (3)   3 116   3 091  

Total   12 381   12 837  

(1)
Includes employees related to the Fort Hills operations.

(2)
The decline in Refining and Marketing primarily relates to the sale of PCLI.

(3)
Includes employees from the company's Projects group, which supports the business units.

In addition to Suncor's employees, the company also uses independent contractors to supply a range of services.

Approximately 38% of the company's employees were covered by collective agreements at the end of 2017. The majority of the collective agreements, covering 3,774 employees represented by Unifor at various locations, were renewed in 2016. Negotiations are in progress with Teamsters Canada at the Burrard terminal and with Unifor for the ETFD. None of the company's collective agreements are scheduled to expire in 2018.

ETHICS, SOCIAL AND ENVIRONMENTAL POLICIES

Suncor has adopted several policies focused on ethics, social and environmental matters.

Suncor's standards for the ethical conduct of the company's business are set forth in a Standards of Business Conduct Code (the Code), which applies to Suncor's directors, officers, employees and independent contractors, and requires strict compliance with legal requirements. Topics addressed in the Code include competition, conflict of interest, the protection and proper use of corporate assets and opportunities, confidentiality, disclosure of material information, trading in shares and securities, communications to the public, improper payments, harassment, fair dealing in trade relations, and accounting, reporting and business controls. The Code is supported by detailed policy guidance and standards and a Code compliance program, under which every Suncor director, officer, employee and independent contractor is required to annually complete a Code training course, read a summary of the Code, affirm that he or she understands the requirements of the Code, and provide confirmation of compliance with the Code since his or her last affirmation or confirmation that any instance of non-compliance has been discussed and resolved with the individual's supervisor. Compliance is then reported to Suncor's Governance Committee of the Board of Directors. A copy of the Code is available on Suncor's website at www.suncor.com.

Suncor has a Supplier Code of Conduct which highlights the values that are important to Suncor and is a guide to the standard of behaviour required of all suppliers, contractors, consultants and other third parties with whom Suncor does business. The Supplier Code of Conduct addresses topics such as safety, human rights, harassment, bribery and corruption and confidential information, among others. Compliance with the Supplier Code of Conduct is a standard requirement for all Suncor supply chain contracts.

Suncor has a Human Rights Policy, which affirms Suncor's responsibility to respect human rights and ensures that Suncor is not complicit in human rights abuses. Suncor is subject to the laws of the countries in which it operates and is committed to complying with all such laws while honouring international human rights principles, such as those described in the Universal Declaration of Human Rights. The policy contains guiding principles such as human rights due diligence, respecting the cultures, customs and values of Suncor's employees and the communities where the company operates, security policies that are consistent with international human rights standards and access to dispute resolution mechanisms. The policy makes clear that the scope of Suncor's human rights due diligence includes its own operations and, where it can influence its third-party business relationships, the operations of others.

24   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Suncor has a Stakeholder Relations Policy, which reflects Suncor's values. The policy provides that Suncor is committed to developing and maintaining positive, meaningful relationships with stakeholders in all of its operating areas and provides Suncor's principles for guiding the development of stakeholder relations (respect, responsibility, transparency, timeliness and mutual benefit). The policy states that successful stakeholder engagement guides informed decision-making, resolving issues with timely, cost-effective and mutually beneficial solutions, building stronger communities and supporting shared learning.

Suncor has a Canadian Aboriginal Relations Policy, which affirms Suncor's desire to work in collaboration with Aboriginal Peoples to create shared value. The policy sets the foundation for a consistent approach to the company's relationships with Aboriginal Peoples and outlines Suncor's responsibilities and commitments, and is intended to guide Suncor's business decisions on a day-to-day basis. Suncor is committed to working closely with Aboriginal Peoples and communities to build and maintain effective, long-term and mutually beneficial relationships. The policy makes it clear that responsible development takes into account Aboriginal interests regarding the opportunities and impacts of energy development on communities and on their traditional and current uses of lands and resources.

Suncor has an Environment, Health and Safety (EH&S) policy, which affirms Suncor's commitment to be a sustainable energy company by working to achieve or exceed levels of performance governed by legislation and by the evolving environmental, social and economic expectations of the company's stakeholders. The policy reflects Suncor's belief that the company's EH&S efforts are complementary and interdependent with the company's economic and social performance. The policy states that Suncor management is responsible for ensuring that employees and contractors under their direction are competent to manage their EH&S responsibilities and are knowledgeable of the hazards and risks associated with their jobs, and that all Suncor employees and contractors are accountable for compliance with relevant acts, codes, regulations, standards and procedures, and for their own personal safety and the safety of their co-workers.

The Environment, Health, Safety and Sustainable Development Committee of the Board of Directors meets quarterly to review Suncor's effectiveness in meeting its EH&S obligations. The committee also reviews the effectiveness with which Suncor establishes appropriate EH&S policies, including environmental performance, given legal, industry and community standards. Management systems are overseen by this committee to implement such policies and ensure compliance.

Suncor's annual President's Operational Excellence Awards support and highlight the goals of the EH&S policy by honouring employees and contractors who demonstrate an exceptional commitment to environment, health and safety performance. The awards ceremony highlights progress on safety initiatives and provides educational opportunities for all employees.

The aforementioned policies are reviewed regularly, and are accessible to employees and contractors on the company's intranet. Additional workshops and targeted training sessions on various matters under the policies are also conducted as warranted throughout the year. Information regarding the policies is provided for employees primarily though feature articles on the company's intranet. The Aboriginal Relations Policy also has Cree and Dene audio translations. Training on that policy is also provided for employees and independent contractors whose roles require interaction with Aboriginal communities.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   25


STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION

Date of Statement

The Statement of Reserves Data and Other Oil and Gas Information outlined below is dated March 1, 2018, with an effective date of December 31, 2017. Reserves evaluations have not been updated since the effective date and, thus, do not reflect changes in the company's reserves since that date. The preparation date of the information is February 23, 2018.

Disclosure of Reserves Data

Suncor is subject to the reporting requirements of Canadian securities regulatory authorities, including the reporting of reserves data in accordance with National Instrument 51-101 –  Standards of Disclosure for Oil and Gas Activities (NI 51-101).

The reserves data included in this section of the AIF for Suncor's Mining and In Situ operations is based upon evaluations conducted by GLJ Petroleum Consultants Ltd. (GLJ), contained in their reports (the GLJ Reports). The reserves data set forth below for all other reserves, which includes Suncor's interests in its conventional assets offshore Newfoundland and Labrador, its natural gas assets located in Western Canada (collectively, E&P Canada), and conventional assets offshore the U.K. and Norway (North Sea), is based upon evaluations conducted by Sproule Associates Limited or Sproule International Limited (collectively, Sproule), contained in their reports (the Sproule Reports). Each of GLJ and Sproule (collectively, the Evaluators) are independent qualified reserves evaluators as defined in NI 51-101.

The reserves data summarizes Suncor's SCO, bitumen, light crude oil and medium crude oil (combined, including immaterial amounts of heavy crude oil) and conventional natural gas (including immaterial amounts of NGLs) reserves and the net present values of future net revenues for these reserves using forecast prices and costs prior to provision for interest and general and administrative expense.

Advisories – Reserves Data

It should not be assumed that the estimates of future net revenues presented in the tables below represent the fair market value of the reserves. There is no assurance that the forecast prices and cost assumptions will be attained and variances could be material. There is no guarantee that the estimates for SCO, bitumen, light crude oil and medium crude oil, heavy crude oil, conventional natural gas and NGLs reserves provided herein will be recovered. Actual SCO, bitumen, light crude oil and medium crude oil, heavy crude oil, conventional natural gas and NGLs volumes recovered may be greater than or less than the estimates provided herein. Readers should review the Glossary of Terms and Abbreviations and the definitions and information contained in the Notes to Reserves Data Tables, Definitions for Reserves Data Tables and Notes to Future Net Revenues Tables in conjunction with the following notes and tables.

Significant Risk Factors and Uncertainties Affecting Reserves

The evaluation of reserves is a continuous process, one that can be significantly impacted by a variety of internal and external influences. Revisions are often required as a result of newly acquired technical data, technology improvements, or changes in historical performance, pricing, economic conditions, market availability, or regulatory requirements. Additional technical information regarding geology, hydro geology, reservoir properties and reservoir fluid properties is obtained through seismic programs, drilling programs, updated reservoir performance studies and analysis, and production history, and may result in revisions to reserves. Pricing, market availability and economic conditions affect the profitability of reserves development. Royalty regimes and environmental regulations and other regulatory changes cannot be predicted but may have positive or negative effects on reserves. Future technology improvements would be expected to have a favourable impact on the economics of reserves development and exploitation, and therefore may result in an increase to reserves. Political unrest, such as is occurring in Syria and Libya, has resulted in volumes that would otherwise be classified as reserves being classified as contingent resources.

While the above factors, and many others, are relevant, certain judgments and assumptions are always required. As new information becomes available, these areas are reviewed and revised accordingly.

The reserves included in this AIF represent estimates only. There are numerous uncertainties inherent in estimating quantities and quality of these reserves, including many factors beyond the company's control. In general, estimates of reserves and the future net cash flows from these reserves are based upon a number of variable factors and assumptions, such as production forecasts, regulations, pricing, the timing and amount of capital expenditures, future royalties, future operating costs, future abandonment and reclamation costs, and yield rates for upgraded production of SCO from bitumen – all of which may vary considerably from actual results and may be affected by many of the factors identified under Industry Conditions and Risk Factors herein. The accuracy of any reserves estimate is a matter of interpretation and judgment and is a function of the quality and quantity of available data, which may have been gathered over time. For these reasons, estimates of the reserves and categorization of such reserves based on the certainty of recovery, prepared by different engineers or by the same engineers at different times, may vary.

Reserves estimates are based upon geological assessment, including drilling and laboratory tests. Mining reserves estimates also consider production capacity and upgrading

26   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.



yields, mine plans, operating life and regulatory constraints. In Situ reserves estimates are also based upon the testing of core samples and seismic operations and demonstrated commercial success of in situ processes. Suncor's actual production, revenues, royalties, taxes, and development and operating expenditures with respect to the company's reserves will vary from such estimates, and such variances could be material. Production performance subsequent to the date of the estimate may justify future revision, either upward or downward, if material.

The reserves evaluations are based in part on the assumed success of activities the company intends to undertake in future years. The reserves and estimated cash flow to be derived from the reserves contained in the reserves evaluations may be increased or reduced to the extent that such activities do or do not achieve the level of success assumed in the reserves evaluations.

Specific significant risk factors and uncertainties affecting Suncor's reserves include, amongst others:

Volatility of Commodity Prices
Carbon Risk
Political Unrest
Abandonment and Reclamation costs

Refer to the Risk Factors section of this AIF for additional information on significant risk factors and uncertainties affecting Suncor's reserves.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   27


Oil and Gas Reserves Tables and Notes

Summary of Oil and Gas Reserves (1)
as at December 31, 2017
(forecast prices and costs) (2)

                      SCO (3)
                    Bitumen
              Light Crude &
            Medium Crude Oil (4)
              Conventional
            Natural Gas (5)
                    Total

 

 

                  (mmbbls)

 

                  (mmbbls)

 

            (mmbbls)

 

            (bcfe)

 

                  (mmboe)

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Proved Developed Producing                                          
  Mining   2 134   1 923               2 134   1 923  
  In Situ   160   151   108   100           268   251  
  E&P Canada           51   40   20   17   54   43  

Total Canada   2 294   2 074   108   100   51   40   20   17   2 456   2 217  

North Sea           57   57   2   2   57   57  

Total Proved Developed Producing   2 294   2 074   108   100   108   97   22   20   2 513   2 274  

Proved Developed Non-Producing                                          
  Mining                      
  In Situ   16   12   22   21           39   33  
  E&P Canada               2   2      

Total Canada   16   12   22   21       2   2   39   33  

North Sea                      

Total Proved Developed Non-Producing   16   12   22   21       2   2   39   33  

Proved Undeveloped                                          
  Mining       929   863           929   863  
  In Situ   575   487   675   572           1 250   1 059  
  E&P Canada           47   46       47   46  

Total Canada   575   487   1 603   1 435   47   46       2 226   1 968  

North Sea                      

Total Proved Undeveloped   575   487   1 603   1 435   47   46       2 226   1 968  

Proved                                          
  Mining   2 134   1 923   929   863           3 062   2 786  
  In Situ   751   650   805   692           1 557   1 343  
  E&P Canada           98   86   21   19   102   90  

Total Canada   2 885   2 573   1 734   1 555   98   86   21   19   4 721   4 218  

North Sea           57   57   2   2   57   57  

Total Proved   2 885   2 573   1 734   1 555   155   143   24   22   4 778   4 275  

Probable                                          
  Mining   608   544   581   492           1 189   1 036  
  In Situ   1 216   979   342   262           1 558   1 240  
  E&P Canada           227   191   6   6   228   192  

Total Canada   1 823   1 523   923   754   227   191   6   6   2 975   2 469  

North Sea           34   34   4   4   35   35  

Total Probable   1 823   1 523   923   754   261   225   10   10   3 009   2 504  

Proved Plus Probable                                          
  Mining   2 741   2 467   1 510   1 356           4 251   3 823  
  In Situ   1 967   1 629   1 147   954           3 114   2 583  
  E&P Canada           326   278   28   25   330   282  

Total Canada   4 708   4 096   2 657   2 310   326   278   28   25   7 696   6 687  

North Sea           91   91   6   6   92   92  

Total Proved Plus Probable   4 708   4 096   2 657   2 310   417   369   34   31   7 788   6 779  

Please see Notes (1) through (5) at the end of the reserves data section for important information about volumes in this table.

28   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Reconciliation of Gross Reserves (1)
as at December 31, 2017
(forecast prices and costs) (2)

    SCO (3)
  Bitumen
  Light Crude & Medium
Crude Oil (4)(5)
  Conventional
Natural Gas (6)
  Total
   
   
 
 
 
 
   
    Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
   
   
    mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   bcfe   bcfe   bcfe   mmboe   mmboe   mmboe    

Mining                                                                

December 31, 2016   2 317   617   2 934   879   577   1 455               3 196   1 194   4 389    

  Extensions & Improved Recovery (7)                                  

  Technical Revisions (8)   (47 ) (10 ) (57 ) 10   (20 ) (10 )             (37 ) (30 ) (67 )  

  Discoveries (9)                                  

  Acquisitions (10)         40   25   64               40   25   64    

  Dispositions (11)                                  

  Economic Factors (12)                                  

  Production (13)   (136 )   (136 )                   (136 )   (136 )  

December 31, 2017   2 134   608   2 741   929   581   1 510               3 062   1 189   4 251    

In Situ                                                                

December 31, 2016   746   1 169   1 915   825   410   1 235               1 571   1 579   3 150    

  Extensions & Improved Recovery (7)   4   (4 )   2   (2 )               6   (6 )    

  Technical Revisions (8)   30   50   80   19   (66 ) (47 )             49   (16 ) 33    

  Discoveries (9)                                  

  Acquisitions (10)                                  

  Dispositions (11)                                  

  Economic Factors (12)                                  

  Production (13)   (28 )   (28 ) (41 )   (41 )             (69 )   (69 )  

December 31, 2017   751   1 216   1 967   805   342   1 147               1 557   1 558   3 114    

E&P Canada                                                                

December 31, 2016               104   206   310   27   8   35   108   208   316    

  Extensions & Improved Recovery (7)               2   33   35         2   33   35    

  Technical Revisions (6)(8)               12   (12 )   3   (1 ) 2   13   (12 )    

  Discoveries (9)                                  

  Acquisitions (10)                                  

  Dispositions (11)                                  

  Economic Factors (12)                     (3 ) (1 ) (4 ) (1 )   (1 )  

  Production (13)               (19 )   (19 ) (5 )   (5 ) (20 )   (20 )  

December 31, 2017               98   227   326   21   6   28   102   228   330    

Total Canada                                                                

December 31, 2016   3 063   1 786   4 849   1 704   987   2 691   104   206   310   27   8   35   4 875   2 981   7 855    

  Extensions & Improved Recovery (7)   4   (4 )   2   (2 )   2   33   35         8   27   35    

  Technical Revisions (8)   (17 ) 41   23   29   (86 ) (57 ) 12   (12 )   3   (1 ) 2   25   (58 ) (33 )  

  Discoveries (9)                                  

  Acquisitions (10)         40   25   64               40   25   64    

  Dispositions (11)                                  

  Economic Factors (12)                     (3 ) (1 ) (4 ) (1 )   (1 )  

  Production (13)   (164 )   (164 ) (41 )   (41 ) (19 )   (19 ) (5 )   (5 ) (225 )   (225 )  

December 31, 2017   2 885   1 823   4 708   1 734   923   2 657   98   227   326   21   6   28   4 721   2 975   7 696    

Please see Notes (1) through (13) at the end of the reserves data section for important information about volumes in this table.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   29


Reconciliation of Gross Reserves (1) (continued)
as at December 31, 2017
(forecast prices and costs) (2)

    SCO (3)
  Bitumen
  Light Crude & Medium
Crude Oil (4)(5)
  Conventional
Natural Gas (6)
  Total
   
   
 
 
 
 
   
    Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
  Proved   Probable   Proved
Plus
Probable
   
   
    mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   mmbbls   bcfe   bcfe   bcfe   mmboe   mmboe   mmboe    

North Sea                                                                

December 31, 2016               69   32   101   4   4   8   69   33   102    

  Extensions & Improved Recovery (7)                 2   2           2   2    

  Technical Revisions (8)               11     12   3     3   12     12    

  Discoveries (9)                                  

  Acquisitions (10)                                  

  Dispositions (11)                                  

  Economic Factors (12)                                  

  Production (13)               (23 )   (23 ) (4 )   (4 ) (23 )   (23 )  

December 31, 2017               57   34   91   2   4   6   57   35   92    

Other International   (14)                                                                

December 31, 2016                                  

  Extensions & Improved Recovery (7)                                  

  Technical Revisions (8)               6     6         6     6    

  Discoveries (9)                                  

  Acquisitions (10)                                  

  Dispositions (11)                                  

  Economic Factors (12)                                  

  Production (13)(14)               (6 )   (6 )       (6 )   (6 )  

December 31, 2017                                  

Total                                                                

December 31, 2016   3 063   1 786   4 849   1 704   987   2 691   172   238   411   31   12   43   4 944   3 014   7 957    

  Extensions & Improved Recovery (7)   4   (4 )   2   (2 )   2   35   36         8   29   36    

  Technical Revisions (8)   (17 ) 41   23   29   (86 ) (57 ) 30   (12 ) 18   6   (1 ) 4   43   (57 ) (15 )  

  Discoveries (9)                                  

  Acquisitions (10)         40   25   64               40   25   64    

  Dispositions (11)                                  

  Economic Factors (12)                     (3 ) (1 ) (4 ) (1 )   (1 )  

  Production (13)   (164 )   (164 ) (41 )   (41 ) (48 )   (48 ) (9 )   (9 ) (254 )   (254 )  

December 31, 2017   2 885   1 823   4 708   1 734   923   2 657   155   261   417   24   10   34   4 778   3 009   7 788    

Please see Notes (1) through (14) at the end of the reserves data section for important information about volumes in this table.

30   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Notes to Reserves Data Tables
as at December 31, 2017

(1)
Reserves data tables may not add due to rounding.

(2)
See the Notes to Future Net Revenues Tables for information on forecast prices and costs.

(3)
SCO reserves figures include the company's diesel sales volumes.

(4)
Gross volumes of Light Crude and Medium Crude oil for E&P Canada include immaterial quantities of Heavy Crude oil as follows: Proved Developed Producing of 2 mmbbls, Proved Undeveloped of 34 mmbbls, Proved of 37 mmbbls, Probable of 74 mmbbls and Proved Plus Probable of 111 mmbbls. Net volumes of Light Crude and Medium Crude oil for E&P Canada include immaterial quantities of Heavy Crude oil as follows: Proved Developed Producing of 2 mmbbls, Proved Undeveloped of 34 mmbbls, Proved of 36 mmbbls, Probable of 67 mmbbls and Proved Plus Probable of 103 mmbbls.

(5)
Light Crude and Medium Crude oil Technical Revisions for E&P Canada includes quantities of Heavy Crude oil as follows: Proved of 9 mmbbls and Probable of (9) mmbbls.

(6)
Conventional Natural Gas includes immaterial amounts of NGLs (0.2 mmbbls of Proved and 0.3 mmbbls of Proved Plus Probable NGLs).

(7)
Extensions & Improved Recovery are additions to the reserves resulting from step-out drilling, infill drilling and implementation of improved recovery schemes. Negative volumes, if any, for Probable reserves result from the transfer of Probable reserves to Proved reserves. Changes in 2017 are primarily a result of sanctioning of the WWRP and infill drilling at Firebag, Terra Nova and Hibernia.

(8)
Technical Revisions include changes in previous estimates resulting from new technical data or revised interpretations. Changes in 2017 are primarily due to new information obtained during the year, including drilling results and ongoing field performance, an increase in In Situ volumes forecast to be upgraded, and the movement of a portion of Hebron volumes from Probable to Proved as a result of the commencement of production. For Other International, a technical revision has been made to offset production (refer to Note 14 below).

(9)
Discoveries are additions to reserves in reservoirs where no reserves were previously booked as a result of the confirmation of the existence of an accumulation of a significant quantity of potentially recoverable petroleum.

(10)
Acquisitions are additions to reserves estimates as a result of purchasing interests in oil and gas properties. Additions in 2017 relate to Suncor's acquisition of an additional 2.26% interest in Fort Hills.

(11)
Dispositions are reductions in reserves estimates as a result of selling all or a portion of an interest in oil and gas properties.

(12)
Economic Factors are changes due primarily to price forecasts, inflation rates or regulatory changes.

(13)
Production quantities may include estimated production for periods near the end of the year when actual sales quantities were not available at the time the reserves evaluations were conducted.

(14)
Other International includes production for Libya based on the company's 50% working interest. Production for Libya is offset by Technical Revisions of an equal amount, since Suncor's Libya assets are classified as contingent resources due to political unrest.

Definitions for Reserves Data Tables

In the tables set forth above and elsewhere in this AIF, the following definitions and other notes are applicable:

Gross means:

(a)
in relation to Suncor's interest in production or reserves, Suncor's working-interest share before deduction of royalties and without including any royalty interests of Suncor;

(b)
in relation to Suncor's interest in wells, the total number of wells in which Suncor has an interest; and

(c)
in relation to Suncor's interest in properties, the total area of properties in which Suncor has an interest.

Net means:

(a)
in relation to Suncor's interest in production or reserves, Suncor's working-interest share after deduction of royalty obligations, plus the company's royalty interests in production or reserves;

(b)
in relation to Suncor's interest in wells, the number of wells obtained by aggregating Suncor's working interest in each of the company's gross wells; and

(c)
in relation to Suncor's interest in a property, the total area in which Suncor has an interest multiplied by the working interest owned by Suncor.

Reserves Categories

The reserves estimates presented are based on the definitions and guidelines contained in the Canadian Oil and Gas Evaluation (COGE) Handbook. A summary of those definitions is set forth below.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   31


Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, as of a given date, based on analyses of drilling, geological, geophysical and engineering data, the use of established technology, and specified economic conditions, which are generally accepted as being reasonable.

Reserves are classified according to the degree of certainty associated with the estimates:

Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated Proved reserves. Proved reserves estimates should target at least a 90% probability that the quantities actually recovered will equal or exceed the estimate.

Probable reserves are those additional reserves that are less certain to be recovered than Proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated Proved Plus Probable reserves. That is, Proved Plus Probable reserves estimates should target at least a 50% probability that the quantities actually recovered will equal or exceed the estimate.

Other criteria that must also be met for the categorization of reserves are provided in the COGE Handbook.

Proved and Probable reserves categories may be divided into Developed and Undeveloped categories:

Developed reserves are those reserves that are expected to be recovered (i) from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (for example, when compared to the cost of drilling a well) to put the reserves on production, or (ii) for mining assets, through installed extraction equipment and infrastructure that is operational at the time of the reserves estimate. The Developed category may be subdivided into Producing and Non-Producing.

(a)
Developed Producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

(b)
Developed Non-Producing reserves are those reserves that either have not been on production, or have previously been on production but are shut in, and the date of resumption of production is unknown.

Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (for example, when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves category (Proved or Probable) to which they are assigned.

In multi-well pools, it may be appropriate to allocate total pool reserves between the Developed and Undeveloped categories or to subdivide the Developed reserves for the pool between Developed Producing and Developed Non-Producing. This allocation should be based on the estimator's assessment as to the reserves that will be recovered from specific wells, facilities and completion intervals in the pool and their respective development and production status.

32   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Future Net Revenues Tables and Notes (1)

Net Present Values of Future Net Revenues Before Income Taxes
as at December 31, 2017
(forecast prices and costs)

    (in $ millions, discounted at % per year)
  Unit Value (2)  
   
 
    0%   5%   10%   15%   20%   ($/boe)  

Proved Developed Producing                          

  Mining   31 339   28 803   21 997   17 149   13 866   11.44  
  In Situ   7 128   6 618   6 108   5 647   5 242   24.32  
  E&P Canada   674   783   815   814   799   18.90  

Total Canada   39 141   36 204   28 920   23 610   19 906   13.04  

North Sea   2 485   2 374   2 240   2 108   1 985   39.08  

Total Proved Developed Producing   41 626   38 578   31 161   25 718   21 892   13.70  

Proved Developed Non-Producing                          

  Mining              
  In Situ   1 124   950   814   707   621   25.04  
  E&P Canada   1   1   1       1.83  

Total Canada   1 124   950   815   708   621   24.85  

North Sea              

Total Proved Developed Non-Producing   1 124   950   815   708   621   24.85  

Proved Undeveloped                          

  Mining   13 406   5 955   2 874   1 453   726   3.33  
  In Situ   30 956   16 580   9 493   5 734   3 601   8.97  
  E&P Canada   1 476   1 184   940   750   604   20.38  

Total Canada   45 838   23 719   13 308   7 937   4 931   6.76  

North Sea              

Total Proved Undeveloped   45 838   23 719   13 308   7 937   4 931   6.76  

Proved                          

  Mining   44 745   34 758   24 871   18 602   14 592   8.93  
  In Situ   39 208   24 148   16 416   12 089   9 464   12.23  
  E&P Canada   2 150   1 968   1 756   1 564   1 402   19.61  

Total Canada   86 103   60 873   43 043   32 254   25 459   10.20  

North Sea   2 485   2 374   2 240   2 108   1 985   39.08  

Total Proved   88 588   63 247   45 283   34 362   27 445   10.59  

Probable                          

  Mining   26 955   11 459   6 136   3 841   2 672   5.92  
  In Situ   68 545   19 747   7 868   4 228   2 819   6.34  
  E&P Canada   9 688   6 364   4 351   3 108   2 299   22.64  

Total Canada   105 188   37 570   18 355   11 178   7 790   7.43  

North Sea   1 727   1 434   1 176   971   811   33.70  

Total Probable   106 915   39 004   19 531   12 148   8 601   7.80  

Proved Plus Probable                          

  Mining   71 699   46 217   31 007   22 443   17 264   8.11  
  In Situ   107 753   43 894   24 284   16 317   12 283   9.40  
  E&P Canada   11 839   8 332   6 107   4 672   3 702   21.68  

Total Canada   191 291   98 443   61 398   43 432   33 249   9.18  

North Sea   4 213   3 808   3 416   3 079   2 796   37.05  

Total Proved Plus Probable   195 503   102 251   64 814   46 511   36 045   9.56  

Please see the Notes at the end of the Future Net Revenues Tables.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   33


Net Present Values of Future Net Revenues After Income Taxes (1)
as at December 31, 2017
(forecast prices and costs)

    (in $ millions, discounted at % per year)
 
   
    0%   5%   10%   15%   20%  

Proved Developed Producing                      

  Mining   21 885   22 509   17 574   13 894   11 374  
  In Situ   5 471   5 121   4 743   4 391   4 079  
  E&P Canada   674   783   815   814   799  

Total Canada   28 031   28 413   23 132   19 099   16 252  

North Sea   1 321   1 273   1 209   1 142   1 079  

Total Proved Developed Producing   29 352   29 686   24 341   20 241   17 331  

Proved Developed Non-Producing                      

  Mining            
  In Situ   811   684   585   507   444  
  E&P Canada            

Total Canada   811   684   585   507   444  

North Sea            

Total Proved Developed Non-Producing   811   684   585   507   444  

Proved Undeveloped                      

  Mining   10 507   4 496   2 041   931   376  
  In Situ   22 250   11 696   6 537   3 828   2 308  
  E&P Canada   1 231   1 011   812   651   524  

Total Canada   33 988   17 204   9 391   5 410   3 208  

North Sea            

Total Proved Undeveloped   33 988   17 204   9 391   5 410   3 208  

Proved                      

  Mining   32 392   27 005   19 615   14 825   11 750  
  In Situ   28 532   17 501   11 865   8 726   6 831  
  E&P Canada   1 905   1 795   1 627   1 465   1 323  

Total Canada   62 830   46 300   33 107   25 016   19 904  

North Sea   1 321   1 273   1 209   1 142   1 079  

Total Proved   64 151   47 574   34 316   26 158   20 983  

Probable                      

  Mining   19 782   8 288   4 342   2 671   1 834  
  In Situ   49 798   14 262   5 719   3 117   2 105  
  E&P Canada   7 080   4 662   3 136   2 194   1 586  

Total Canada   76 660   27 212   13 197   7 982   5 524  

North Sea   1 032   849   693   571   476  

Total Probable   77 692   28 061   13 890   8 552   6 000  

Proved Plus Probable                      

  Mining   52 174   35 293   23 957   17 495   13 584  
  In Situ   78 331   31 763   17 584   11 843   8 935  
  E&P Canada   8 985   6 457   4 764   3 659   2 909  

Total Canada   139 490   73 513   46 305   32 997   25 428  

North Sea   2 353   2 122   1 902   1 713   1 555  

Total Proved Plus Probable   141 843   75 635   48 206   34 710   26 983  

See the Notes at the end of the Future Net Revenues Tables.

34   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Total Future Net Revenues (1)
as at December 31, 2017
(forecast prices and costs)

(in $ millions, undiscounted)   Revenue   Royalties   Operating
Costs
  Development
Costs
  Abandonment
and Reclamation
Costs
  Future Net
Revenues Before
Deducting
Future
Income Tax
Expenses
  Future
Income Tax
Expenses
  Future Net
Revenues After
Deducting
Future
Income Tax
Expenses
 

Proved Developed Producing                                  

  Mining   190 726   19 595   95 875   25 091   18 826   31 339   9 454   21 885  
  In Situ   17 236   1 011   7 217   1 363   517   7 128   1 657   5 471  
  E&P Canada   4 242   875   1 443   131   1 118   674     674  

Total Canada   212 204   21 482   104 535   26 585   20 461   39 141   11 110   28 031  

North Sea   4 588     1 423   86   594   2 485   1 164   1 321  

Total Proved Developed Producing   216 792   21 482   105 958   26 671   21 054   41 626   12 275   29 352  

Proved Developed Non-Producing                                  

  Mining                  
  In Situ   2 358   442   587   180   25   1 124   313   811  
  E&P Canada   6     4   1     1     1  

Total Canada   2 364   442   590   181   26   1 124   313   811  

North Sea                  

Total Proved Developed Non-Producing   2 364   442   590   181   26   1 124   313   811  

Proved Undeveloped                                  

  Mining   59 299   4 429   34 305   5 795   1 364   13 406   2 899   10 507  
  In Situ   100 431   15 157   32 733   20 425   1 160   30 956   8 706   22 250  
  E&P Canada   4 003   117   1 350   575   485   1 476   244   1 231  

Total Canada   163 733   19 703   68 388   26 795   3 009   45 838   11 849   33 988  

North Sea                  

Total Proved Undeveloped   163 733   19 703   68 388   26 795   3 009   45 838   11 849   33 988  

Proved                                  

  Mining   250 024   24 024   130 180   30 886   20 189   44 745   12 352   32 392  
  In Situ   120 026   16 610   40 537   21 968   1 703   39 208   10 676   28 532  
  E&P Canada   8 251   992   2 797   708   1 603   2 150   244   1 906  

Total Canada   378 301   41 627   173 514   53 562   23 496   86 103   23 273   62 830  

North Sea   4 588     1 423   86   594   2 485   1 164   1 321  

Total Proved   382 889   41 627   174 937   53 648   24 090   88 588   24 437   64 151  

Probable                                  

  Mining   121 007   15 660   63 876   10 648   3 869   26 955   7 172   19 782  
  In Situ   196 971   37 355   56 972   32 598   1 501   68 545   18 746   49 798  
  E&P Canada   22 308   3 508   5 746   2 414   952   9 688   2 609   7 079  

Total Canada   340 287   56 524   126 594   45 660   6 321   105 188   28 528   76 660  

North Sea   3 050     943   286   94   1 727   695   1 032  

Total Probable   343 336   56 524   127 537   45 946   6 415   106 915   29 223   77 692  

Proved Plus Probable                                  

  Mining   371 032   39 685   194 056   41 534   24 058   71 699   19 525   52 174  
  In Situ   316 997   53 965   97 509   54 566   3 204   107 753   29 422   78 331  
  E&P Canada   30 559   4 501   8 543   3 121   2 555   11 839   2 854   8 985  

Total Canada   718 588   98 151   300 108   99 222   29 817   191 291   51 801   139 490  

North Sea   7 637     2 365   372   687   4 213   1 860   2 353  

Total Proved Plus Probable   726 225   98 151   302 474   99 593   30 504   195 503   53 660   141 843  

See the Notes at the end of the Future Net Revenues Tables.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   35


Future Net Revenues by Product Type (1)
as at December 31, 2017
(forecast prices and costs)

(before income taxes, discounted at 10% per year)   $ millions   Unit Value
$/boe (2)
 

Proved Developed Producing          

  SCO   26 820   12.93  

  Bitumen   1 285   12.88  

  Light Crude & Medium Crude Oil (3)   2 959   31.21  

  Heavy Crude Oil   76   33.02  

  Conventional Natural Gas (4)   20   5.99  

Total Proved Developed Producing   31 161   13.70  

Proved          

  SCO   32 607   12.67  

  Bitumen   8 680   5.58  

  Light Crude & Medium Crude Oil (3)   3 166   29.35  

  Heavy Crude Oil   810   22.35  

  Conventional Natural Gas (4)   24   6.66  

Total Proved   45 286   10.59  

Proved Plus Probable          

  SCO   45 527   11.12  

  Bitumen   9 765   4.23  

  Light Crude & Medium Crude Oil (3)   6 872   25.86  

  Heavy Crude Oil   2 620   25.43  

  Conventional Natural Gas (4)   31   6.00  

Total Proved Plus Probable   64 815   9.56  

(1)
Figures may not add due to rounding.

(2)
Unit values are net present values of future net revenues before deducting estimated cash income taxes payable, discounted at 10%, divided by net reserves.

(3)
Light Crude & Medium Crude Oil includes associated byproducts, including solution gas and NGLs.

(4)
Natural gas includes associated byproducts, including oil and NGLs.

36   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Notes to Future Net Revenues Tables

In Situ Future Net Revenues

Future net revenues for In Situ properties reflect the flexibility of Suncor's operations, which allows production from these properties to be either upgraded to SCO or sold as non-upgraded bitumen. The proportion of upgraded production is based on estimated available upgrading capacity and can vary depending on pricing of the respective products, maintenance, fluctuations in production from mining and extraction operations, or changes in the company's overall Oil Sands development strategy.

In Situ future net revenues disclosed above include estimates of production volumes upgraded to SCO and the associated estimated future sales prices and upgrader operating and sustaining capital costs, based on estimates of upgrader capacity available for processing In Situ volumes. For total Proved Plus Probable reserves, approximately 49 to 52% of Firebag bitumen production is estimated to be upgraded to SCO from 2018 to 2033 and 100% thereafter. These assumptions have resulted in a $3.3 billion increase in the net present value of future net revenues (total Proved Plus Probable reserves, before tax, discounted at 10%) attributable to In Situ production relative to the scenario where none of the bitumen is upgraded.

Revenues and the natural gas fuel expense associated with excess power generated from cogeneration facilities at Firebag are included in future net revenues.

Forecast Prices and Costs

Crude oil, natural gas and other important benchmark reference pricing, as well as inflation and exchange rates utilized in the GLJ Reports and the Sproule Reports, were derived using averages of forecasts developed by GLJ, Sproule and McDaniel & Associates Consultants Ltd. dated January 1, 2018. Resultant forecasts are set out below. To the extent there are fixed or presently determinable future prices or costs to which Suncor is legally bound by contractual or other obligations to supply a physical product, including those for an extension period of a contract that is likely to be extended, those prices or costs have been incorporated into the forecast prices as applied to the pertinent properties. The forecast price and cost assumptions include increases in wellhead selling prices, take into account inflation with respect to future operating and capital costs, and assume the continuance of current laws and regulations. The inflation rates utilized in the forecasts were 0.7% in 2018 and 2.0% in 2019 and thereafter.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   37


Prices Impacting Reserves Tables (1)

Forecast   Brent
North Sea (2)
  WTI
Cushing
Oklahoma
  WCS
Hardisty
Alberta (3)
  Light
Sweet
Edmonton
Alberta (4)
  Pentanes
Plus
Edmonton
Alberta (5)
  AECO
Gas (6)
  B.C. Gas
Westcoast
Station 2 (7)
  National
Balancing
Point
North Sea (8)
 

Year   US$/bbl   US$/bbl   Cdn$/bbl   Cdn$/bbl   Cdn$/bbl   Cdn$/mmbtu   Cdn$/mmbtu   Cdn$/mmbtu  

2017 (9)   54.49   50.95   50.59   62.94   66.93   2.15   1.56   5.47  

2018   62.33   57.50   50.61   68.60   72.41   2.43   1.88   7.80  

2019   63.93   60.90   56.59   72.02   74.90   2.77   2.33   7.86  

2020   66.13   64.13   60.86   74.48   77.07   3.19   2.81   8.26  

2021   70.37   68.33   64.56   78.60   81.07   3.48   3.16   8.38  

2022   73.23   71.19   66.63   80.84   83.32   3.67   3.35   8.43  

2023   75.21   73.15   68.49   82.83   85.35   3.76   3.44   8.57  

2024   77.23   75.16   70.63   85.17   87.75   3.85   3.50   8.75  

2025   79.26   77.17   72.79   87.53   90.13   3.93   3.58   8.92  

2026   81.15   79.01   74.72   89.66   92.32   4.02   3.67   9.10  

2027   82.75   80.60   76.31   91.49   94.21   4.10   3.75   9.28  

2028   84.39   82.20   77.84   93.31   96.11   4.19   3.84   9.47  

2029   86.05   83.83   79.38   95.15   97.99   4.28   3.93   9.66  

2030   87.81   85.52   80.99   97.09   99.99   4.37   4.02   9.85  

2031   89.55   87.22   82.61   99.02   101.99   4.45   4.09   10.04  

2032   91.35   88.98   84.25   101.01   104.04   4.53   4.16   10.25  

2033+   +2.0%/yr   +2.0%/yr   +2.0%/yr   +2.0%/yr   +2.0%/yr   +2.0%/yr   +2.0%/yr   +2.0%/yr  

(1)
Benchmark forecast prices have been adjusted for quality differentials and transportation costs applicable to the specific evaluation areas and products.

(2)
Price used when determining offshore light crude and medium crude oil and heavy crude oil reserves for E&P Canada and North Sea reserves.

(3)
Price used when determining bitumen reserves presented as In Situ and Mining reserves, as well as for determining bitumen pricing for royalty calculation purposes.

(4)
Price used when determining SCO reserves presented as In Situ and Mining reserves.

(5)
Price used when determining the cost of diluent associated with bitumen reserves presented as In Situ and Mining reserves, as well as when accounting for diluent in determining bitumen pricing for royalty calculation purposes. A bitumen/diluent ratio of approximately two barrels of bitumen for one barrel of diluent was used. Price also used when determining NGLs reserves.

(6)
Price used when determining natural gas input costs for the production of SCO and bitumen reserves.

(7)
Price used when determining conventional natural gas reserves for E&P Canada areas.

(8)
Price used when determining conventional natural gas reserves presented as North Sea reserves.

(9)
Prices for 2017 reflect the company's historical weighted average prices.

Forecast Foreign Exchange Rates Impacting Forecast Prices

Forecast   US$/Cdn$
Exchange
Rate
  Cdn$/€
Exchange
Rate
  Cdn$/£
Exchange
Rate
 

Year              

2018   0.790   1.487   1.709  

2019   0.800   1.438   1.656  

2020   0.817   1.408   1.622  

2021   0.828   1.388   1.600  

2022   0.840   1.369   1.577  

2023+   0.843   1.364   1.571  

Disclosure of After-Tax Net Present Values of Future Net Revenues

Values presented in the table for Net Present Values of Future Net Revenues After Income Taxes reflect income tax burdens of assets at an individual asset level (for In Situ) or at a business area or legal entity level (for Mining, North Sea and E&P Canada) based on tax pools associated with that business area or legal entity. Suncor's actual corporate legal entity structure for income taxes and income tax planning has not been considered, and, therefore, the total value for income taxes presented in the total future net revenues table may not provide an estimate of the value at the corporate entity level, which may be significantly different. The 2017 audited Consolidated Financial Statements and the MD&A should be consulted for information on income taxes at the corporate entity level.

38   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Additional Information Relating to Reserves Data

Future Development Costs (1)
as at December 31, 2017
(forecast prices and costs)

($ millions)   2018   2019   2020   2021   2022   Remainder   Total   Discounted
At 10%
 

Proved                                  

  Mining   1 713   1 873   1 301   1 468   1 577   22 954   30 886   14 637  

  In Situ   542   903   786   1 118   554   18 065   21 968   8 485  

  E&P Canada   145   100   109   60   97   197   708   516  

Total Canada   2 400   2 875   2 197   2 647   2 227   41 216   53 562   23 639  

North Sea   8   6   12   6   6   48   86   57  

Total Proved   2 408   2 881   2 209   2 653   2 233   41 264   53 648   23 696  

Proved Plus Probable                                  

  Mining   1 833   2 042   1 443   1 622   1 735   32 858   41 534   17 150  

  In Situ   457   789   674   746   643   51 258   54 566   9 414  

  E&P Canada   560   510   403   301   287   1 061   3 121   2 157  

Total Canada   2 851   3 341   2 520   2 668   2 665   85 178   99 222   28 721  

North Sea   158   96   13   8   8   89   372   315  

Total Proved Plus Probable   3 008   3 437   2 533   2 676   2 673   85 267   99 593   29 036  

(1)
Figures may not add due to rounding.

Development costs include costs associated with both developed and undeveloped reserves. Significant development activities and costs for 2018 are expected to include:

Development activities at Fort Hills continue to focus on completion of remaining construction activities in secondary extraction, commissioning and start-up activities, and the safe and reliable ramp up to target production rates. Other Mining development activities include turnaround and major maintenance at Upgrader 1, construction of fluid management facilities for Oil Sands Base, and utilities sustainment, mining and tailings projects at Syncrude. Remaining development costs for Oil Sands Base and Syncrude relate to capital investments expected to maintain the production capacity of existing facilities, including, but not limited to, major maintenance, truck and shovel replacement, the replenishment of catalysts in hydrotreating units at the upgraders and improvements to utilities, roads and other facilities.

For both Firebag and MacKay River operations within In Situ, the drilling of new well pairs, as well as the design and construction of new well pads that are expected to maintain existing production levels in future years.

For E&P Canada, development drilling at Hibernia, White Rose, Terra Nova and Hebron.

For E&P International, development of the Norwegian Oda project, as well as development drilling at Buzzard and GEAD.

Future development costs disclosed above are associated with reserves as evaluated by GLJ and Sproule and are subject to change based on many factors, including economic conditions. Management currently believes that internally generated cash flows, existing and future credit facilities, issuing commercial paper and, if needed, the divestiture of non-core assets and accessing capital markets will be sufficient to fund future development costs. There can be no guarantee that funds will be available or that Suncor will allocate funding to develop all of the reserves attributed in the GLJ Reports and the Sproule Reports. Failure to develop those reserves would have a negative impact on future cash flow provided by operating activities.

Interest expense or other costs of external funding are not included in the reserves and future net revenues estimates and could reduce future net revenues to some degree depending upon the funding sources utilized. Suncor does not anticipate that interest expense or other funding costs on their own would make development of any property uneconomic.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   39



Abandonment and Reclamation Costs

The company completes an annual review of its consolidated abandonment and reclamation cost estimates. The estimates are based on the anticipated method and extent of restoration, consistent with legal requirements, technological advances and the possible future use of the site.

As at December 31, 2017, Suncor estimated its undiscounted, uninflated abandonment and reclamation costs for its upstream assets to be approximately $12.0 billion (discounted at 10%, approximately $2.9 billion) excluding Refining and Marketing liabilities ($0.2 billion, undiscounted and uninflated). Abandonment and reclamation costs are limited to current disturbances at December 31, 2017 for Suncor's assets, except for Syncrude which is estimated on a life of mine basis, where it is assumed that material from future disturbances will be required to settle the existing obligation at December 31, 2017. Suncor estimates that it will incur $1.4 billion of its identified abandonment and reclamation costs during the next three years (undiscounted: 2018 – $0.5 billion, 2019 – $0.5 billion, 2020 – $0.5 billion), more than 79% of which is associated with Oil Sands mining operations.

The abandonment and reclamation cost estimates included in the net present values of the company's Proved and Probable reserves include costs related to the reclamation of disturbed land from oil sands mining activities, future mining disturbances, the treatment of legacy oil sands tailings, the decommissioning of oil sands and natural gas processing facilities and well pads, existing and future reserve wells and associated service wells, disturbed lease sites, and future lease site disturbances. Approximately $30.5 billion (inflated and undiscounted) has been deducted as abandonment and reclamation costs in estimating the future net revenues from Proved Plus Probable reserves, including $27.3 billion related to the company's oil sands upgraders, extraction facilities, tailings ponds, subsurface wells and central processing facilities, which includes amounts related to current disturbances.

Gross Proved and Probable Undeveloped Reserves

The tables below outline the gross Proved and Probable Undeveloped reserves and represent undeveloped reserves additions resulting from acquisitions, discoveries, infill drilling, improved recovery and/or extensions in the year when the events first occurred.

40   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Gross Proved Undeveloped Reserves (1)
(forecast prices and costs)

    2015
  2016
  2017
   
 
 

    First
Attributed
  Total at
December 31
2015
  First
Attributed
  Total at
December 31
2016
  First
Attributed
  Total at
December 31
2017
 

SCO (mmbbls)                          

  Mining              

  In Situ     584     576     575  

Total SCO     584     576     575  

Bitumen (mmbbls)                          

  Mining   207   1 052     879   40   929  

  In Situ     741     694     675  

Total Bitumen   207   1 792     1 573   40   1 603  

Light Crude & Medium Crude Oil (mmbbls)                          

E&P Canada     22   1   19   1   13  

North Sea     10          

Other International (2)     51          

Total Light Crude & Medium Crude Oil     83   1   19   1   13  

Heavy Crude Oil (mmbbls)                          

E&P Canada     30     27     34  

North Sea              

Other International (2)              

Total Heavy Crude Oil     30     27     34  

Conventional Natural Gas (bcfe)                          

E&P Canada              

North Sea     1          

Other International (2)              

Total Conventional Natural Gas     1          

Total (mmboe)   207   2 488   1   2 195   41   2 226  

(1)
Figures may not add due to rounding.

(2)
Other International includes certain volumes for Libya that have been reclassified to contingent resources due to political unrest.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   41


Gross Probable Undeveloped Reserves (1)
(forecast prices and costs)

    2015
  2016
  2017
   
 
 

    First
Attributed
  Total at
December 31
2015
  First
Attributed
  Total at
December 31
2016
  First
Attributed
  Total at
December 31
2017
 

SCO (mmbbls)                          

  Mining     265   285   285     282  

  In Situ     1 207     1 118     1 167  

Total SCO     1 473   285   1 403     1 449  

Bitumen (mmbbls)                          

  Mining   107   542     577   25   581  

  In Situ     250     347     275  

Total Bitumen   107   791     924   25   856  

Light Crude & Medium Crude Oil (mmbbls)                          

E&P Canada   5   88   7   79   33   104  

North Sea     4   10   10   2   12  

Other International (2)     42          

Total Light Crude & Medium Crude Oil   5   133   17   89   34   116  

Heavy Crude Oil (mmbbls)                          

E&P Canada     82     84     73  

North Sea              

Other International (2)              

Total Heavy Crude Oil     82     84     73  

Conventional Natural Gas (bcfe) (3)                          

E&P Canada     2          

North Sea     1   3   3     3  

Other International (2)              

Total Conventional Natural Gas     3   3   3     3  

Total (mmboe)   112   2 479   303   2 500   59   2 494  

(1)
Figures may not add due to rounding.

(2)
Other International includes certain volumes for Libya that have been reclassified to contingent resources due to political unrest.

(3)
Includes immaterial amounts of NGLs (less than 0.03 mmbbls).

42   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Undeveloped In Situ reserves, which constitute approximately 56% of Suncor's gross Proved Undeveloped reserves and 58% of Suncor's gross Probable Undeveloped reserves have been assigned to reserves areas which are not classified as Developed Producing. Where supported by core hole wells, Proved Undeveloped reserves have been attributed to regions within 1.2 km from currently drilled or near-term planned production wells where AER approval is pending and, in the case of Firebag, also within 2.4 km from producing wells. Suncor has delineated In Situ reserves to a high degree of certainty through seismic data and core hole drilling, consistent with COGE Handbook guidelines. In most cases, Proved reserves have been drilled to a density of 16 wells per section, which is in excess of the eight wells per section required for regulatory approval. Further delineation is pursued through annual core hole drilling programs. Management uses integrated plans to forecast future Proved and Probable Undeveloped reserves development activity. These detailed plans align current production, processing and pipeline constraints (which, in the case of processing constraints, do not permit Suncor to develop all of its undeveloped In Situ reserves within two years), capital spending commitments and future development for the next 10 years, and are reviewed and updated annually for internal and external factors affecting planned activity. Development of undeveloped In Situ reserves is a function of processing capacity and the forecasts of the declining production from existing In Situ wells. When existing wells decline, Suncor commences development of the reserves and wells surrounding the declining areas. This will entail drilling replacement well pairs and constructing sustaining pads and may take several years. In Situ undeveloped reserves are related only to those sustaining pads and well pairs required for current producing or sanctioned projects. The economic viability of developing the sustaining pads and associated well pairs is tested to ensure that ongoing development is economic as required for reserves assessment. Sustaining pads are at various stages of development, from continuing core hole evaluation, to making pad regulatory application, to having obtained pad regulatory approval, to awaiting final internal approval. Final internal approvals are aligned with declining production from the existing In Situ wells.

Undeveloped Mining reserves constitute approximately 42% of Suncor's gross Proved Undeveloped reserves and 35% of Suncor's gross Probable Undeveloped reserves, and relate to the Fort Hills mining project and the Syncrude MLX-W mining areas, which are well-delineated by core hole drilling. At Fort Hills, the second and third trains of secondary extraction are being insulated and expected to start up in the first half of 2018, and will result in all Undeveloped reserves being reclassified to Developed. An application for regulatory approval has been submitted for the Syncrude MLX-W mining area.

Undeveloped conventional reserves (light crude oil and medium crude oil, heavy crude oil and natural gas) constitute approximately 2% of Suncor's gross Proved Undeveloped reserves and approximately 8% of Suncor's gross Probable Undeveloped reserves. Undeveloped conventional reserves primarily relate to the company's offshore assets at E&P Canada, mainly associated with future drilling at Hebron, and under-drilled or undrilled fault blocks related to areas in Hibernia, White Rose and Terra Nova. In developing undeveloped conventional reserves, Suncor considers existing facility capacity, capital allocation plans, and remaining reserve availability. Accordingly, in some cases, it will take longer than two years to develop all of the currently assigned undeveloped conventional reserves. Suncor plans to develop the majority of the conventional Proved Undeveloped reserves over the next five years and the majority of the conventional Probable Undeveloped reserves over the next seven years.

Properties with no Attributed Reserves

The following table is a summary of properties to which no reserves are attributed as at December 31, 2017. For lands in which Suncor holds interests in different formations under the same surface area pursuant to separate leases, the area has been counted for each lease.

Country   Gross
Hectares
  Net
Hectares
 

Canada   4 600 823   3 298 444  

Libya   3 117 800   1 422 900  

Syria   345 194   345 194  

Norway   458 936   228 661  

U.K.   110 530   33 194  

Australia (overriding royalty interest only)   113 027    

Total   8 746 310   5 328 393  

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   43


Suncor's unproved properties include exploration properties in a preliminary phase of evaluation, to discovery areas where tenure to the property is held indefinitely on the basis of hydrocarbon test results, but where economic development is not currently possible or has not yet been sanctioned. Certain properties may be in a relatively mature phase of evaluation, where a significant amount of development has occurred; however, reserves cannot be attributed due to one or more contingencies, such as project sanction, or, in the case of Libya and Syria, political unrest. In many cases where reserves are not attributed to lands containing one or more discovery wells, the key limiting factor is the lack of available production infrastructure. Each year, as part of the company's process to review the economic viability of its properties, some properties are selected for further development activities, while others are temporarily deferred, sold, swapped or relinquished back to the mineral rights owner. Refer to the Risk Factors section of this AIF for additional information on risks and uncertainties.

In 2018, Suncor's rights to 60,154 net hectares in Canada, 23,947 net hectares in Norway and 14,689 net hectares in the U.K. are scheduled to expire. The expiries include approximately 4,096 net hectares in In Situ and 15,438 net hectares in Mining. Substantial portions of expiring lands may have their tenure continued beyond 2018 through the conduct of work programs and/or the payment of prescribed fees to the rights owner.

Oil and Gas Properties and Wells

For descriptions of Suncor's important properties, plants, facilities and installations, refer to the Narrative Description of Suncor's Businesses section within this AIF.

The following table is a summary of oil and gas wells as at December 31, 2017.

    Oil Wells (1)
  Natural Gas Wells (1)

   
 
    Producing
  Non-Producing (2) (3)
  Producing
  Non-Producing (2) (3)
   
 
 
 
    Gross   Net   Gross   Net   Gross   Net   Gross   Net  

Alberta – In Situ (4)   321.0   321.0   88.0   88.0          

British Columbia           31.0   28.5   26.0   22.9  

Newfoundland and Labrador   75.0   18.7   6.0   1.9          

North Sea   40.0   11.5   9.0   2.7          

Other International (5)       419.0   211.1       6.0   6.0  

Total   436.0   351.2   522.0   303.7   31.0   28.5   32.0   28.9  

(1)
All oil and gas wells are onshore, other than Newfoundland and Labrador and the North Sea.

(2)
Non-producing wells include, but are not limited to, wells where there is no near-term plan for abandonment, wells where drilling has finished but the well has not been completed, wells requiring maintenance or workover where the resumption of production is not known, and wells that have been shut in and the date of resumption of production is not known with reasonable certainty.

(3)
Non-producing wells do not necessarily lead to classification of Non-Producing reserves.

(4)
SAGD well pairs are counted as one well. Wells where steam injection has commenced are classified as producing.

(5)
Other International includes wells associated with the company's operations in Syria and Libya. There are no reserves associated with wells in Syria or Libya.

There are no producing wells associated with Mining properties. Suncor has no Proved Developed Non-Producing reserves or Probable Developed Non-Producing reserves in its Mining reserves.

For In Situ properties, Proved Non-Producing reserves and Probable Non-Producing reserves are associated with wells that have been drilled within the last three years, which require further capital for completion and tie-in to facilities to bring the wells on-stream. Because this capital is small relative to the cost to drill, complete and tie in a well pair, the associated reserves are considered Developed.

44   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Costs Incurred

The table below summarizes the company's costs incurred related to its oil and gas activities for the year ended December 31, 2017.

($ millions)   Exploration
Costs
  Proved
Property
Acquisition
Costs
  Unproved
Property
Acquisition
Costs
  Development
Costs
  Total  

Canada – Mining and In Situ   19   335     4 505   4 859  

Canada – E&P Canada   24       531   555  

Total Canada   43   335     5 036   5 414  

North Sea   64       73   137  

Other International   9         9  

Total   116   335     5 109   5 560  

Exploration and Development Activities

The table below outlines the gross and net exploratory and development wells the company completed during the year ended December 31, 2017.

    Exploratory Wells (1)
  Development Wells
   
 
Total number of wells completed   Gross   Net   Gross   Net  

Canada – Oil Sands                  

  Oil       14.0   14.0  

  Service (2)   1.0   1.0   9.0   9.0  

  Stratigraphic Test (3)       574.0   363.9  

  Total   1.0   1.0   597.0   386.9  

Canada – E&P Canada                  

  Oil       9.0   2.0  

  Dry Hole   1.0   0.2   1.0   0.4  

  Natural Gas       1.0   1.0  

  Service (2)       3.0   0.6  

  Stratigraphic Test          

  Total   1.0   0.2   14.0   4.0  

North Sea                  

  Oil          

  Service (2)          

  Dry Hole          

  Stratigraphic Test          

  Total          

(1)
Exploratory wells for Oil Sands include activity related to technology pilot projects.

(2)
Service wells for Oil Sands include the injection well in a SAGD well pair, in addition to observation and disposal wells. Service wells for E&P Canada include water and gas injection wells, disposal wells, and cuttings reinjection wells.

(3)
Stratigraphic test wells for Oil Sands include core hole drilling wells.

Significant exploration and development activities in 2017 included:

For Mining, at Fort Hills, the mining and primary extraction assets began producing. As well, stratigraphic test well drilling programs and other survey work were conducted at Oil Sands Base, Fort Hills and Syncrude to provide additional information on areas the company expects to mine in the near term.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   45


For In Situ, the drilling of new well pairs and infill wells at Firebag and MacKay River that are expected to assist in maintaining production levels in future years, stratigraphic test well drilling programs at MacKay River, Meadow Creek, Firebag and Lewis to further delineate resources, and activity to start up pilot technology projects.

For E&P Canada, construction and drilling activities at Hebron, development drilling for White Rose, Hibernia and Terra Nova, as well as development work on the Norwegian Oda project.

For significant exploration and development activities expected to occur in 2018 and beyond, see Narrative Description of Suncor's Businesses and Future Development Costs herein.

46   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Production History (1)

2017   Q1   Q2   Q3   Q4   Year Ended    

Canada – Oil Sands                        

  Total production (mbbls/d)   590.6   413.6   628.4   621.2   563.7    

  Bitumen (mbbls/d)   115.7   64.0   144.9   121.9   111.7    

                         

  ($/bbl)                        

  Average price realized (2)   28.46   30.55   34.32   38.94   33.60    

  Royalties   (0.54 ) (0.69 ) (0.50 ) (1.02 ) (0.71 )  

  Production costs   (9.98 ) (14.05 ) (8.26 ) (7.61 ) (9.59 )  

  Netback (5)   17.94   15.81   25.56   30.31   23.30    

  SCO and diesel (mbbls/d)   332.8   288.6   324.4   324.9   317.7    

                         

  ($/bbl)                        

  Average price realized (2)   62.40   60.48   56.04   66.40   61.40    

  Royalties   (0.59 ) (1.19 ) (1.03 ) (1.14 ) (0.98 )  

  Production costs   (24.56 ) (28.29 ) (24.94 ) (26.61 ) (26.06 )  

  Netback (5)   37.22   31.00   30.07   38.65   34.36    

  Syncrude (mbbls/d)   142.1   61.0   159.1   174.4   134.3    

                         

  ($/bbl)                        

  Average price realized (2)   65.99   60.44   60.30   73.28   66.05    

  Royalties   (2.96 )   (3.18 ) (7.94 ) (4.32 )  

  Production costs   (39.70 ) (90.72 ) (31.48 ) (28.81 ) (39.46 )  

  Netback (5)   23.33   (30.28 ) 25.64   36.53   22.27    

Canada – Light Crude & Medium Crude Oil (3)                        

  Total production (mbbls/d)   58.1   53.9   41.4   54.1   51.8    

                         

  ($/bbl)                        

  Average price realized (2)   68.03   64.66   65.10   79.22   69.16    

  Royalties   (15.94 ) (14.05 ) (13.01 ) (13.21 ) (14.26 )  

  Production costs   (9.28 ) (10.58 ) (14.72 ) (11.16 ) (11.24 )  

  Netback (5)   42.81   40.03   37.37   54.85   43.66    

North Sea – Light Crude & Medium Crude Oil (4)                        

  Total production (mboe/d)   69.2   65.4   64.8   54.5   63.4    

                         

  ($/boe)                        

  Average price realized (2)   65.74   61.58   61.22   74.66   65.44    

  Royalties              

  Production costs   (3.75 ) (4.57 ) (4.51 ) (5.89 ) (4.62 )  

  Netback (5)   61.99   57.01   56.71   68.77   60.82    

(1)
Production and liftings in Libya were intermittent in 2017 and not material to Suncor, and therefore are not included.

(2)
Average price realized is net of transportation costs, and before royalties.

(3)
Volumes exclude natural gas and NGLs production from E&P Canada onshore properties, which is not considered material to Suncor.

(4)
Volumes include field production for associated gas and NGLs.

(5)
Netback is a non-GAAP financial measure. See the Advisories – Forward-Looking Information and Non-GAAP Financial Measures section of this AIF.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   47


The following table provides the production volumes (1) on a working-interest basis, before royalties for each of Suncor's important fields for the year ended December 31, 2017.

    SCO   Bitumen   Light &
Medium Oil
 
   
    mbbls/d   mbbls/d   mbbls/d  

Mining – Suncor   239.0      

Mining – Syncrude   134.3      

Firebag   78.8   80.6    

MacKay River     31.1    

Buzzard       43.8  

GEAD       19.6  

Hibernia       28.5  

White Rose       11.4  

Terra Nova       11.5  

Hebron       0.4  

Total   452.1   111.7   115.2  

(1)
Volumes shown are actual volumes and may differ from the estimated volumes shown in the Reconciliation of Gross Reserves Table.

Production Estimates

The table below outlines the production estimates for 2018 that are included in the estimates of gross Proved reserves and gross Probable reserves as at December 31, 2017. Total Proved production estimates include 219.5 mbbls/d of SCO from Suncor's mining operations (excluding Syncrude), which represents approximately 30% of total estimated production for 2018, 143.8 mbbls/d of SCO from Syncrude, which represents approximately 20% of total estimated production for 2018, and 173.5 mbbls/d of SCO and bitumen from Firebag, which represents approximately 24% of total estimated production for 2018. Total Proved plus Probable production estimates include 232.5 mbbls/d of SCO from Suncor's mining operations (excluding Syncrude), which represents approximately 30% of total estimated production for 2018, 154.3 mbbls/d of SCO from Syncrude, which represents approximately 20% of total estimated production for 2018, and 185.1 mbbls/d of SCO and bitumen from Firebag, which represents approximately 24% of total estimated production for 2018.

                         SCO
                       Bitumen
                       Light &
                     Medium Crude Oil
                       Conventional
                     Natural Gas
                       Total
 

 

 

                     (mbbls/d)

 

                     (mbbls/d)

 

                     (mbbls/d)

 

                     (mmcfe/d) (1)

 

                     (mmboe/d) (2)

 

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

 

Canada                                          

  Proved   442   430   196   188   42   34   10   9   682   653  

  Probable   28   27   14   11   15   14       57   52  

  Proved Plus Probable   470   457   210   199   57   48   10   9   739   705  

North Sea                                          

  Proved           43   43   5   5   44   44  

  Probable           3   3   1   1   4   4  

  Proved Plus Probable           47   47   6   6   48   48  

Total (1) (2)                                          

  Proved   442   430   196   188   85   77   14   14   726   697  

  Probable   28   27   14   11   19   17   1   1   61   56  

  Proved Plus Probable   470   457   210   199   104   94   16   15   787   753  

(1)
Conventional Natural Gas includes immaterial amounts of NGLs.

(2)
Figures may not add due to rounding.

48   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Work Commitments

The practice of governments requiring companies to pledge to carry out work commitments in exchange for the right to carry out exploration for and development of hydrocarbons is common, particularly in unexplored or lightly explored regions of the world. The following table shows the estimated values of work commitments Suncor has made in regard to the lands it holds as at December 31, 2017. These commitments run through 2020 and beyond, and are primarily for conducting seismic programs and drilling exploration wells.

Country/Area
($ millions)
  2018   2019   2020+   Total  

Canada     2   44   46  

Other International     113   337   450  

Forward Contracts

Suncor may use financial derivatives to manage its exposure to fluctuations in commodity prices; however, Suncor did not consider any financial derivative transactions to be material in 2017. A description of Suncor's use of such instruments is provided in the 2017 audited Consolidated Financial Statements and related MD&A for the year ended December 31, 2017.

Tax Horizon

In 2017, Suncor was subject to cash tax in the majority of the jurisdictions in which it generates earnings, including earnings related to its Canadian, North Sea and Other International production. Based on projected future net earnings, Suncor is expected to be cash taxable on the majority of its Canadian earnings in 2018.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   49


INDUSTRY CONDITIONS

The oil and natural gas industry is subject to extensive controls and regulations governing its operations. These regulations are imposed by legislation enacted by various levels of government and, with respect to export and taxation of oil and natural gas, by agreements among the governments of Canada, Ontario, Quebec, Alberta, British Columbia, and Newfoundland and Labrador, as well as the governments of the United States and other foreign jurisdictions in which Suncor operates, all of which should be carefully considered by investors in the oil and gas industry. Current legislation is a matter of public record. All governments have the ability to change legislation, and the company is unable to predict what additional legislation or amendments may be enacted. Suncor may engage in the discussion on proposed changes to ensure Suncor's interests are recognized. The following discussion outlines some of the principal aspects of legislation, regulations and agreements governing Suncor's operations.

Pricing, Marketing and Exporting Crude Oil

The producers of oil are entitled to negotiate sales and purchase agreements directly with oil purchasers. Most agreements are linked to global oil prices. In Canada, oil exporters are also entitled to enter into export contracts. If the term of an export contract exceeds one year for light and medium crude oil or exceeds two years for oil other than heavy crude oil (in either case, to a maximum of 25 years), the exporter is required to obtain an export licence from the National Energy Board (NEB). If the term of an export contract does not exceed one year for oil other than heavy crude oil or does not exceed two years for heavy crude oil, the exporter is required to obtain an order from the NEB approving such export.

The NEB has proposed amendments to the current regulations governing the issuance of export licences and orders, intended to reflect changes to the National Energy Board Act set out in the federal Jobs, Growth and Long-Term Prosperity Act , which received Royal Assent on June 29, 2012. In the transition period, the NEB has issued, and is currently requiring applicants to follow, the Interim Memorandum of Guidance concerning Oil and Gas Export Applications and Gas Import Applications under Part VI of the National Energy Board Act .

In February 2018, the federal government issued Bill C-69, An Act to enact the Impact Assessment Act and the Canadian Energy Regulator Act, to amend the Navigation Protection Act and to make consequential amendments to other Acts (Bill C-69), which among other things, proposes changes to the NEB regime. The changes proposed in Bill C-69, if and when adopted into law, do not materially alter the current requirements around oil exports. However, at this stage, it is not certain whether or when the federal government might issue new or revised regulations that might impact the oil export regime currently in place.

Under the North American Free Trade Agreement (NAFTA), Canada continues to remain free to determine whether exports of energy resources to the United States or Mexico will be allowed, subject to certain conditions, and provided that any export restrictions do not (i) reduce the proportion of energy resources exported relative to the total supply of goods of the party maintaining the restriction as compared to the proportion prevailing in the most recent 36-month period; (ii) impose an export price higher than the domestic price (subject to an exception with respect to certain measures which only restrict the volume of exports); and (iii) disrupt normal channels of supply. All three countries are prohibited from imposing minimum or maximum export or import price requirements.

NAFTA requires energy regulators to ensure the orderly and equitable implementation of any regulatory changes and to ensure that the application of those changes will cause minimal disruption to contractual arrangements and avoid undue interference with pricing, marketing and distribution arrangements, all of which are important for Canadian oil and natural gas exports.

As the current U.S. administration has indicated its intention to renegotiate or withdraw from NAFTA, and renegotiation talks between Canada, the United States and Mexico remain ongoing, at this time, Suncor is unable to predict whether such renegotiation will ultimately result in an amendment to NAFTA (or a potential termination of NAFTA in the event negotiations are unsuccessful) and, if so, what impact it may have.

Internationally, prices for crude oil and natural gas fluctuate in response to changes in the supply of and demand for crude oil and natural gas, market uncertainty and a variety of other factors beyond Suncor's control. These factors include, but are not limited to, the actions of OPEC and other large oil and natural gas producing countries, world economic conditions, government regulation, political developments, the foreign supply of oil, the price of foreign imports, the availability of alternate fuel sources, and weather conditions.

Royalties, Incentives and Income Taxes

Canada

The royalty regime is a significant factor in the profitability of SCO, bitumen, crude oil, NGLs and natural gas production. Royalties on production from lands other than Crown lands are determined by negotiations between the mineral freehold owner and the lessee, although production from such lands may be subject to certain provincial taxes. Crown royalties are determined by governmental regulation or by agreement with governments in certain circumstances, which

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are subject to change as a result of numerous factors, including political considerations, and are generally calculated as a percentage of revenues received from the value of the gross production. The royalty rate generally depends in part on prescribed reference prices, well productivity, geographical location, field discovery date, method of recovery, depth of well, and the type or quality of the petroleum product produced. Other royalties and royalty-like interests are, from time to time, carved out of the owner's working interest through non-public transactions. These are often referred to as overriding royalties, gross overriding royalties, net profits interests or net carried interests.

For a discussion of the royalties in Alberta and Newfoundland and Labrador, refer to the Narrative Description of Suncor's Businesses section of this AIF.

The Canadian federal corporate income tax rate levied on taxable income for 2017 was 15% for active business income, including resource income. The average provincial income tax rate for Suncor in 2017 was 12.01%.

Other Jurisdictions

Operations in the U.S. have been subject to the U.S. federal tax rate of 35% and various state-level taxes, primarily 4.63% in Colorado. Effective January 1, 2018, the federal tax rate has decreased to 21%, and the effective rate for state taxes is approximately 2.5%, resulting in a total U.S. income tax rate of approximately 23.5%.

Operations in the U.K. are subject to a tax rate of 40%, made up of the corporate income tax rate and the supplemental charge. In Norway, Suncor earns refundable tax credits related to eligible exploration spending at a rate of 78%.

Amounts presented in Suncor's 2017 audited Consolidated Financial Statements as royalties for production from the company's Libya operations are determined pursuant to EPSAs. The amounts calculated reflect the difference between Suncor's working interest in the particular project and the net revenue attributable to Suncor under the terms of the respective EPSAs. All government interests in these operations, except for income taxes, are presented as royalties.

Under the company's EPSAs in Libya, the NOC remits taxes on Suncor's behalf. Until tax clearance certificates from tax authorities are received, Suncor records both an income tax payable to the taxation authority and an offsetting receivable from the NOC.

Land Tenure

In Canada, crude oil and natural gas located in the western provinces are owned predominantly by the respective provincial governments. Provincial governments grant rights to explore for and produce oil and natural gas pursuant to leases, licences and permits for varying terms, and on conditions set forth in provincial legislation, including requirements to perform specific work or make payments. Oil and natural gas located in such provinces can also be privately owned, and rights to explore for and produce such oil and natural gas are granted by lease on such terms and conditions as negotiated. In frontier and offshore areas of Canada, the mineral rights are primarily owned by the Canadian federal government, which, either directly or through shared jurisdiction agreements with the relevant provincial authorities, grants tenure in the form of exploration, significant discovery and production licences.

In many other international jurisdictions, crude oil and natural gas are most commonly owned by national governments that grant rights in the form of exploration licences and permits, production licences, PSCs and other similar forms of tenure. In all cases, Suncor's right to explore, develop and produce crude oil and natural gas is subject to ongoing compliance with the regulatory requirements established by the relevant country.

Environmental Regulation

The company is subject to environmental regulation under a variety of Canadian, U.S., U.K. and other foreign, federal, provincial, territorial, state and municipal laws and regulations. These regulatory regimes are laws of general application. Among other things, they provide for restrictions and prohibitions on the spill, release or emission of various substances produced in association with production that apply to Suncor and other companies in the energy industry. The regulatory regimes require Suncor to obtain operating licences and permits in order to operate, and impose certain standards and controls on activities relating to mining, oil and gas exploration, development and production, and the refining, distribution and marketing of petroleum products and petrochemicals. Environmental assessments and regulatory approvals are generally required before initiating most new major projects or undertaking significant changes to existing operations. In addition, this legislation requires that the company abandon and reclaim mine, well and facility sites to the satisfaction of regulatory authorities and, in some cases, this burden may remain with the company even after disposition of an asset to a third party. Compliance with such legislation can require significant expenditures, and a breach of these requirements may result in suspension or revocation of necessary licences and authorizations, civil liability for pollution damage, and the imposition of material fines and penalties. In addition to these specific, known requirements, Suncor expects future changes to environmental laws, including additional legislation for air pollution and GHG emissions, that will impose further requirements on companies operating in the energy industry.

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A number of environmentally related statutes, regulations and frameworks are under development or have been issued by various provincial regulators that oversee oil sands development. These statutes, regulations and frameworks relate to such issues as tailings management, water use, biodiversity, air emissions and land use. The company is committed to working with the appropriate regulatory bodies as they develop new policies, and to fully complying with all existing and new statutes, regulations and frameworks as they apply to the company's operations.

In general, there remains uncertainty around the outcomes and impacts of environmental laws and regulations, including laws and regulations relating to climate change, whether currently in force or enacted in the future. It is not currently possible to predict the nature of any future requirements, including those currently set out in Bill C-69, or the impact the future requirements will have on the company and its business, financial condition and results of operations. Suncor continues to actively work to mitigate the company's environmental impact, including taking action to reduce GHG emissions intensity, investing in renewable forms of energy such as wind power and biofuels, continuing land reclamation activities, installing new emissions abatement equipment, investing in research and development, and working to advance other environmental technologies. Refer to the Narrative Description of Suncor's Businesses – Oil Sands – New Technology section of this AIF.

Recent environmental regulation and initiatives have had an impact on many areas important to Suncor's operations, some of which are summarized in the following subsections.

Climate Change

Suncor operates in many jurisdictions that regulate, or have proposed to regulate, industrial GHG emissions. Suncor is committed to fully complying with existing regulations and will continue to constructively engage the appropriate governmental bodies in meaningful dialogue to harmonize regulations focused on achieving actual reduction goals and sustainable resource development across jurisdictions within North America.

As part of its ongoing business planning, Suncor assesses future costs associated with CO 2 emissions in its operations and the evaluation of future projects, based on the company's outlook for the carbon price under current and pending GHG regulations, using a price range of $30 to $65/tonne of CO 2e as a base case, applied against a range of policy design options. The company expects that GHG emissions regulation will continue to evolve with a carbon price signal that balances economic, environmental and energy security objectives. Suncor will continue to review the impact of future carbon-constrained scenarios on its business strategy.

Some of the recent environmental regulations and initiatives related to climate change and GHG emissions are described below.

International Climate Change Agreements

The global goal of the Paris Agreement on climate change, which came into force on November 4, 2016, is to hold global warming to "well below 2 degrees Celsius" and to pursue efforts to limit the temperature increase to 1.5 degrees Celsius above pre-industrial levels. Pursuant to the Paris Agreement, the Government of Canada set a goal to reduce GHG emissions economy-wide by 30% below 2005 levels by 2030.

Canadian Federal GHG Regulations

In furtherance of its commitments under the Paris Agreement, the federal government developed the Pan-Canadian – Framework on Clean Growth and Climate Change (PCF) in 2016 together with provincial (except Manitoba and Saskatchewan) and territorial leaders and in consultation with Canada's Indigenous Peoples to meet Canada's emissions target while enabling economic growth.

Under the PCF, the federal government will require all jurisdictions to have a carbon price, starting at $10 per tonne in 2018 and rising by $10 per year to $50 per tonne in 2022. Jurisdictions can implement: (i) an explicit price-based system (such as the carbon tax adopted by British Columbia or the carbon levy and performance-based emissions system adopted in Alberta), or (ii) a cap-and-trade system (which has been adopted in Ontario and Quebec). Within these programs, provinces have discretion to manage competitiveness of their trade-exposed industries. The carbon pricing initiatives adopted in British Columbia, Alberta, Ontario and Quebec and their impact on Suncor are described in the Canadian Provincial GHG Regulations section below.

In early 2018, the federal government released its legislative proposal for the federal carbon pricing system, entitled the Greenhouse Gas Pollution Pricing Act (GGPPA). The GGPPA reinforces the approach taken in the PCF and is only intended to serve as a regulatory backstop in the event a province or territory does not otherwise implement an adequate provincial or territorial GHG regime.

To complement carbon pricing, a Clean Fuel Standard with the objective of achieving annual reductions of 30 Mt of GHG emissions by 2030 is being developed by the federal government. The standard would require reductions in the carbon footprint of the fuels supplied in Canada, based on life cycle analysis. The approach will not differentiate between crude oil types produced in or imported into Canada. This standard is expected to apply to a broad suite of fuels used in transportation, industry, homes and buildings; however, as the standard is currently under development with regulations not anticipated to be enacted

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until mid-2019, the company is unable to predict the impact it will have.

Canadian Provincial GHG Regulations

In 2007, the Government of Alberta enacted the Specified Gas Emitters Regulation (SGER), which applies to facilities in Alberta with CO 2e emissions in excess of 100,000 tonnes per year. Suncor's Oil Sands Base plant, MacKay River plant, Firebag operations, the Edmonton refinery and Syncrude are currently subject to the SGER. For the 2016 compliance year, Suncor earned a compliance credit under the SGER of $2.8 million in respect of its owned and operated properties. For the 2017 compliance year, Suncor estimates a compliance cost for all of Suncor's owned and operated assets of $12.9 million. The change year-over-year in compliance costs is due to a combination of the increase in the carbon price from $20/tonne in 2016 to $30/tonne in 2017 and a corresponding requirement for facilities in Alberta to further reduce emissions from a 15% reduction in 2016 to a 20% reduction in 2017. Fort Hills is deemed to be a 'new facility' and is exempt from compliance payments under SGER. The 2017 estimated compliance cost for Syncrude is $31.5 million, net to Suncor.

On January 1, 2018, the SGER was replaced with the Carbon Competitiveness Incentive Regulation (CCIR), with a three-year phase-in period. Similar to the SGER, the CCIR applies to facilities emitting more than 100,000 tonnes per annum. The CCIR is designed to incent CCIR facilities to reduce GHG emissions through improving performance by establishing product-based performance standards (also called output-based allocations) across all industries. To protect the competitiveness of trade-exposed sectors like the oil sands, the CCIR provides facilities with output-based allocation credits up to a predetermined performance benchmark. Performance benchmarks have been set for each of oil sands mining, in situ and refining operations. Facilities will pay a carbon levy based on the amount of net emissions by which they fall short of the performance benchmark and companies will receive credits based on the amount of reductions by which they exceed the benchmark. The 2018 carbon levy will remain at $30/tonne. For 2018, the estimated compliance cost for all of Suncor's owned and operated Alberta assets is $24.0 million. Emissions associated with the anticipated ramp up of Fort Hills in 2018 will remain exempt as a "new facility" under the CCIR. The 2018 estimated compliance cost for Syncrude is $24.1 million, net to Suncor.

Effective as of January 1, 2017, Alberta enacted the Climate Leadership Implementation Act (Climate Act). The Climate Act implements an economy-wide carbon levy on GHG emissions resulting from the combustion of fuels for heating and transportation on consumers and larger facilities on operations not otherwise subject to the SGER (and as of January 1, 2018, the CCIR).

Further, the Alberta Oil Sands Emissions Limit Act (the OSELA) sets a limit of 100 Mt/year in the oil sands sector, excluding emissions from cogeneration and new upgrading capacity, allowing for continued growth and development while the sector works to accelerate emissions reduction technologies and operational optimization. Current oil sands emissions are estimated to be 70 Mt/year, including existing upgrading capacity, but excluding cogenerated electricity sold to the grid. The mechanics of implementation and enforcement of the OSELA are currently under review by the Government of Alberta and it is not yet possible to predict the impact on Suncor.

The Province of British Columbia enacted a carbon tax in 2008. The tax is currently capped at $30/tonne of CO 2e until April 2018 when it will rise annually by $5/tonne. The carbon tax is applied on consumption. The purchaser or user of fuels pays the carbon tax, which is collected by Suncor and forwarded on to the government.

Quebec and Ontario regulate carbon through cap-and-trade systems that are linked to the Western Climate Initiative (WCI), an organization set up to help member states and provinces execute their cap-and-trade systems. Allowances and offsets are fungible across the WCI. In Quebec, emitters are required to either reduce their emissions or purchase eligible compliance mechanisms to cover their emissions above a specified cap. The cap and the allocation of free allowances are established by the Province. Suncor's Montreal refinery became subject to Quebec's cap-and-trade system for both its refinery GHG emissions and for emissions from transportation fuels effective January 1, 2015. For the 2016 and 2017 compliance years, the cost of compliance for the Montreal refinery was $0.1 million and $0.3 million, respectively. The 2018 forecast compliance cost attributed to the Montreal refinery's stationary emissions is $2 million. The majority of the compliance costs covering the emissions from transportation fuels are passed through to the customer. In 2017, Ontario facilities, including Suncor's Sarnia refinery, that generate more than 25,000 tonnes of GHG emissions per year are required to participate in the cap-and-trade program. For the 2017 compliance year, the cost of compliance for the Sarnia refinery was $0.1 million. In 2018, Suncor forecasts a compliance credit of $0.1 million related to facilities emissions. Similar to Quebec, costs attributed to emissions from transportation fuels are passed through to the customer.

The Government of Newfoundland and Labrador's Management of Greenhouse Gas Act (MGGA) requires facilities that emit 15,000 tonnes of CO 2e or more per annum to report their emissions. The underlying purpose of the reporting requirement is for the government to develop appropriate reduction targets to reduce provincial emissions. Large industrial emitters, which include the offshore petroleum sector, account for approximately 43% of the

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province's current emissions. Newfoundland and Labrador's emissions reduction regulation is being modelled after Alberta's SGER. Similar to the Alberta SGER, the MGGA also contemplates the establishment of a fund for clean technology, through compliance payments made by industrial emitters. This is expected to support technology and innovation as well as provide flexible compliance options and protect the competitiveness of energy-intensive trade-exposed sectors. A 2018 forecast is unavailable pending the Government of Newfoundland and Labrador finalizing the policy.

U.S. GHG Regulations

The U.S. Environmental Protection Agency (U.S. EPA) has established a rule mandating that all large facilities (defined as facilities emitting greater than 25,000 tonnes of CO 2e per year, which includes Suncor's refinery in Commerce City, Colorado) must report their GHG emissions. The mandate of the U.S. EPA is under review by the current administration. In June 2017, the withdrawal of the U.S. from the Paris Agreement was announced. The current administration, in favour of energy and pipeline development, has also overturned a number of decisions made by the previous administration. Suncor continues to monitor these developments. The outcome of these changes in approach to GHG emissions is currently unclear and the impact on Suncor, including its Commerce City, Colorado refinery, is unknown at this time.

International Regulations

The European Union Emissions Trading Scheme (EU ETS) applies to Suncor's non-operated offshore assets in the U.K. and Norway sectors of the North Sea. The EU ETS requires that member countries set emissions limits for installations in their country covered by the scheme and assigns such installations an emissions cap. Installations may meet their cap by reducing emissions or by buying allowances from other participants. Phase III of EU ETS includes a transition from free allocation to auctioning allowances.

Land Use

In 2012, the Government of Alberta approved the Lower Athabasca Regional Plan (LARP). The LARP addresses land-use management in the Lower Athabasca region of Alberta, which includes leases in Suncor's Oil Sands operations. The LARP, developed as part of the Land-Use Framework under the Alberta Land Stewardship Act , is part of Alberta's approach to managing land and natural resources to achieve long-term economic, environmental and social goals, and identifies new conservation areas as well as management frameworks to ensure the continued regional quality of air, surface water and groundwater. The conservation areas do not overlap with any of Suncor's leases. The management frameworks formalize a number of regulatory tools used by the government to manage environmental aspects of oil sands development, including the use of environmental cumulative effects management on a regional scale, and may require Suncor to have greater participation in the overall evaluation of environmental issues and emissions in the Lower Athabasca region. The frameworks include the following:

Air Quality Management Framework (AQF). The AQF is designed to maintain flexibility and to manage cumulative effects of development on air quality within the region, setting triggers and limits for nitrogen dioxide (NO 2 ) and sulphur dioxide (SO 2 ). The AQF includes ambient air quality triggers and limits. Regulatory actions will occur when triggers or limits are reached or exceeded.

Surface Water Quality Management Framework (SWF-Quality). The SWF-Quality provides a basis with which to monitor and manage long-term, cumulative changes in water quality within the Lower Athabasca River. The SWF-Quality includes quality limits and triggers for various indicators, based on existing Alberta, Canadian Council of Ministers of the Environment, Health Canada and U.S. EPA guidelines. Regulatory actions will occur when triggers or limits are reached or exceeded.

Groundwater Management Framework (GMF). The GMF aims to manage non-saline groundwater resources in a sustainable manner and protect resources from contamination and over use. It aims to ensure timely detection of key changes to indicators and describes the management response that will be initiated if triggers or limits, including site-specific measures, are reached or exceeded.

Surface Water Quantity Management Framework (SWF-Quantity). The SWF-Quantity establishes weekly management triggers and water withdrawal limits that enable proactive management of mineable oil sands water used from the Athabasca River. Weekly water withdrawal limits reflect seasonal variability and may become more restrictive as flows in the river change. Suncor and Syncrude have voluntarily agreed to minimize water withdrawals for pre-existing plant operations to half of the maximum allowable withdrawal limit, from 4 m 3 /s to 2 m 3 /s, during periods of low flow for the Athabasca River. The Fort Hills mining project has on-site water storage to meet the SWF-Quantity requirements during low flow.

Tailings Management Framework for Mineable Athabasca Oil Sands (TMF). The TMF provides oil sands miners with direction regarding the management of fluid tailings volumes during and after mine operation in order to manage and mitigate liability and environmental risk resulting from the accumulation of

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    fluid tailings on the landscape. It is anticipated that the TMF will result in technological innovations in tailings management and reduce the overall volumes of fluid fine tailings associated with oil sands mining and extraction. The implementation of the TMF has occurred through the enactment of the Tailings Directive, an updated version of which was finalized in October 2017. The Tailings Directive uses fluid tailings volume triggers and a limit, as well as management actions such as a compliance levy and financial bonds through the Mine Financial Security Program (MFSP), to support the overarching policy objective of minimizing fluid tailings accumulation while balancing environmental, social and economic needs. The amount of any financial management actions, including compliance levies, and financial bonds through the MFSP have yet to be set. As such, at this time it is not possible to predict what impact those amounts could have on Suncor.

    Suncor is committed to reclaiming and remediating lands affected by its operations. In the past few years, Suncor has improved its tailings management efforts and became the first company to reclaim an oil sands tailings pond, convert a second to a fluid tailings treatment area, and make another pond trafficable with coke capping. Under the TMF, updated tailings management plans are required to be submitted for the Oil Sands Base, Syncrude and Fort Hills facilities. The updated tailings management plan for Oil Sands Base was approved in October 2017, and the updated tailings management plan for Syncrude is pending approval by the AER. The updated tailings management plan for Fort Hills is expected to be submitted in 2018. The updated tailings management plan approved for Oil Sands Base, the plan submitted for Syncrude and the plan to be submitted for Fort Hills align with the company's principles on mine, tailings and reclamation to: (i) establish outcomes that consider and incorporate the interests of Aboriginal communities and other stakeholders; (ii) establish stable closure landscapes integrated into the regional ecosystem; (iii) facilitate progressive reclamation by integrating mine, tailings and reclamation planning to ensure land is reclaimed permanently as early as practicable; (iv) manage life cycle costs and net environmental impacts; and (v) recognize the importance of flexibility and choices in order to incorporate innovations throughout the mine life.

    Another important component identified in the TMF is a need to focus on integrated water management as Suncor reclaims and liberates water from tailings. By fully considering all water management options (reduce, reuse, recycle and return) and existing policy and regulatory mechanisms, there may be additional criteria, guidelines and/or policy work required to support all aspects of an integrated approach involving successful reclamation and closure planning.

Reclamation

The Government of Alberta's MFSP accounts for the environmental liability associated with the suspension, abandonment, remediation and surface reclamation of oil sands mines and plant sites. The MFSP requires a base amount of security for each project, which Suncor has provided in the form of letters of credit, and which would provide the funds necessary to reclaim the site to a care and custody state. Suncor is in compliance with the MFSP. Additional security may be required under other conditions, such as failure to meet current reclamation plans, or when the estimated remaining production life of the mine reaches certain levels; however, Suncor has not been required to provide any additional security to date. The MFSP has been designed by the Government of Alberta to include a periodic review of the program to ensure it is functioning properly and provides early warning of any potential risks of a tailings management action, specific to the TMF. It is expected that revisions to the MFSP will be completed in 2018.

Joint Canada-Alberta Implementation Plan for Oil Sands Monitoring

In 2012, Canada and Alberta adopted the Joint Canada-Alberta Implementation Plan for Oil Sands Monitoring (Monitoring Plan). The intent of the Monitoring Plan is to provide scientifically rigorous, comprehensive, integrated and transparent environmental monitoring, including an improved understanding of the cumulative environmental impact of oil sands development. The total costs to the oil sands industry of enhanced monitoring under the Monitoring Plan have been estimated at approximately $50 million per year. The annual costs to Suncor under the Monitoring Plan are estimated to be approximately $10 million and the annual costs to Syncrude are estimated to be approximately $5.2 million (gross).

Industry Collaboration Initiatives

Environmentally focused collaboration between companies and stakeholders is an important focus for the oil sands industry. Suncor is a founding member of Canada's Oil Sands Innovation Alliance (COSIA) and is committed to collaborative action to accelerate improvements in environmental performance, including tailings, water, land and GHG emissions. COSIA works with other collaborative networks to share knowledge and expertise about new technologies and innovation related to environmental performance.

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RISK FACTORS

Suncor is committed to a proactive program of enterprise risk management intended to enable decision-making through consistent identification and assessment of risks inherent to its assets, activities and operations. Some of these risks are common to operations in the oil and gas industry as a whole, while some are unique to Suncor.

Volatility of Commodity Prices

Suncor's financial performance is closely linked to prices for crude oil in the company's upstream business and prices for refined petroleum products in the company's downstream business and, to a lesser extent, to natural gas prices in the company's upstream business where natural gas is both an input and output of production processes. The prices for all of these commodities can be influenced by global and regional supply and demand factors, which are factors that are beyond the company's control and can result in a high degree of price volatility.

Crude oil prices are also affected by, among other things, global economic health and global economic growth (particularly in emerging markets), pipeline constraints, regional and international supply and demand imbalances, political developments, compliance or non-compliance with quotas agreed upon by OPEC members and other countries, decisions by OPEC not to impose quotas on its members, access to markets for crude oil, and weather. These factors impact the various types of crude oil and refined products differently and can impact differentials between light and heavy grades of crude oil (including blended bitumen), and between conventional oil and SCO.

Refined petroleum product prices and refining margins are also affected by, among other things, crude oil prices, the availability of crude oil and other feedstock, levels of refined product inventories, regional refinery availability, marketplace competitiveness, and other local market factors. Natural gas prices in North America are affected by, among other things, supply and demand, and by prices for alternative energy sources. Decreases in product margins or increases in natural gas prices could have a material adverse effect on Suncor's business, financial condition and reserves.

In addition, oil and natural gas producers in North America, and particularly in Canada, may receive discounted prices for their production relative to certain international prices, due in part to constraints on the ability to transport and sell such products to international markets. A failure to resolve such constraints may result in continued discounted or reduced commodity prices realized by oil and natural gas producers such as Suncor. Suncor's production from Oil Sands includes significant quantities of bitumen and SCO that may trade at a discount to light and medium crude oil. Bitumen and SCO are typically more expensive to produce and process. In addition, the market prices for these products may differ from the established market indices for light and medium grades of crude oil. As a result, the price received for bitumen and SCO may differ from the benchmark they are priced against. Future quality differentials are uncertain and unfavourable differentials could have a material adverse effect on Suncor's business, financial condition and reserves.

Beginning in the latter half of 2014, world oil prices declined significantly. While oil prices have moderately recovered from the low prices that were experienced during that time, due in part to quotas agreed upon by OPEC and certain non-OPEC countries, there can be no assurances that this price recovery will continue or can be sustained. Failure by OPEC and these non-OPEC countries to establish new quotas, or to meet or maintain agreed upon quotas, or increases in supply from other countries (including Canada and the U.S.), in addition to the other factors discussed above, could cause world oil prices to decrease and such decrease could be significant and also lead to greater price volatility. A prolonged period of low and/or volatile commodity prices, particularly for crude oil, could have a material adverse effect on Suncor's business, financial condition and reserves, and may also lead to the impairment of assets, or the cancellation or deferral of Suncor's growth projects.

Major Operational Incidents (Safety, Environmental and Reliability)

Each of Suncor's primary operating businesses – Oil Sands, E&P, and Refining and Marketing – requires significant levels of investment in the design, operation and maintenance of facilities, and carries the additional economic risk associated with operating reliably or enduring a protracted operational outage.

The company's businesses also carry the risks associated with environmental and safety performance, which is closely scrutinized by governments, the public and the media, and could result in a suspension of or inability to obtain regulatory approvals and permits, or, in the case of a major environmental or safety incident, fines, civil suits or criminal charges against the company.

In general, Suncor's operations are subject to operational hazards and risks such as, among others, fires (including forest fires), explosions, blow-outs, power outages, severe winter climate conditions, prolonged periods of extreme cold or extreme heat, flooding, droughts and other extreme weather conditions, railcar incidents or derailments, the migration of harmful substances such as oil spills, gaseous leaks or a release of tailings into water systems, pollution and other environmental risks, and accidents, any of which can interrupt operations or cause personal injury or death, or damage to property, equipment, the environment, and information technology systems and related data and control systems.

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The reliable operation of production and processing facilities at planned levels and Suncor's ability to produce higher value products can also be impacted by, among other things, failure to follow operating procedures or operate within established operating parameters, equipment failure through inadequate maintenance, unanticipated erosion or corrosion of facilities, manufacturing and engineering flaws, and labour shortage or interruption. The company is also subject to operational risks such as sabotage, terrorism, trespass, theft and malicious software or network attacks.

In addition to the foregoing factors that affect Suncor's business generally, each business unit is susceptible to additional risks due to the nature of its business, including, among others, the following:

Suncor's Oil Sands business is susceptible to loss of production, slowdowns, shutdowns or restrictions on its ability to produce higher value products, due to the failure of any one or more interdependent component systems, and other risks inherent to oil sands operations;

For Suncor's E&P businesses, there are risks and uncertainties associated with drilling for oil and natural gas, the operation and development of such properties and wells (including encountering unexpected formations, pressures, or the presence of hydrogen sulphide), premature declines of reservoirs, sour gas releases, uncontrollable flows of crude oil, natural gas or well fluids and other accidents;

E&P offshore operations occur in areas subject to hurricanes and other extreme weather conditions, such as winter storms, pack ice, icebergs and fog. The occurrence of any of these events could result in production shut-ins, the suspension of drilling operations, damage to or destruction of the equipment involved and injury or death of rig personnel. Suncor's offshore operations could also be affected by the actions of Suncor's contractors, joint venture operators and agents that could result in similar catastrophic events at their facilities, or could be indirectly affected by catastrophic events occurring at other third-party offshore operations. In either case, this could give rise to liability, damage to the company's equipment, harm to individuals, force a shutdown of facilities or operations, or result in a shortage of appropriate equipment or specialists required to perform planned operations; and

Suncor's Refining and Marketing operations are subject to all of the risks normally inherent in the operation of refineries, terminals, pipelines and other distribution facilities and service stations, including, among others, loss of production, slowdowns or shutdowns due to equipment failures, unavailability of feedstock, price and quality of feedstock or other incidents.

Although the company maintains a risk management program, which includes an insurance component, such insurance may not provide adequate coverage in all circumstances, nor are all such risks insurable. It is possible that the company's insurance coverage will not be sufficient to address the costs arising out of the allocation of liabilities and risk of loss arising from Suncor operations.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations. Refer also to Statement of Reserves Data and Other Oil and Gas Information – Significant Risk Factors and Uncertainties Affecting Reserves.

Government/Regulatory Policy and Effectiveness

Suncor's businesses operate under federal, provincial, territorial, state and municipal laws in numerous countries. The company, including its joint arrangements, is also subject to regulation and intervention by governments in oil and gas industry matters, such as, among others, land tenure, royalties, taxes (including income taxes), government fees, production rates, environmental protection, wildlife, fish, safety performance, the reduction of GHG and other emissions, the export of crude oil, natural gas and other products, interactions with foreign governments, the awarding or acquisition of exploration and production rights, oil sands leases or other interests, the imposition of specific drilling obligations, control over the development, reclamation and abandonment of fields and mine sites (including restrictions on production), mine financial security requirements and possibly expropriation or cancellation of contract rights. As part of ongoing operations, the company, including its joint arrangements, is also required to comply with a large number of EH&S regulations under a variety of Canadian, U.S., U.K. and other foreign, federal, provincial, territorial, state and municipal laws and regulations. Failure to comply with applicable laws and regulations may result in, among other things, the imposition of fines and penalties, production constraints, a compulsory shutdown of facilities or suspension of operations, reputational damage, delays, increased costs, denial of operating and growth permit applications, censure, liability for cleanup costs and damages, and the loss of important licences and permits.

Before proceeding with most major projects, including significant changes to existing operations, Suncor, including its joint arrangements, must obtain various federal, provincial, territorial, state and municipal permits and regulatory approvals, and must also obtain licences to operate certain assets. These processes can involve, among other things, Aboriginal and stakeholder consultation, environmental impact assessments and public hearings, and may be subject to conditions, including security deposit obligations and other commitments. Suncor's businesses can also be indirectly impacted by a third party's inability to

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obtain regulatory approval for a shared infrastructure project or a third-party infrastructure project on which a portion of Suncor's business depends. Compliance can also be affected by the loss of skilled staff, inadequate internal processes and compliance auditing.

Failure to obtain, comply with, satisfy the conditions of or maintain regulatory permits and approvals, or failure to obtain them on a timely basis or on satisfactory terms, could result in delays, abandonment or restructuring of projects and increased costs, all of which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Changes in government policy (including, among others, trade policies affecting energy resource exports and increased regulation as a result of climate change), regulation or other laws, or the interpretation thereof, or opposition to Suncor's projects or third-party pipeline and infrastructure projects that delays or prevents necessary permits or regulatory approvals, or which makes current operations or growth projects uneconomic could materially impact Suncor's operations, existing and planned projects, financial condition, reserves and results of operations. Obtaining necessary approvals or permits has become more difficult due to increased public opposition and consultation, including Aboriginal consultation requirements as well as increased political involvement. The federal government also issued Bill C-69 in February 2018. If enacted, it will impact the manner in which large energy projects are approved, including increased Aboriginal consultation and involvement. The result of these developments could also lead to additional compliance costs and staffing and resource levels, and also increase exposure to other risks to Suncor's business, including environmental or safety non-compliance and permit approvals, all of which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations. Refer to the Industry Conditions section of this AIF.

Carbon Risk

Public support for climate change action and receptivity to alternative/renewable energy technologies has grown in recent years. Governments in Canada and around the world have responded to these shifting societal attitudes by adopting ambitious emissions reduction targets and supporting legislation, including measures relating to carbon pricing, clean energy and fuel standards, and alternative energy incentives and mandates. There has also been increased activism and public opposition to fossil fuels, and oil sands in particular. Refer to the Industry Conditions – Environmental Regulation – Climate Change section of this AIF.

Existing and future laws and regulations may impose significant liabilities on a failure to comply with their requirements. Concerns over climate change and fossil fuel extraction could lead governments to enact additional or more stringent laws and regulations applicable to Suncor and other companies in the energy industry in general, and in the oil sands industry in particular.

Environmental regulation, including regulation relating to climate change, could impact the demand for, formulation or quality of the company's products, or could require increased capital expenditures, operating expenses and distribution costs, which may or may not be recoverable in the marketplace and which may result in current operations or growth projects becoming uneconomic. In addition, such regulatory changes could necessitate that Suncor develop new technologies. Such technology development could require a significant investment of capital and resources, and any delay in or failure to identify and develop such technologies could prevent Suncor, including its joint arrangements, from obtaining regulatory approvals for projects or being able to successfully compete with other companies. Increasing environmental regulation in the jurisdictions in which Suncor operates may also make it difficult for Suncor to compete with companies operating in other jurisdictions with fewer or less costly regulations. The complexity and breadth of changes in environmental regulation make it extremely difficult to predict the potential impact to Suncor.

Suncor continues to actively monitor the international and domestic efforts to address climate change. While it currently appears that GHG regulations and targets will continue to become more stringent, and while Suncor continues its efforts to reduce the intensity of its GHG emissions, the absolute GHG emissions of the company are expected to rise as it pursues a growth strategy. Increases in GHG emissions may impact the profitability of the company's projects, as Suncor will be subject to incremental levies and taxes. There is also a risk that Suncor could face litigation initiated by third parties relating to climate change. In addition, the mechanics of implementation and enforcement of the OSELA are currently under review and it is not yet possible to predict the impact on Suncor. However, such impact could be material.

These developments and further such developments in the future could adversely impact the demand for Suncor's products, the ability of Suncor to maintain and grow its production and reserves, and Suncor's reputation and could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Environmental Compliance

Tailings Management

There are risks associated with Suncor's tailings management plans, including those of its joint arrangements. Each mine is required under the Tailings Directive to update its mine fluid

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tailings management plans. If those plans are not approved in the timelines anticipated or at all, or if any conditions to the approval for the plans are not satisfied, the operators' ability to implement additional fluid tailings treatment facilities could be adversely impacted, which could result in reductions in production and lower volumes of treated tailings. If the mine exceeds certain compliance levels specified in the TMF, the applicable company could be subject to enforcement actions, including being required to curtail production, and financial consequences, including being subject to a compliance levy or being required to post additional security under the MFSP. The full impact of the TMF, including the financial consequences of exceeding compliance levels, is not yet fully known, as certain associated policies and regulations are still under development. Such policies and regulations could also restrict the technologies that the company may employ for tailings management, which could adversely impact the company's business plans. There could also be risks if the company's tailings management operations, including those of its joint arrangements, fail to operate as anticipated. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta's Land-Use Framework (LARP)

The implementation of, and compliance with, the terms of the LARP may adversely impact Suncor's current properties and projects in northern Alberta due to, among other things, environmental limits and thresholds. The impact of the LARP on Suncor's operations may be outside of the control of the company, as Suncor's operations could be impacted as a result of restrictions imposed due to the cumulative impact of development by the other operators in the area and not solely in relation to Suncor's direct impact. The uncertainty of changes in Suncor's future development and existing operations required as a result of the LARP could have an adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta Environment and Parks (AEP) Water Licences

Suncor currently relies on water obtained under licences from AEP to provide domestic and utility water for the company's Oil Sands business. Water licences, like all regulatory approvals, contain conditions to be met in order to maintain compliance with the licence. There can be no assurance that the licences to withdraw water will not be rescinded or that additional conditions will not be added. It is also possible that regional water management approaches may require water sharing agreements between stakeholders. In addition, the expansion of the company's projects may rely on securing licences for additional water withdrawal, and there can be no assurance that these licences will be granted or that they will be granted on terms favourable to Suncor. There is also a risk that future laws or changes to existing laws or regulations relating to water access could cause capital expenditures and operating expenses relating to water licence compliance to increase. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Species at Risk Act

Woodland caribou have been identified as Threatened under the Species at Risk Act (Canada). In response to the Government of Canada's Recovery Strategy for Woodland Caribou, provincial caribou range plans are being developed. Suncor has existing, planned and potential future projects within caribou ranges in Alberta. The development and implementation of range plans in these areas may have an impact on the pace and amount of development in these areas and could potentially increase costs for restoration or offsetting requirements, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Air Quality Management

A number of Canadian federal and provincial air quality regulations and frameworks are currently being developed, changed and/or implemented, which could have an impact on the company's existing and planned projects by requiring the company to invest additional capital or incur additional operating and compliance expenses, including, among other things, potentially requiring the company to retrofit equipment to meet new requirements and increase monitoring and mitigation plans. The full impact of these regulations and frameworks is not yet known; however, they could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta Wetland Policy

Pursuant to the Alberta Wetland Policy, development in wetland areas may be required to avoid wetlands or mitigate the development's effects on wetlands. Although the full impact of the policy on Suncor is not yet fully known, certain of Suncor's operations and growth projects may be affected by aspects of the policy where avoidance is not possible and wetland reclamation or replacement may be required, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Market Access

Suncor's production of bitumen is expected to grow as production ramps up at Fort Hills. The markets for bitumen blends or heavy crude are more limited than those for light crude, making them more susceptible to supply and demand changes and imbalances (whether as a result of the availability, proximity, and capacity of pipeline facilities, railcars, or otherwise). Heavy crude oil generally receives

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lower market prices than light crude, due principally to the lower quality and value of the refined product yield and the higher cost to transport the more viscous product on pipelines, and this price differential can be amplified due to supply and demand imbalances. A shortage of condensate to transport bitumen may cause Suncor's cost to increase due to the need to purchase alternative diluent supplies, thereby increasing the cost to transport bitumen to market and increasing Suncor's operating costs, as well as affecting Suncor's bitumen blend marketing strategy.

Market access for oil sands production may be constrained by insufficient pipeline takeaway capacity, including the lack of new pipelines due to an inability to secure required approvals and negative public perception. There is a risk that constrained market access for oil sands production, growing inland production and refinery outages will potentially create widening differentials that could impact the profitability of product sales. The occurrence of any of the foregoing could have a material adverse effect on the company's business, financial condition, reserves and results of operations.

Information Security

The efficient operation of Suncor's business is dependent on computer hardware, software and networked systems. In the ordinary course of Suncor's business, Suncor collects and stores sensitive data, including intellectual property, proprietary business information and identifiable personal information of the company's employees and retail customers. Suncor's operations are also dependent upon a large and complex information framework. Suncor relies on industry accepted security measures, controls and technology to protect Suncor's information systems and securely maintain confidential and proprietary information stored on the company's information systems, and has adopted a continuous process to identify, assess and manage threats to the company's information systems. Suncor's information security risk oversight is conducted by the Audit Committee of the Board of Directors. However, the measures, controls and technology on which the company relies may not be adequate due to the increasing volume and sophistication of cyber threats. Suncor's information technology and infrastructure, including process control systems, may be vulnerable to attacks by malicious persons or entities motivated by, among others, geopolitical, financial or activist reasons, or breached due to employee error, malfeasance or other disruptions. Any such attack or breach could compromise Suncor's networks, and the information Suncor stores could be accessed, publicly disclosed, lost, stolen or compromised. Any such attack, breach, access, disclosure or loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruptions to Suncor's operations, decreased performance and production, increased costs, and damage to Suncor's reputation, which could have a material adverse effect on Suncor's business, financial condition and results of operations. Although the company maintains a risk management program, which includes an insurance component that may provide coverage for the operational impacts from an attack to, or breach of, Suncor's information technology and infrastructure, including process control systems, the company does not maintain stand-alone cyber insurance. Furthermore, not all cyber risks are insurable. As a result, Suncor's existing insurance may not provide adequate coverage for losses stemming from a cyber attack to, or breach of, its information technology and infrastructure.

Project Execution

There are certain risks associated with the execution of Suncor's major projects and the commissioning and integration of new facilities within its existing asset base.

Project execution risk consists of three related primary risks:

Engineering – a failure in the specification, design or technology selection;

Construction – a failure to build the project in the approved time, in accordance with design, and at the agreed cost; and

Commissioning and start-up – a failure of the facility to meet agreed performance targets, including operating costs, efficiency, yield and maintenance costs.

Project execution can also be impacted by, among other things:

Failure to comply with Suncor's Asset Development and Execution Model;

The availability, scheduling and cost of materials, equipment and qualified personnel;

The complexities associated with integrating and managing contractor staff and suppliers;

The ability to obtain the necessary environmental and other regulatory approvals;

The impact of general economic, business and market conditions and the company's ability to finance growth, including major growth projects in progress, if commodity prices were to decline and stay at low levels for an extended period;

The impact of weather conditions;

Risks relating to restarting projects placed in safe mode, including increased capital costs;

The effect of changing government regulation and public expectations in relation to the impact of oil sands development on the environment;

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Complexities and risks associated with constructing projects within operating environments and confined construction areas;

The complexities and uncertainties associated with identification, development and integration of new technologies into the company's existing and new assets;

Risks associated with offshore fabrication and logistics;

Risks relating to scheduling, resources and costs, including the availability and cost of materials, equipment and qualified personnel;

The accuracy of project cost estimates, as actual costs for major projects can vary from estimates, and these differences can be material;

The company's ability to complete strategic transactions; and

The commissioning and integration of new facilities within the company's existing asset base could cause delays in achieving guidance, targets and objectives.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Cumulative Impact of Change

In order to achieve Suncor's business objectives, the company must operate efficiently, reliably and safely and, at the same time, deliver growth and sustaining projects safely, on budget and on schedule. The ability to achieve these two sets of objectives is critically important for Suncor to deliver value to shareholders and stakeholders. These ambitious business objectives compete for resources, and may negatively impact the company should there be inadequate consideration of the cumulative impacts of prior and parallel initiatives on people, processes and systems. There is also a risk that these objectives may exceed Suncor's capacity to adopt and implement change. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition and results of operations.

Joint Arrangement Risk

Suncor has entered into joint arrangements and other contractual arrangements with third parties, including arrangements where other entities operate assets in which Suncor has ownership or other interests. These joint arrangements include, among others, those with respect to Syncrude, Fort Hills, and operations in Suncor's E&P Canada and E&P International businesses. The success and timing of activities relating to assets and projects operated by others, or developed jointly with others, depend upon a number of factors that are outside of Suncor's control, including, among others, the timing and amount of capital expenditures, the timing and amount of operational and maintenance expenditures, the operator's expertise, financial resources and risk management practices, the approval of other participants, and the selection of technology.

These co-owners may have objectives and interests that do not coincide with and may conflict with Suncor's interests. Major capital decisions affecting joint arrangements may require agreement among the co-owners, while certain operational decisions may be made solely at the discretion of the operator of the applicable assets. While joint venture counterparties may generally seek consensus with respect to major decisions concerning the direction and operation of the assets and the development of projects, no assurance can be provided that the future demands or expectations of the parties relating to such assets and projects will be met satisfactorily or in a timely manner. Failure to satisfactorily meet demands or expectations by all of the parties may affect the company's participation in the operation of such assets or in the development of such projects, the company's ability to obtain or maintain necessary licences or approvals, or the timing for undertaking various activities. In addition, disputes may arise pertaining to the timing, funding and/or capital commitments with respect to projects that are being jointly developed, which could materially adversely affect the development of such projects and Suncor's business and operations.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Financial Risks

Energy Trading and Risk Management Activities and the Exposure to Counterparties

The nature of Suncor's energy trading and risk management activities, which may make use of derivative financial instruments to hedge its commodity price and other market risks, creates exposure to significant financial risks, which include, but are not limited to, the following:

Unfavourable movements in commodity prices, interest rates or foreign exchange could result in a financial or opportunity loss to the company;

A lack of counterparties, due to market conditions or other circumstances, could leave the company unable to liquidate or offset a position, or unable to do so at or near the previous market price;

The company may not receive funds or instruments from counterparties at the expected time or at all;

The counterparty could fail to perform an obligation owed to Suncor;

Loss as a result of human error or deficiency in the company's systems or controls; and

Loss as a result of contracts being unenforceable or transactions being inadequately documented.

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The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition and results of operations.

Exchange Rate Fluctuations

The company's 2017 audited Consolidated Financial Statements are presented in Canadian dollars. The majority of Suncor's revenues from the sale of oil and natural gas are based on prices that are determined by, or referenced to, U.S. dollar benchmark prices, while the majority of Suncor's expenditures are realized in Canadian dollars. The company also holds substantial amounts of U.S. dollar denominated debt. Suncor's results, therefore, can be affected significantly by the exchange rates between the Canadian dollar and the U.S. dollar. The company also undertakes operations administered through international subsidiaries and therefore, to a lesser extent, Suncor's results can be affected by the exchange rates between the Canadian dollar and the euro, the British pound and the Norwegian krone. These exchange rates may vary substantially and may give rise to favourable or unfavourable foreign currency exposure. A decrease in the value of the Canadian dollar relative to the U.S. dollar will increase the revenues received from the sale of commodities. An increase in the value of the Canadian dollar relative to the U.S. dollar will decrease revenue received from the sale of commodities. A decrease in the value of the Canadian dollar relative to the U.S. dollar from the previous balance sheet date increases the amount of Canadian dollars required to settle U.S. dollar denominated obligations. As at December 31, 2017, the Canadian dollar strengthened in relation to the U.S. dollar to 0.80 from 0.74 at the start of 2017. Exchange rate fluctuations could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Interest Rate Risk

The company is exposed to fluctuations in short-term Canadian and U.S. interest rates as Suncor maintains a portion of its debt capacity in revolving and floating rate bank facilities and commercial paper, and invests surplus cash in short-term debt instruments and money market instruments. Suncor is also exposed to interest rate risk when debt instruments are maturing and require refinancing, or when new debt capital needs to be raised. The company is also exposed to changes in interest rates on derivative instruments used to manage the debt portfolio, including hedges of prospective new debt issuances. Unfavourable changes in interest rates could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Issuance of Debt and Debt Covenants

Suncor expects that future capital expenditures will be financed out of cash balances and cash equivalents, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, divesting of non-core assets and accessing capital markets. This ability is dependent on, among other factors, commodity prices, the overall state of the capital markets, and financial institutions and investor appetite for investments in the energy industry generally, and the company's securities in particular. To the extent that external sources of capital become limited or unavailable or available on unfavourable terms, the ability to make capital investments and maintain existing properties may be constrained.

If the company finances capital expenditures in whole or in part with debt, that may increase its debt levels above industry standards for oil and gas companies of similar size. Depending on future development plans, additional debt financing may be required that may not be available or, if available, may not be available on favourable terms, including higher interest rates and fees. Neither the articles of Suncor (the Articles) nor its bylaws limit the amount of indebtedness that may be incurred; however, Suncor is subject to covenants in its existing bank facilities and seeks to avoid an unfavourable cost of debt. The level of the company's indebtedness, from time to time, could impair its ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise and could negatively affect its credit ratings.

Suncor is required to comply with financial and operating covenants under existing credit facilities and debt securities. Covenants are reviewed based on actual and forecast results and the company has the ability to make changes to its development plans, capital structure and/or dividend policy to comply with covenants under the credit facilities. If Suncor does not comply with the covenants under its credit facilities and debt securities, there is a risk that repayment could be accelerated and/or the company's access to capital could be restricted or only be available on unfavourable terms.

Rating agencies regularly evaluate the company, including its subsidiaries. Their ratings of Suncor's long-term and short-term debt are based on a number of factors, including the company's financial strength, as well as factors not entirely within its control, including conditions affecting the oil and gas industry generally, and the wider state of the economy. Credit ratings may be important to customers or counterparties when Suncor competes in certain markets and when it seeks to engage in certain transactions, including transactions involving over-the-counter derivatives. There is a risk that one or more of Suncor's credit ratings could be downgraded, which could potentially limit its access to private and public credit markets and increase the company's cost of borrowing.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

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Third-Party Service Providers

Suncor's businesses are reliant on the operational integrity of a large number of third-party service providers, including input and output commodity transport (pipelines, rail, trucking, marine) and utilities associated with various Suncor and jointly owned facilities, including electricity. A disruption in service by one of these third parties can also have a dramatic impact on Suncor's operations. Pipeline constraints that affect takeaway capacity or supply of inputs, such as hydrogen and power for example, could impact the company's ability to produce at capacity levels. Disruptions in pipeline service could adversely affect commodity prices, Suncor's price realizations, refining operations and sales volumes, or limit the company's ability to produce and deliver production. These interruptions may be caused by the inability of the pipeline to operate or by the oversupply of feedstock into the system that exceeds pipeline capacity. Short-term operational constraints on pipeline systems arising from pipeline interruption and/or increased supply of crude oil have occurred in the past and could occur in the future. There is a risk that third-party outages could impact Suncor's production or price realizations, which could have a material adverse effect on Suncor's business, financial condition and results of operations.

Royalties and Taxes

Suncor is subject to royalties and taxes imposed by governments in numerous jurisdictions.

Royalties can be impacted by changes in crude oil and natural gas pricing, production volumes, and capital and operating costs, by changes to existing legislation or PSCs, and by results of regulatory audits of prior year filings and other such events. The final determination of these events may have a material impact on the company's royalties expense.

An increase in Suncor's royalties expense, income taxes, property taxes, carbon taxes, tariffs, duties, border taxes, and other taxes and government-imposed compliance costs, could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Foreign Operations

The company has operations in a number of countries with different political, economic and social systems. As a result, the company's operations and related assets are subject to a number of risks and other uncertainties arising from foreign government sovereignty over the company's international operations, which may include, among other things:

Currency restrictions and restrictions on repatriation of funds;

Loss of revenue, property and equipment as a result of expropriation, nationalization, war, insurrection and geopolitical and other political risks;

Increases in taxes and government royalties;

Compliance with existing and emerging anti-corruption laws, including the Foreign Corrupt Practices Act (United States), the Corruption of Foreign Public Officials Act (Canada) and the United Kingdom Bribery Act ;

Renegotiation of contracts with government entities and quasi-government agencies;

Changes in laws and policies governing operations of foreign-based companies; and

Economic and legal sanctions (such as restrictions against countries experiencing political violence, or countries that other governments may deem to sponsor terrorism).

If a dispute arises in the company's foreign operations, the company may be subject to the exclusive jurisdiction of foreign courts or may not be able to subject foreign persons to the jurisdiction of a court in Canada or the U.S. In addition, as a result of activities in these areas and a continuing evolution of an international framework for corporate responsibility and accountability for international crimes, there is a risk the company could also be exposed to potential claims for alleged breaches of international or local law.

The impact that future potential terrorist attacks, regional hostilities or political violence may have on the oil and gas industry, and on our operations in particular, is not known at this time. This uncertainty may affect operations in unpredictable ways, including disruptions of fuel supplies and markets, particularly crude oil, and the possibility that infrastructure facilities, including pipelines, production facilities, processing plants and refineries, could be direct targets of, or collateral damage of, an act of terror, political violence or war. Suncor may be required to incur significant costs in the future to safeguard our assets against terrorist activities or to remediate potential damage to our facilities. There can be no assurance that Suncor will be successful in protecting itself against these risks and the related financial consequences.

Despite Suncor's training and policies around bribery and other forms of corruption, there is a risk that Suncor, or some of its employees or contractors, could be charged with bribery or corruption. Any of these violations could result in onerous penalties. Even allegations of such behaviour could impair Suncor's ability to work with governments or non-government organizations and could result in the formal exclusion of Suncor from a country or area, sanctions, fines, project cancellations or delays, the inability to raise or borrow capital, reputational impacts and increased investor concern.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

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Technology Risk

There are risks associated with growth and other capital projects that rely largely or partly on new technologies and the incorporation of such technologies into new or existing operations, including that the results of the application of new technologies may differ from simulated, test or pilot environments. The success of projects incorporating new technologies cannot be assured. Advantages accrue to companies that can develop and adopt emerging technologies in advance of competitors. The inability to develop, implement and monitor new technologies may impact the company's ability to develop its new or existing operations in a profitable manner or comply with regulatory requirements, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Skills, Resource Shortage and Reliance on Key Personnel

The successful operation of Suncor's businesses and the company's ability to expand operations will depend upon the availability of, and competition for, skilled labour and materials supply. There is a risk that the company may have difficulty sourcing the required labour for current and future operations. The risk could manifest itself primarily through an inability to recruit new staff without a dilution of talent, to train, develop and retain high-quality and experienced staff without unacceptably high attrition, and to satisfy an employee's work/life balance and desire for competitive compensation. The labour market in Alberta has been historically tight, and, while the current economic situation has partially moderated this effect, it remains a risk to be managed. The increasing age of the company's existing workforce adds further pressure. Materials may also be in short supply due to smaller labour forces in many manufacturing operations. Suncor's ability to operate safely and effectively and complete all projects on time and on budget has the potential to be significantly impacted by these risks and this impact could be material.

The company's success also depends in large measure on certain key personnel. The loss of the services of such key personnel could have a material adverse effect on the company. The contributions of the existing management team to the immediate and near-term operations of the company are likely to continue to be of central importance for the foreseeable future.

Labour Relations

Hourly employees at Suncor's Oil Sands operations facilities, all of the company's refineries, certain of the company's terminal and distribution operations, and the Terra Nova FPSO are represented by labour unions or employee associations. Approximately 38% of the company's employees were covered by collective agreements at the end of 2017. Negotiations for a new collective agreement are in progress with the Teamsters Canada union at Suncor's Burrard terminal and with Unifor at the company's ETFD. Any work interruptions involving the company's employees (including as a result of the failure to successfully negotiate new collective agreements with unions), contract trades utilized in the company's projects or operations, or any jointly owned facilities operated by another entity present a significant risk to the company and could have a material adverse effect on Suncor's business, financial condition and results of operations.

Competition

The global petroleum industry is highly competitive in many aspects, including the exploration for and the development of new sources of supply, the acquisition of crude oil and natural gas interests, and the refining, distribution and marketing of refined petroleum products. Suncor competes in virtually every aspect of its business with other energy companies. The petroleum industry also competes with other industries in supplying energy, fuel and related products to consumers. The increasing volatility of the political and social landscape at provincial, federal, territorial, state, municipal and international levels adds complexity.

For Suncor's Oil Sands business, a number of other companies have entered, or may enter, the oil sands business and begin producing bitumen and SCO, or expand their existing operations. It is difficult to assess the number, level of production and ultimate timing of all potential new projects or when existing production levels may increase. During recent years, a global focus on the oil sands through increasing industry consolidation that has created competitors with financial capacity has significantly increased the supply of bitumen, SCO and heavy crude oil in the marketplace. Although current commodity pricing has slowed certain larger projects in the short term, the impact of this level of activity on regional infrastructure, including pipelines, has placed stress on the availability and cost of all resources required to build and run new and existing oil sands operations.

For Suncor's Refining and Marketing business, management expects that fluctuations in demand for refined products, margin volatility and overall marketplace competitiveness will continue. In addition, to the extent that the company's downstream business unit participates in new product markets, it could be exposed to margin risk and volatility from either cost and/or selling price fluctuations.

There is a risk that increased competition could cause costs to increase, put further strain on existing infrastructure and cause margins for refined and unrefined products to be volatile, which could have a material adverse effect on Suncor's business, financial condition and results of operations.

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Land Claims and Aboriginal Consultation

Aboriginal Peoples have claimed Aboriginal title and rights to portions of Western Canada. In addition, Aboriginal Peoples have filed claims against industry participants relating in part to land claims, which may affect the company's business.

The requirement to consult with Aboriginal Peoples in respect of oil and gas projects and related infrastructure has also increased in recent years and will further increase under Bill C-69. In addition, the Canadian federal government and the provincial government in Alberta have made a commitment to renew their relationships with the Aboriginal Peoples of Canada. The federal government has stated it now fully supports the United Nations Declaration on the Rights of Indigenous Peoples (the Declaration) without qualification and that Canada intends "nothing less than to adopt and implement the Declaration in accordance with the Canadian Constitution." Recently, the federal government announced its support of a private member's bill, Bill C-262, An Act to ensure that the laws of Canada are in harmony with the United Nations Declaration on the Rights of Indigenous Peoples , promoting the full adoption of the Declaration into Canadian law. It is anticipated that the Bill may become law in 2018. The Alberta government is also currently exploring how best to implement the principles and objectives of the Declaration in a way that is consistent with the Constitution and Alberta law. At this time, it is unclear how the Declaration will be adopted into Canadian law and the impact of the Declaration on the Crown's duty to consult with Aboriginal Peoples.

Suncor is unable to assess the effect, if any, that any such land claims, consultation requirements with Aboriginal Peoples or adoption of the Declaration into Canadian law may have on Suncor's business; however, the impact may be material.

Litigation Risk

There is a risk that Suncor or entities in which it has an interest may be subject to litigation, and claims under such litigation may be material. Various types of claims may be raised in these proceedings, including, but not limited to, environmental damage, climate change and the impacts thereof, breach of contract, product liability, antitrust, bribery and other forms of corruption, tax, patent infringement, employment matters and in relation to an attack, breach or unauthorized access to Suncor's information technology and infrastructure. Litigation is subject to uncertainty and it is possible that there could be material adverse developments in pending or future cases. Unfavourable outcomes or settlements of litigation could encourage the commencement of additional litigation. Suncor may also be subject to adverse publicity and reputational impacts associated with such matters, regardless of whether Suncor is ultimately found liable. There is a risk that the outcome of such litigation may be materially adverse to the company and/or the company may be required to incur significant expenses or devote significant resources in defence against such litigation, the success of which cannot be guaranteed.

Dividends

Suncor's payment of future dividends on its common shares will be dependent on, among other things, legislative requirements, the company's financial condition, results of operations, cash flow, need for funds to finance ongoing operations, debt covenants and other business considerations as the company's Board considers relevant. There can be no assurance that Suncor will continue to pay dividends in the future.

Control Environment

Based on their inherent limitations, disclosure controls and procedures and internal controls 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. Failure to adequately prevent, detect and correct misstatements could have a material adverse effect on Suncor's business, financial condition and results of operations.

DIVIDENDS

The Board of Directors has established a practice of paying dividends on a quarterly basis. Suncor reviews its ability to pay dividends from time to time with regard to legislative requirements, the company's financial position, financing requirements for growth, cash flow and other factors. The Board approved a dividend of $0.28 per common share in the first and second quarters of 2015 and a dividend of $0.29 per common share in the third and fourth quarters of 2015. The Board approved a quarterly dividend of $0.29 per common share in each quarter of 2016 and a quarterly dividend of $0.32 per common share in each quarter of 2017. Dividends are paid subject to applicable law, if, as and when declared by the Board.

Year ended December 31   2017   2016   2015  

Cash dividends per common share ($)   1.28   1.16   1.14  

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   65


DESCRIPTION OF CAPITAL STRUCTURE

The company's authorized share capital is comprised of an unlimited number of common shares, an unlimited number of preferred shares issuable in series designated as senior preferred shares, and an unlimited number of preferred shares issuable in series designated as junior preferred shares.

As at December 31, 2017, there were 1,640,983,359 common shares issued and outstanding. To the knowledge of the Board of Directors and executive officers of Suncor, no person beneficially owns, or exercises control or direction over, securities carrying 10% or more of the voting rights attached to any class of voting securities of the company. The holders of common shares are entitled to attend all meetings of shareholders and vote at any such meeting on the basis of one vote for each common share held. Common shareholders are entitled to receive any dividend declared by the Board on the common shares and to participate in a distribution of the company's assets among its shareholders for the purpose of winding up its affairs. The holders of the common shares shall be entitled to share equally, share for share, in all distributions of such assets.

Petro-Canada Public Participation Act

The Petro-Canada Public Participation Act requires that the Articles of Suncor include certain restrictions on the ownership and voting of voting shares of the company. The common shares of Suncor are voting shares. No person, together with associates of that person, may subscribe for, have transferred to that person, hold, beneficially own or control otherwise than by way of security only, or vote in the aggregate, voting shares of Suncor to which are attached more than 20% of the votes attached to all outstanding voting shares of Suncor. Additional restrictions include provisions for suspension of voting rights, forfeiture of dividends, prohibitions against share transfer, compulsory sale of shares, and redemption and suspension of other shareholder rights. The Board may at any time require holders of, or subscribers for, voting shares, and certain other persons, to furnish statutory declarations as to ownership of voting shares and certain other matters relevant to the enforcement of the restrictions. Suncor is prohibited from accepting any subscription for, and issuing or registering a transfer of, any voting shares if a contravention of the individual ownership restrictions results.

Suncor's Articles, as required by the Petro-Canada Public Participation Act , also include provisions requiring Suncor to maintain its head office in Calgary, Alberta; prohibiting Suncor from selling, transferring or otherwise disposing of all or substantially all of its assets in one transaction, or several related transactions, to any one person or group of associated persons, or to non-residents, other than by way of security only in connection with the financing of Suncor; and requiring Suncor to ensure (and to adopt, from time to time, policies describing the manner in which Suncor will fulfil the requirement to ensure) that any member of the public can, in either official language of Canada (English or French), communicate with and obtain available services from Suncor's head office and any other facilities where Suncor determines there is significant demand for communication with, and services from, that facility in that language.

Credit Ratings

The following information regarding the company's credit ratings is provided as it relates to the company's cost of funds and liquidity. In particular, the company's ability to access unsecured funding markets and to engage in certain collateralized business activities on a cost-effective basis is primarily dependent upon maintaining competitive credit ratings. A lowering of the company's credit rating may also have potentially adverse consequences for the company's funding capacity for growth projects or access to the capital markets, may affect the company's ability, and the cost, to enter into normal course derivative or hedging transactions and may require the company to post additional collateral under certain contracts.

The following table shows the ratings issued for Suncor Energy Inc. by the rating agencies noted herein as of February 28, 2018. The credit ratings are not recommendations to purchase, hold or sell the debt securities inasmuch as such ratings do not comment as to the market price or suitability for a particular investor. Any rating may not remain in effect for any given period of time or may be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.

    Senior
Unsecured (1)
  Outlook   Canadian
Commercial
Paper
Program
  U.S.
Commercial
Paper
Program
 

Standard & Poor's (S&P)   A-   Stable   A-1 (low)   A-2  

Dominion Bond Rating Service (DBRS)   A (low)   Stable   R-1 (low)   Not rated  

Moody's Investors Service (Moody's)   Baa1   Stable   Not rated   P-2  

(1)
The Senior Unsecured debt of Suncor Energy Ventures Corporation, a wholly owned subsidiary of Suncor, which indirectly owns a 36.74% ownership in the Syncrude joint operation previously owned by COS (refer to Intercorporate Relationships), is rated A- (Stable) by S&P and Ba3 (Stable) by Moody's. DBRS does not issue a separate credit rating for Suncor Energy Ventures Corporation.

66   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


S&P credit ratings on long-term debt are on a rating scale that ranges from AAA to D, representing the range of such securities rated from highest to lowest quality. A rating of A by S&P is the third highest of 10 categories. An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories (AA or AAA); however, the obligor's capacity to meet its financial commitment on the obligation is still strong. The addition of a plus (+) or minus (-) designation after the rating indicates the relative standing within a particular rating category. S&P credit ratings on commercial paper are on a short-term debt rating scale that ranges from A-1 to D, representing the range of such securities rated from highest to lowest quality. A Canadian rating by S&P of A-1 (low) is the third highest of eight categories and a U.S. rating of A-2 is the second highest of six categories, indicating a slightly higher susceptibility to the adverse effects of changes in circumstances and economic conditions than obligations in higher categories; the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

DBRS credit ratings on long-term debt are on a rating scale that ranges from AAA to D, representing the range of such securities rated from highest to lowest. A rating of A by DBRS is the third highest of 10 categories and is assigned to debt securities considered to be of good credit quality, with the capacity for the payment of financial obligations being substantial, but of a lesser credit quality than an AA rating. Entities in the A category may be vulnerable to future events, but qualifying negative factors are considered manageable. All rating categories other than AAA and D also contain designations for (high) and (low). The assignment of a (high) or (low) designation within a rating category indicates relative standing within that category. The absence of either a (high) or (low) designation indicates the rating is in the middle of the category. DBRS's credit ratings on commercial paper are on a short-term debt rating scale that ranges from R-1 (high) to D, representing the range of such securities rated from highest to lowest quality. A rating of R-1 (low) by DBRS is the third highest of 10 categories and is assigned to debt securities considered to be of good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial, with overall strength not as favourable as higher rating categories. Entities in this category may be vulnerable to future events, but qualifying negative factors are considered manageable. The R-1 and R-2 commercial paper categories are denoted by (high), (middle) and (low) designations.

Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. A rating of Baa by Moody's is the fourth highest of nine categories. Obligations rated Baa are judged to be medium grade and subject to moderate credit risk and, as such, may possess certain speculative characteristics. A rating of Ba by Moody's is the fifth highest of nine categories. Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. For rating categories Aa through Caa, Moody's appends numerical modifiers 1, 2 or 3 to each generic rating classification. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. A rating of P-2 by Moody's for commercial paper is the second highest of four rating categories and indicates a strong ability to repay short-term debt obligations.

Suncor has paid each of S&P, DBRS and Moody's their customary fees in connection with the provision of the above ratings. Suncor has not made any payments to S&P, DBRS or Moody's in the past two years for services unrelated to the provision of such ratings.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   67


MARKET FOR SECURITIES

Suncor's common shares are listed on the TSX in Canada and on the NYSE in the U.S. The price ranges and the volumes traded on the TSX for the year ended December 31, 2017 are as follows:

TSX

    Price Range (Cdn$)
  Trading Volume
 
   
    High   Low   (000s)  

2017              

January   44.90   40.00   53 343  

February   42.95   39.70   56 407  

March   42.28   39.65   73 249  

April   42.94   40.23   41 944  

May   44.19   41.10   56 822  

June   42.67   37.72   66 953  

July   40.93   36.09   46 741  

August   41.91   38.34   48 696  

September   43.88   38.88   60 103  

October   44.19   41.88   56 855  

November   46.66   43.90   47 943  

December   46.27   43.45   47 581  

For information in respect of options to purchase common shares of Suncor and common shares issued upon the exercise of options, see the Share-Based Compensation note to the 2017 audited Consolidated Financial Statements, which is incorporated by reference into this AIF and available on SEDAR at www.sedar.com.

On November 15, 2017, Suncor issued an aggregate of US$750 million 4.00% senior unsecured notes due in 2047.

68   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following individuals are directors of Suncor on the date hereof. The term of each director is from the date of the meeting at which he or she is elected or appointed until the next annual meeting of shareholders or until a successor is elected or appointed.

Suncor Directors
Name and Jurisdiction of Residence
  Period Served and
Independence
  Biography  

Patricia M. Bedient (2)(3)
Washington, U.S.
  Director since 2016
Independent
  Patricia Bedient retired as executive vice president of Weyerhaeuser Company (Weyerhaeuser), one of the world's largest integrated forest products companies, effective July 1, 2016. From 2007 until February 2016, she also served as chief financial officer. Prior thereto she held a variety of leadership roles in finance and strategic planning at Weyerhaeuser after joining the company in 2003. Before joining Weyerhaeuser, she spent 27 years with Arthur Andersen LLP and ultimately served as the managing partner for its Seattle office and partner in charge of the firm's forest products practice. Ms. Bedient serves on the board of directors of Alaska Air Group and Park Hotels & Resorts Inc. and also serves on the Overlake Hospital Medical Center board of trustees, the Oregon State University board of trustees, and the University of Washington Foster School of Business advisory board. She achieved national recognition in 2012 when Wall Street Journal named her one of the Top 25 CFOs in the United States. She is a member of the American Institute of CPAs and the Washington Society of CPAs. Ms. Bedient received her bachelor's degree in business administration, with concentrations in finance and accounting, from Oregon State University in 1975.  

Mel E. Benson (1)(2)
Alberta, Canada
  Director since 2000
Independent
  Mel Benson is president of Mel E. Benson Management Services Inc., an international consulting firm working in various countries with a focus on First Nations/corporate negotiations. Mr. Benson retired from Exxon International and Imperial Oil Canada in 2000 after a long career as an operations manager and senior member of project management. While based in Houston, Texas, Mr. Benson worked on international projects based in Africa and the former Soviet Union. Mr. Benson is a member of Beaver Lake Cree Nation, located in northeast Alberta. In 2015, Mr. Benson was inducted into the Aboriginal Business Hall of Fame and received the lifetime achievement award.  

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   69


Jacynthe Côté (2)(3)
Quebec, Canada
  Director since 2015
Independent
  Jacynthe Côté was president and chief executive officer of Rio Tinto Alcan, a metals and mining company, from February 2009 until June 2014 and she continued to serve in an advisory role until her retirement on September 1, 2014. Prior to 2009, she served as president and chief executive officer of Rio Tinto Alcan's Primary Metal business group, following Rio Tinto's acquisition of Alcan Inc. in October 2007. Ms. Côté joined Alcan Inc. in 1988 and she served in a variety of progressively senior leadership roles during her career, including positions in human resources, environment, health and safety, business planning and development, and production/managerial positions in Quebec and England. Ms. Côté is a director of Finning International Inc., the Royal Bank of Canada and TransContinental Inc. She also serves as a member of the advisory board of the Montreal Neurological Institute and of the board of directors of CHU Sainte-Justine Foundation. Ms. Côté has a bachelor's degree in chemistry from Laval University.  

Dominic D'Alessandro (3)(4)
Ontario, Canada
  Director since 2009
Independent
  Dominic D'Alessandro was president and chief executive officer of Manulife Financial Corporation from 1994 to 2009 and is currently a director of CGI Group Inc. For his many business accomplishments, Mr. D'Alessandro was recognized as Canada's Most Respected CEO in 2004 and CEO of the Year in 2002, and was inducted into the Insurance Hall of Fame in 2008. Mr. D'Alessandro is an Officer of the Order of Canada and has been appointed as a Commendatore of the Order of the Star of Italy. In 2009, he received the Woodrow Wilson Award for Corporate Citizenship and in 2005 was granted the Horatio Alger Award for community leadership. Mr. D'Alessandro is a FCA, and holds a bachelor's degree in science from Concordia University in Montreal. He has also been awarded honorary doctorates from York University, the University of Ottawa, Ryerson University and Concordia University.  

John D. Gass (1)(4)
Florida, U.S.
  Director since 2014
Independent
  John Gass is former vice president, Chevron Corporation, a major integrated oil and gas company, and former president, Chevron Gas and Midstream, positions he held from 2003 until his retirement in 2012. He has extensive international experience, having served in a diverse series of operational positions in the oil and gas industry with increasing responsibility throughout his career. Mr. Gass serves as a director of Southwestern Energy Co. and Weatherford International plc. He is also on the board of visitors for the Vanderbilt School of Engineering and is a member of the advisory board for the Vanderbilt Eye Institute. Mr. Gass graduated from Vanderbilt University in Nashville, Tennessee, with a bachelor's degree in civil engineering. He also holds a master's degree in civil engineering from Tulane University in New Orleans, Louisiana. A resident of Florida, he is a member of the American Society of Civil Engineers and the Society of Petroleum Engineers.  

70   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Dennis Houston
Texas, U.S.
  Director since 2018
Independent
  Dennis Houston served as executive vice president of ExxonMobil Refining & Supply Company, Chairman and President of ExxonMobil Sales & Supply LLC and Chairman of Standard Tankers Bahamas Limited until his retirement in 2010. Prior to that, Mr. Houston held a variety of leadership and engineering roles in the midstream and downstream businesses in the ExxonMobil organization. Mr. Houston has approximately 40 years' experience in the oil and gas industry, including over 35 years with ExxonMobil and its related companies. Mr. Houston serves on the board of directors of Argus Media Limited and GasLog Ltd. Mr. Houston holds a bachelor's degree in chemical engineering from the University of Illinois and an Honorary Doctorate of Public Administration Degree from Massachusetts Maritime Academy. Mr. Houston has served on a variety of advisory councils including an appointment by President George H.W. Bush to the National Infrastructure Advisory Council, the Chemical Sciences Leadership Council at the University of Illinois and the Advisory Council – Center for Energy, Marine Transportation & Public Policy at Columbia University. Mr. Houston also serves on the Alexander S. Onassis Public Benefit Foundation Board, is Honorary Consul to the Texas Region for the Principality of Liechtenstein and a board member for the American Bureau of Shipping Group of Companies.  

John R. Huff (1)(2)(5)
Texas, U.S.
  Director since 1998
Independent
  John Huff has served as chairman of the board of directors of Oceaneering International, Inc. (Oceaneering) since 1990 and served as its chief executive officer from 1986 to 2006. Prior to joining Oceaneering, he served as chairman, president and chief executive officer of Western Oceanic, Inc. from 1972 to 1986. Mr. Huff is also a director of Hi-Crush Partners LP and serves on the boards of trustees of Baylor College of Medicine and the Georgia Tech Foundation. Mr. Huff is a member of the National Academy of Engineering, a past member of the National Petroleum Council and a past director of the National Ocean Industries Association and the International Association of Drilling Contractors, and served on the U.S. Department of Transportation's National Offshore Safety Advisory Committee. Mr. Huff attended Rice University and received a bachelor's degree in civil engineering from the Georgia Institute of Technology, as well as attended the Harvard Business School's Program for Management Development. Mr. Huff is a registered professional engineer in the state of Texas and a member of The Explorers Club.  

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   71


Maureen McCaw (3)(4)
Alberta, Canada
  Director since 2004
(Petro-Canada 2004 to
July 31, 2009)
Independent
  Maureen McCaw was most recently executive vice-president of Leger Marketing, Canada's largest privately held market research firm and formerly president of Criterion Research, a company she founded in 1986. Ms. McCaw is chair of the CBC Pension Fund Plan board of trustees and is a director of the Canadian Broadcasting Corporation and Francis Winspear/Edmonton Symphony. She also serves on a number of other boards and advisory committees, including as co-chair of Women United (Edmonton). Ms. McCaw is past chair of the Edmonton International Airport and the Edmonton Chamber of Commerce. Ms. McCaw completed Columbia Business School's executive program in financial accounting and has an ICD.D.  

Michael W. O'Brien (3)(4)(5)
Alberta, Canada
  Director since 2002
Independent
  Michael O'Brien served as executive vice president, corporate development, and chief financial officer of Suncor Energy Inc. before retiring in 2002. Mr. O'Brien is a director and chair of the Audit Committee of Shaw Communications Inc. In addition, he is past chair of the board of trustees for the Nature Conservancy Canada, past chair of the Canadian Petroleum Products Institute and past chair of Canada's Voluntary Challenge for Global Climate Change. He has previously served on the boards of Terasen Inc., Primewest Energy Inc. and CRA International.  

Eira M. Thomas (1)(2)
B.C., Canada
  Director since 2006
Independent
  Eira Thomas is a Canadian geologist with over 20 years of experience in the Canadian diamond business. She is currently the chief executive officer and a director of Lucara Diamond Corp., a publically traded diamond producing company. Previous roles include serving as chief executive officer and a director of Kaminak Gold Corporation, vice president of Aber Resources, now Dominion Diamond Corp., and as founder and CEO of Stornoway Diamond Corp.  

72   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Steven W. Williams
Alberta, Canada
  Director since
December 2011
Non-independent, management
  Steve Williams is president and chief executive officer of Suncor. His career with Suncor began in May 2002 when he joined the company as executive vice president, corporate development and chief financial officer. He has also served as executive vice president, oil sands and chief operating officer. Mr. Williams has more than 40 years of international energy industry experience, including 18 years at Esso/Exxon. Mr. Williams holds a bachelor's degree (Hons.) in chemical engineering from Exeter University and is a fellow of the Institution of Chemical Engineers. He is a graduate of the business economics program at Oxford University as well as the advanced management program at Harvard Business School. In 2016, Mr. Williams was named to the board of directors of the new Alcoa Corporation. Mr. Williams is a board member of the Business Council of Canada and is a member of the Institute of Corporate Directors and the National Association of Corporate Directors. He is an active supporter of not-for-profit organizations. Mr. Williams has long been an advocate for sustainable development in the energy industry and is a leader in conversations that connect the environment and economy. In 2005 he was appointed to the National Roundtable on the Environment and the Economy by the Prime Minister of Canada. He has also been a member of the advisory board of Canada's Ecofiscal Commission since its inception. He is one of 12 founding CEOs of COSIA and he was invited to attend the 2015 United Nations Climate Change Conference (COP21) in Paris, France as an official member of the Government of Canada delegation.  

Michael M. Wilson
Alberta, Canada
  Director since 2014
Independent
  Michael Wilson is former president and chief executive officer of Agrium Inc., a retail supplier of agricultural products and services and a wholesale producer and marketer of agricultural nutrients, a position he held from 2003 until his retirement in 2013. Prior thereto, he served as executive vice president and chief operating officer. Mr. Wilson has significant experience in the petrochemical industry, serving as president of Methanex Corporation, and holding various positions with increasing responsibility in North America and Asia with Dow Chemical Company. Mr. Wilson has a bachelor's degree in chemical engineering from the University of Waterloo and currently serves on the boards of Air Canada and Celestica Inc.  

(1)
Human Resources and Compensation Committee

(2)
Environment, Health, Safety and Sustainable Development Committee

(3)
Audit Committee

(4)
Governance Committee

(5)
Messrs. Huff and O'Brien will retire from the Board of Directors at the conclusion of Suncor's 2018 annual meeting of shareholders.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   73


Executive Officers

The following individuals are the executive officers of Suncor:

Name   Jurisdiction of Residence   Office  

Steve Williams   Alberta, Canada   President and Chief Executive Officer  

Mark Little   Alberta, Canada   Chief Operating Officer  

Eric Axford   Alberta, Canada   Executive Vice President and Chief Sustainability Officer  

Alister Cowan   Alberta, Canada   Executive Vice President and Chief Financial Officer  

Mike MacSween   Alberta, Canada   Executive Vice President, Upstream  

Steve Reynish   Alberta, Canada   Executive Vice President, Strategy & Operations Services  

Kris Smith   Ontario, Canada   Executive Vice President, Downstream  

Paul Gardner   Alberta, Canada   Senior Vice President, Human Resources  

Janice Odegaard   Alberta, Canada   Senior Vice President, General Counsel and Corporate Secretary  

All executive officers have held positions with Suncor over the past five years with the exception of Mr. Cowan who, immediately prior to joining Suncor in 2014, was Chief Financial Officer of Husky Energy Inc.

As at February 23, 2018, the directors and executive officers of Suncor as a group beneficially owned, or controlled or directed, directly or indirectly, 817,382 common shares of Suncor, which represents 0.05% of the outstanding common shares of Suncor.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

As at the date hereof, no director or executive officer of Suncor is or has been within the last 10 years a director, chief executive officer or chief financial officer of a company (including Suncor) that:

(a)
was the subject of a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer; or

(b)
was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity.

As at the date hereof, no director or executive officer of Suncor, or any of their respective personal holding companies, nor any shareholder holding a sufficient number of securities to affect materially the control of Suncor:

(a)
is, or has been within the last 10 years, a director or executive officer of any company (including Suncor) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than: Mr. Benson, who was a director of Winalta Inc. (Winalta) when it obtained an order on April 26, 2010 from the Alberta Court of Queen's Bench providing for creditor protection under the Companies' Creditors Arrangement Act (Canada). A plan of arrangement for Winalta received court confirmation later that year, and Mr. Benson ceased to be a director of Winalta in May 2013; or

(b)
has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of Suncor, or any of their respective personal holding companies, has been subject to:

(a)
any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b)
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

74   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


AUDIT COMMITTEE INFORMATION

The Audit Committee Mandate is attached as Schedule "A" to this AIF.

Composition of the Audit Committee

The Audit Committee is comprised of Ms. Bedient (Chair), Ms. Côté, Mr. D'Alessandro, Ms. McCaw and Mr. O'Brien. All members are independent and financially literate. The education and experience of each member that has led to the determination of financial literacy is described in the Directors and Executive Officers section of this AIF.

For the purpose of making appointments to the company's Audit Committee, and in addition to the independence requirements, all directors nominated to the Audit Committee must meet the test of financial literacy as determined in the judgment of the Board of Directors. Also, at least one director so nominated must meet the test of financial expert as determined in the judgment of the Board of Directors. The designated financial experts on the Audit Committee are Ms. Bedient, Mr. D'Alessandro and Mr. O'Brien.

Financial Literacy

Financial literacy can be generally defined as the ability to read and understand a balance sheet, an income statement and a cash flow statement. In assessing a potential appointee's level of financial literacy, the Board of Directors evaluates the totality of the individual's education and experience, including:

The level of the person's accounting or financial education, including whether the person has earned an advanced degree in finance or accounting;

Whether the person is a professional accountant, or the equivalent, in good standing, and the length of time that the person actively has practised as a professional accountant, or the equivalent;

Whether the person is certified or otherwise identified as having accounting or financial experience by a recognized private body that establishes and administers standards in respect of such expertise, whether that person is in good standing with the recognized private body, and the length of time that the person has been actively certified or identified as having this expertise;

Whether the person has served as a principal financial officer, controller or principal accounting officer of a corporation that, at the time the person held such position, was required to file reports pursuant to securities laws and, if so, for how long;

The person's specific duties while serving as a public accountant, auditor, principal financial officer, controller, principal accounting officer or position involving the performance of similar functions;

The person's level of familiarity and experience with all applicable laws and regulations regarding the preparation of financial statements that must be included in reports filed under securities laws;

The level and amount of the person's direct experience reviewing, preparing, auditing or analyzing financial statements that must be included in reports filed under provisions of securities laws;

The person's past or current membership on one or more audit committees of companies that, at the time the person held such membership, were required to file reports pursuant to provisions of securities laws;

The person's level of familiarity and experience with the use and analysis of financial statements of public companies; and

Whether the person has any other relevant qualifications or experience that would assist him or her in understanding and evaluating the company's financial statements and other financial information and to make knowledgeable and thorough inquiries whether the financial statements fairly present the financial condition, results of operations and cash flows of the company in accordance with generally accepted accounting principles, and whether the financial statements and other financial information, taken together, fairly present the financial condition, results of operations and cash flows of the company.

Audit Committee Financial Expert

An "Audit Committee Financial Expert" means a person who, in the judgment of the Board of Directors, has the following attributes:

(a)
an understanding of Canadian generally accepted accounting principles and financial statements;

(b)
the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

(c)
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Suncor's financial statements, or experience actively supervising one or more persons engaged in such activities;

(d)
an understanding of internal controls and procedures for financial reporting; and

(e)
an understanding of audit committee functions.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   75


A person shall have acquired the attributes referred to in items (a) through (e) above through:

(a)
education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or experience in one or more positions that involve the performance of similar functions;

(b)
experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(c)
experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(d)
other relevant experience.

Audit Committee Pre-Approval Policies for Non-Audit Services

Suncor's Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the company's auditors' independence and has a policy governing the provision of these services. A copy of the company's policy relating to Audit Committee approval of fees paid to the company's auditors, in compliance with the Sarbanes-Oxley Act of 2002 and applicable Canadian law, is attached as Schedule "B" to this AIF.

Fees Paid to Auditors

Fees paid or payable to PricewaterhouseCoopers LLP, the company's auditors, are as follows:

($ thousands)   2017   2016  

Audit Fees   5 254   5 758  

Audit-Related Fees   415   415  

Tax Fees     15  

All Other Fees   15   25  

Total   5 684   6 213  

Audit Fees were paid, or are payable, for professional services rendered by the auditors for the audit of Suncor's annual financial statements, or services provided in connection with statutory and regulatory filings or engagements. Audit-Related Fees were paid for professional services rendered by the auditors for the review of quarterly financial statements and for the preparation of reports on specified procedures as they relate to audits of joint arrangements and attest services not required by statute or regulation. Tax Fees for corporate tax filings and tax planning were paid in a foreign jurisdiction where Suncor has limited activity. All Other Fees were subscriptions to auditor-provided and supported tools. All services described beside the captions "Audit Fees", "Audit-Related Fees", "Tax Fees" and "All Other Fees" were approved by the Audit Committee in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X under the U.S.  Securities and Exchange Act of 1934 , as amended (the Exchange Act). None of the fees described above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Regulation S-X under the Exchange Act.

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings in respect of which Suncor is or was a party, or in respect of which any of the company's property is or was the subject during the year ended December 31, 2017, nor are there any such proceedings known by the company to be contemplated, that involve a claim for damages exceeding 10% of the company's current assets. In addition, there have not been any (a) penalties or sanctions imposed against the company by a court relating to securities legislation or by a securities regulatory authority during the year ended December 31, 2017, (b) any other penalties or sanctions imposed by a court or regulatory body against the company that would likely be considered important to a reasonable investor in making an investment decision, or (c) settlement agreements entered into by the company before a court relating to securities legislation or with a securities regulatory authority during the year ended December 31, 2017.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer, or any associate or affiliate of these persons has, or has had, any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected, or is reasonably expected to materially affect, Suncor within the three most recently completed financial years or during the current financial year.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for Suncor's common shares is Computershare Trust Company of Canada at its principal offices in Calgary, Alberta, Montreal, Quebec, Toronto, Ontario and Vancouver, B.C., Computershare Trust Company Inc. in New York, New York and Computershare Trust Company N.A. in Golden, Colorado.

MATERIAL CONTRACTS

During the year ended December 31, 2017, Suncor did not enter into any contracts, nor are there any contracts still in effect, that are material to the company's business, other than contracts entered into in the ordinary course of business, which are not required to be filed by Section 12.2 of National Instrument 51-102 –  Continuous Disclosure Obligations .

INTERESTS OF EXPERTS

Reserves contained in this AIF are based in part upon reports prepared by GLJ and Sproule, Suncor's independent qualified reserves evaluators. As at the date hereof, none of the partners, employees or consultants of GLJ or Sproule, respectively, as a group, through registered or beneficial interests, direct or indirect, held or are entitled to receive more than 1% of any class of Suncor's outstanding securities, including the securities of the company's associates and affiliates.

The company's independent auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have issued an independent auditor's report dated February 28, 2018 in respect of the company's Consolidated Financial Statements, which comprise the Consolidated Balance Sheets as at December 31, 2017 and December 31, 2016 and the Consolidated Statements of Comprehensive Income (Loss), Changes in Equity and Cash Flows for the years ended December 31, 2017 and December 31, 2016, and the related notes, and the report on internal control over financial reporting as at December 31, 2017. PricewaterhouseCoopers LLP has advised that they are independent with respect to the company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and the rules of the United States Securities and Exchange Commission (SEC).

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DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK
STOCK EXCHANGE

As a Canadian issuer listed on the NYSE, Suncor is not required to comply with most of the NYSE's rules and instead may comply with Canadian requirements. As a foreign private issuer, the company is only required to comply with four of the NYSE's rules. These rules provide that (i) Suncor must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act; (ii) the Chief Executive Officer of Suncor must promptly notify the NYSE in writing after an executive officer becomes aware of any material non-compliance with the applicable NYSE rules; (iii) Suncor must provide a brief description of any significant differences between the company's corporate governance practices and those followed by U.S. companies listed under the NYSE; and (iv) Suncor must provide annual and, as required, written affirmations of compliance with applicable NYSE Corporate Governance Standards.

The company has disclosed in its 2018 management proxy circular, which is available on Suncor's website at www.suncor.com, significant areas in which the company does not comply with the NYSE Corporate Governance Standards. In certain instances, it is not required to obtain shareholder approval for material amendments to equity compensation plans under TSX requirements, while the NYSE requires shareholder approval of all equity compensation plans. Suncor, while in compliance with the independence requirements of applicable securities laws in Canada (specifically National Instrument 52-110 –  Audit Committees ) and the U.S. (specifically Rule 10A-3 of the Exchange Act), has not adopted, and is not required to adopt, the director independence standards contained in Section 303A.02 of the NYSE's Listed Company Manual, including with respect to its audit committee and compensation committee. The Board has not adopted, nor is it required to adopt, procedures to implement Section 303A.05(c)(iv) of the NYSE's Listed Company Manual in respect of compensation committee advisor independence. Except as described herein, the company is in compliance with the NYSE Corporate Governance Standards in all other significant respects.

ADDITIONAL INFORMATION

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of Suncor's securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in the company's most recent management proxy circular for the most recent annual meeting of shareholders that involved the election of directors. Additional financial information is provided in Suncor's 2017 audited Consolidated Financial Statements for the company's most recently completed financial year and in the MD&A.

Further information about Suncor, filed with Canadian securities commissions and the SEC, including periodic quarterly and annual reports and the 40-F, is available online on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In addition, Suncor's Standards of Business Conduct Code is available online at www.suncor.com. Information contained in or otherwise accessible through the company's website does not form part of this AIF, and is not incorporated into the AIF by reference.

78   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


ADVISORY – FORWARD-LOOKING INFORMATION
AND NON-GAAP FINANCIAL MEASURES

This AIF contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements) within the meaning of applicable Canadian and U.S. securities laws 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 and resources estimates; commodity prices and interest and foreign exchange rates; the performance of assets and equipment; 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 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 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", "potential", "future", "opportunity", "would", "forecast" and similar expressions.

Forward-looking statements in this AIF include references to:

Suncor's strategy, business plans and expectations about the cost and development of projects, the performance, of assets, production volumes, and capital expenditures, including:

Expectations about Fort Hills, including the project's gross nameplate capacity of 194 mbbls/d of bitumen (104 mbbls/d net to Suncor), the expectation that testing of the front end of the plant during the fourth quarter of 2017 will mitigate the risk associated with the ramp up in 2018, the expectation that the second and third trains of secondary extraction will start up in the first half of 2018, and the expectation that the project will reach 90% capacity by the end of 2018;

Expectations about Hebron, including the expectation that, at peak, the project will produce more than 30,000 bbls/d (net to Suncor) and will ramp up over the next several years, and the expectation that drilling activities will continue throughout 2018;

Expectations about Syncrude, including the expectation that the Syncrude co-owners' plan to develop MLX-W and MLX-E would extend the life of Mildred Lake by a minimum of 10 years, the expectation that the MLX-E program will follow MLX-W development, the expectation that the MLX-W program will sustain bitumen production levels at the Mildred Lake site after resource depletion at the North Mine, plans for MLX-W and the expectation that the AER will respond in the second quarter of 2018, the expectation that sanctioning of MLX-W will occur in late 2019 or early 2020, the opportunity for cost management and collaboration between the company and Syncrude that involves exploring the option, subject to approval by Syncrude co-owners, for pipelines connecting Syncrude and Oil Sands Base, and the expectation that sustaining capital expenditures in 2018 will focus on a planned turnaround and capacity maintenance;

Expectations about the Rosebank project, including its anticipated gross design capacity of 100 mbbls/d (30 mbbls/d net to Suncor) of crude oil and 80 mmcf/d (24 mmcf/d net to Suncor) of natural gas, and that it is expected to be complementary to Suncor's existing U.K. portfolio;

Expectations about the West White Rose project, including the expectation that it will extend the life of the existing White Rose assets, the company's estimated share of peak oil production of 20,000 bbls/d, the expectation that major development activity will begin in 2018, and that first oil is targeted for 2022;

Expectations about the Meadow Creek East and West projects, including that they are part of the company's planned in situ replication strategy, the expectation that the Meadow Creek East project will be developed in stages, anticipated production from the Meadow Creek East project of 40 mbbls/d up to 80 mbbls/d, the expectation that construction of the Meadow Creek East project could be begin as early as 2020 with first oil expected as early as 2023, anticipated production from the Meadow Creek West project of 40 mbbls/d, and the expectation that construction of the Meadow Creek West project will begin in 2022 with first oil expected in 2025;

Expectations about the Oda project, including proposed development plans, that first oil is planned for 2019 with peak production expected to reach 35 mbbls/d (11 mbbls/d net to Suncor) in the second half of 2019, and that Suncor's share of the post-sanction project cost estimate is approximately $270 million;

Expectations about the Fenja development project, including the expectation that the plan for development and operation will be approved by the Ministry of Petroleum and Energy in the first half of 2018, the plan

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Expectations about the closing of the transactions with Canbriam and Faroe Petroleum and the timing thereof;

The estimated cost of Suncor's remaining exploration work program commitment in Libya at December 31, 2017 of US$359 million;

Potential future wind and solar power projects;

The potential for future in situ production to be supported at Meadow Creek, Lewis, OSLO and Chard and for exploratory or delineation drilling at Kirby and drilling plans at Terra Nova; and

The expectation that capital investments at Oil Sands Base and Syncrude will maintain the production capacity of existing facilities and that the drilling of new well pairs and infill wells, as well as the design and construction of new well pads, at Firebag and MacKay River will maintain production levels in future years.

Also:

Expectations and goals around technologies, including AHS, oxy-fuel combustion, zero liquid discharge, ESEIEH, N-SOLV™, and SAGD LITE;

Statements about Suncor's reserves, including reserves volumes, estimates of future net revenues, commodity price forecasts, exchange and interest rate expectations, and production estimates;

Significant development activities and costs anticipated to occur or be incurred in 2018, including those identified under the Future Development Costs table in the Statement of Reserves Data and Other Oil and Gas Information section of this AIF, Suncor's belief that internally generated cash flows, existing and future credit facilities, issuing commercial paper and, if needed, the divestiture of non-core assets and accessing capital markets will be sufficient to fund future development costs and that interest expense or other funding costs on their own would not make development of any property uneconomic, plans for the development of reserves, and the estimated value of work commitments;

Estimated abandonment and reclamations costs;

The company's commitment to continuously optimize its asset portfolio and focus on core assets and ongoing balance sheet flexibility from the reduction of debt;

Expectations about royalties and income taxes and their impact on Suncor;

Expectations regarding tailings management plans and regulatory processes with respect thereto;

Anticipated effects of and responses to environmental laws, including climate change laws, and Suncor's estimated compliance costs; and

Expectations about changes to laws and the impact thereof.

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, Exploration and Production, and Refining and Marketing, 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; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; Suncor's dependence on pipeline capacity and other logistical constraints, which may affect the company's ability to distribute products to market; Suncor's ability to finance Oil Sands growth and sustaining 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 Exploration and Production 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,

80   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.



fires, blow-outs, equipment failures and other accidents, uncontrollable flows of crude oil, natural gas or well fluids, and pollution and other environmental risks; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; 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 socio-economic 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 Suncor's Refining and Marketing 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 facilities in order to meet production or sales targets; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; 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 and currency exchange rates; 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 execution of Suncor's major projects and the commissioning and integration of new facilities; 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; the risk that competing business objectives may exceed Suncor's capacity to adopt and implement change; risks and uncertainties associated with obtaining regulatory and stakeholder approval for the company's operations and exploration and development activities; 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; maintaining an optimal debt to cash flow ratio; the success of the company's risk management 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; risks and uncertainties associated with closing a transaction for the purchase or sale of a business, asset or oil and gas property, including estimates of the final consideration to be paid or received; 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; the receipt of any required regulatory or other third-party approvals outside of Suncor's control and the satisfaction of any conditions to such approvals; risks associated with land claims and Aboriginal consultation requirements; risks relating 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 AIF, including under the heading Risk Factors, and the company's Management's Discussion and Analysis dated March 1, 2018 and Form 40-F on file with Canadian securities commissions at www.sedar.com and the United States Securities and Exchange Commission at www.sec.gov. Readers are also referred to the risk factors

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and assumptions described in other documents that Suncor files from time to time with securities regulatory authorities. Copies of these documents are available without charge from the company.

The forward-looking statements contained in this AIF are made as of the date of this AIF. 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.

Non-GAAP Financial Measures – Netback

Netback is a financial measure that is not prescribed by GAAP. Non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similiar 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. Netbacks are reconciled to GAAP measures in the Operating Metrics Reconciliation section of the Supplemental Financial and Operating Information within Suncor's Annual Report for the year ended December 31, 2017 and dated March 1, 2018.

Oil Sands Netbacks

Oil Sands operating netbacks are a non-GAAP measure, presented on a crude product and sales barrel basis, and are derived from the Oil Sands segmented statement of net earnings (loss), after adjusting for items not directly attributable to the revenues and costs associated with production and delivery. Management uses Oil Sands operating netbacks to measure crude product profitability on a sales barrel basis and they may be useful to investors for the same reason.

Exploration and Production (E&P) Netbacks

E&P netbacks are a non-GAAP measure, presented on an asset location and sales barrel basis, and are derived from the E&P segmented statement of net earnings (loss), after adjusting for items not directly attributable to the costs associated with production and delivery. Management uses E&P operating netbacks to measure asset profitability by location on a sales barrel basis and they may be useful to investors for the same reason.

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SCHEDULE "A"
AUDIT COMMITTEE MANDATE

The Audit Committee

The by-laws of Suncor Energy Inc. provide that the Board of Directors may establish Board committees to whom certain duties may be delegated by the Board. The Board has established, among others, the Audit Committee, and has approved this mandate, which sets out the objectives, functions and responsibilities of the Audit Committee.

Objectives

The Audit Committee assists the Board by:

monitoring the effectiveness and integrity of the Corporation's internal controls of Suncor's business processes, including: financial and management reporting systems, internal control systems;

monitoring and reviewing financial reports and other financial matters;

selecting, monitoring and reviewing the independence and effectiveness of, and where appropriate replacing, subject to shareholder approval as required by law, external auditors, and ensuring that external auditors are ultimately accountable to the Board of Directors and to the shareholders of the Corporation;

reviewing the effectiveness of the internal auditors, excluding the Operations Integrity Audit department, which is specifically within the mandate of the Environment, Health & Safety Committee (references throughout this mandate to "Internal Audit" shall not include the Operations Integrity Audit department); and

approving on behalf of the Board of Directors certain financial matters as delegated by the Board, including the matters outlined in this mandate.

The Committee does not have decision-making authority, except in the very limited circumstances described herein or where and to the extent that such authority is expressly delegated by the Board of Directors. The Committee conveys its findings and recommendations to the Board of Directors for consideration and, where required, decision by the Board of Directors.

Constitution

The Terms of Reference of Suncor's Board of Directors set out requirements for the composition of Board Committees and the qualifications for committee membership, and specify that the Chair and membership of the committees are determined annually by the Board. As required by Suncor's by-laws, unless otherwise determined by resolution of the Board of Directors, a majority of the members of a committee constitute a quorum for meetings of committees, and in all other respects, each committee determines its own rules of procedure.

Functions and Responsibilities

The Audit Committee has the following functions and responsibilities:

Internal Controls

1.
Inquire as to the adequacy of the Corporation's system of internal controls of Suncor's business processes, and review the evaluation of internal controls by Internal Auditors, and the evaluation of financial and internal controls by external auditors.

2.
Review audits conducted of the Corporation's Standards of Business Conduct-Compliance Program.

3.
Establish procedures for the confidential submission by employees of complaints relating to any concerns with accounting, internal control, auditing or Standards of Business Conduct Code matters, and periodically review a summary of complaints and their related resolution.

4.
Review the findings of any significant examination by regulatory agencies concerning the Corporation's financial matters.

5.
Periodically review management's governance processes for information technology resources, to assess their effectiveness in addressing the integrity, the protection and the security of the Corporation's electronic information systems and records.

6.
Review the management practices overseeing officers' expenses and perquisites.

External and Internal Auditors

7.
Evaluate the performance of the external auditors and initiate and approve the engagement or termination of the external auditors, subject to shareholder approval as required by applicable law.

8.
Review the audit scope and approach of the external auditors, and approve their terms of engagement and fees.

9.
Review any relationships or services that may impact the objectivity and independence of the external auditor, including annual review of the auditor's written statement of all relationships between the auditor (including its affiliates) and the Corporation; review and approve all engagements for non-audit services to be provided by external auditors or their affiliates.

10.
Review the external auditor's quality control procedures including any material issues raised by the most recent quality control review or peer review and any issues raised by a government authority or professional authority investigation of the external auditor, providing details on actions taken by the firm to address such issues.

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11.
Approve the appointment or termination of the VP Enterprise Risk and Audit, approve annually the performance assessment and resulting compensation of the VP Enterprise Risk & Audit as provided by the Chief Financial Officer. Periodically review the performance and effectiveness of the Internal Audit function including conformance with The Institute of Internal Auditors' International Standards for the Professional Practice of Internal Auditing and the Code of Ethics.

12.
Approve the Internal Audit Department Charter, the annual Internal Audit schedule, as well as the Internal Audit budget and resource plan. Review the plans, activities, organizational structure, resource capacity and qualifications of the Internal Auditors, and monitor the department's independence.

13.
Provide direct and unrestricted access by management, the Internal Auditors and the external auditors to the Board of Directors.

Financial Reporting and other Public Disclosure

14.
Review the external auditor's management comment letter and management's responses thereto, and inquire as to any disagreements between management and external auditors or restrictions imposed by management on external auditors. Review any unadjusted differences brought to the attention of management by the external auditor and the resolution thereof.

15.
Review with management and the external auditors the financial materials and other disclosure documents referred to in paragraph 16, including any significant financial reporting issues, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting including alternative treatments and their impacts.

16.
Review and approve the Corporation's interim consolidated financial statements and accompanying management's discussion and analysis ("MD&A"). Review and make recommendations to the Board of Directors on approval of the Corporation's annual audited financial statements and MD&A, Annual Information Form and Form 40-F. Review other material annual and quarterly disclosure documents or regulatory filings containing or accompanying audited or unaudited financial information.

17.
Authorize any changes to the categories of documents and information requiring audit committee review or approval prior to external disclosure, as set out in the Corporation's policy on external communication and disclosure of material information.

18.
Review any change in the Corporation's accounting policies.

19.
Review with legal counsel any legal matters having a significant impact on the financial reports.

Oil and Gas Reserves

20.
Review with reasonable frequency Suncor's procedures for:

(A)
the disclosure, in accordance with applicable law, of information with respect to Suncor's oil and gas activities including procedures for complying with applicable disclosure requirements;

(B)
providing information to the qualified reserves evaluators ("Evaluators") engaged annually by Suncor to evaluate Suncor's reserves data for the purpose of public disclosure of such data in accordance with applicable law.

21.
Annually approve the appointment and terms of engagement of the Evaluators, including the qualifications and independence of the Evaluators; review and approve any proposed change in the appointment of the Evaluators, and the reasons for such proposed change including whether there have been disputes between the Evaluators and management.

22.
Annually review Suncor's reserves data and the report of the Evaluators thereon; annually review and make recommendations to the Board of Directors on the approval of (i) the content and filing by the Company of a statement of reserves data ("Statement") and the report thereon of management and the directors to be included in or filed with the Statement, and (ii) the filing of the report of the Evaluators to be included in or filed with the Statement, all in accordance with applicable law.

Risk Management

23.
Periodically review the policies and practices of the Corporation respecting cash management, financial derivatives, financing, credit, insurance, taxation, commodities trading and related matters. Oversee the Board's risk management governance model and processes by conducting periodic reviews with the objective of appropriately reflecting the principal risks of the Corporation's business in the mandate of the Board and its committees. Conduct periodic review and provide oversight on the specific Suncor Principal Risks which have been delegated to the Committee for oversight.

Pension Plan

24.
Review the assets, financial performance, funding status, investment strategy and actuarial reports of the Corporation's pension plan including the terms of engagement of the plan's actuary and fund manager.

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Security

25.
Review on a summary basis any significant physical security management and strategies to address such risks.

Other Matters

26.
Conduct any independent investigations into any matters which come under its scope of responsibilities.

27.
Review any recommended appointees to the office of Chief Financial Officer.

28.
Review and/or approve other financial matters delegated specifically to it by the Board of Directors.

Reporting to the Board

29.
Report to the Board of Directors on the activities of the Audit Committee with respect to the foregoing matters as required at each Board meeting and at any other time deemed appropriate by the Committee or upon request of the Board of Directors.

Approved by resolution of the Board of Directors on November 14, 2017

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   A-3


SCHEDULE "B" – SUNCOR ENERGY INC. POLICY AND PROCEDURES
FOR PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

Pursuant to the Sarbanes-Oxley Act of 2002 and Multilateral Instrument 52-110, the Securities and Exchange Commission and the Ontario Securities Commission respectively has adopted final rules relating to audit committees and auditor independence. These rules require the Audit Committee of Suncor Energy Inc. ("Suncor") to be responsible for the appointment, compensation, retention and oversight of the work of its independent auditor. The Audit Committee must also pre-approve any audit and non-audit services performed by the independent auditor or such services must be entered into pursuant to pre-approval policies and procedures established by the Audit Committee pursuant to this policy.

I.     Statement of Policy

The Audit Committee has adopted this Policy and Procedures for Pre-Approval of Audit and Non-Audit Services (the "Policy"), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor will be pre-approved. The procedures outlined in this Policy are applicable to all Audit, Audit-Related, Tax Services and All Other Services provided by the independent auditor.

II.    Responsibility

Responsibility for the implementation of this Policy rests with the Audit Committee. The Audit Committee delegates its responsibility for administration of this policy to management. The Audit Committee shall not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

III.   Definitions

For the purpose of these policies and procedures and any pre-approvals:

(a)
"Audit services" include services that are a necessary part of the annual audit process and any activity that is a necessary procedure used by the auditor in reaching an opinion on the financial statements as is required under generally accepted auditing standards ("GAAS"), including technical reviews to reach audit judgment on accounting standards;

The
term "audit services" is broader than those services strictly required to perform an audit pursuant to GAAS and include such services as:

(i)
the issuance of comfort letters and consents in connections with offerings of securities;

(ii)
the performance of domestic and foreign statutory audits;

(iii)
Attest services required by statute or regulation;

(iv)
Internal control reviews; and

(v)
Assistance with and review of documents filed with the Canadian Securities administrators, the Securities and Exchange Commission and other regulators having jurisdiction over Suncor and its subsidiaries, and responding to comments from such regulators;

(b)
"Audit-related services" are assurance (e.g. due diligence services) and related services traditionally performed by the external auditors and that are reasonably related to the performance of the audit or review of financial statements and not categorized under "audit fees" for disclosure purposes.
(c)
"Tax services" include, but are not limited to, services related to the preparation of corporate and/or personal tax filings, tax due diligence as it pertains to mergers, acquisitions and/or divestitures, and tax planning;

(d)
"All other services" consist of any other work that is neither an Audit service, nor an Audit-Related service nor a Tax service, the provision of which by the independent auditor is not expressly prohibited by Rule 2-01(c)(7) of Regulation S-X under the Securities and Exchange Act of 1934, as amended. (See Appendix A for a summary of the prohibited services.)

IV.   General Policy

The following general policy applies to all services provided by the independent auditor.

All services to be provided by the independent auditor will require specific pre-approval by the Audit Committee. The Audit Committee will not approve engaging the independent auditor for services which can reasonably be classified as "tax services" or "all other services" unless a compelling business case can be made for retaining the independent auditor instead of another service provider.

The Audit Committee will not provide pre-approval for services to be provided in excess of twelve months from

B-1   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


The Audit Committee has delegated authority to pre-approve services with an estimated cost not exceeding $100,000 in accordance with this Policy to the Chairman of the Audit Committee. The delegate member of the Audit Committee must report any pre-approval decision to the Audit Committee at its next meeting.

The Chairman of the Audit Committee may delegate his authority to pre-approve services to another sitting member of the Audit Committee provided that the recipient has also been delegated the authority to act as Chairman of the Audit Committee in the Chairman's absence. A resolution of the Audit Committee is required to evidence the Chairman's delegation of authority to another Audit Committee member under this policy.

The Audit Committee will, from time to time, but no less than annually, review and pre-approve the services that may be provided by the independent auditor.

The Audit Committee must establish pre-approval fee levels for services provided by the independent auditor on an annual basis. On at least a quarterly basis, the Audit Committee will be provided with a detailed summary of fees paid to the independent auditor and the nature of the services provided, and a forecast of fees and services that are expected to be provided during the remainder of the fiscal year.

The Audit Committee will not approve engaging the independent auditor to provide any prohibited non-audit services as set forth in Appendix A.

The Audit Committee shall evidence their pre-approval for services to be provided by the independent auditor as follows:

(a)
In situations where the Chairman of the Audit Committee pre-approves work under his delegation of authority, the Chairman will evidence his pre-approval by signing and dating the pre-approval request form, attached as Appendix B. If it is not practicable for the Chairman to complete the form and transmit it to the Company prior to engagement of the independent audit, the Chairman may provide verbal or email approval of the engagement, followed up by completion of the request form at the first practical opportunity.

(b)
In all other situations, a resolution of the Audit Committee is required.

All audit and non-audit services to be provided by the independent auditors shall be provided pursuant to an engagement letter that shall:

(a)
be in writing and signed by the auditors;

(b)
specify the particular services to be provided;

(c)
specify the period in which the services will be performed;

(d)
specify the estimated total fees to be paid, which shall not exceed the estimated total fees approved by the Audit Committee pursuant to these procedures, prior to application of the 10% overrun;

(e)
include a confirmation by the auditors that the services are not within a category of services the provision of which would impair their independence under applicable law and Canadian and U.S. generally accepted accounting standards.

The Audit Committee pre-approval permits an overrun of fees pertaining to a particular engagement of no greater than 10% of the estimate identified in the associated engagement letter. The intent of the overrun authorization is to ensure on an interim basis only, that services can continue pending a review of the fee estimate, and, if required, further Audit Committee approval of the overrun. If an overrun is expected to exceed the 10% threshold, as soon as the overrun is identified, the Audit Committee or its designate must be notified and an additional pre-approval obtained prior to the engagement continuing.

V.    Responsibilities of External Auditors

To support the independence process, the independent auditors will:

(a)
Confirm in each engagement letter that performance of the work will not impair independence;

(b)
Satisfy the Audit Committee that they have in place comprehensive internal policies and processes to ensure adherence, world-wide, to independence requirements, including robust monitoring and communications;

(c)
Provide communication and confirmation to the Audit Committee regarding independence on at least a quarterly basis;

(d)
Maintain registration by the Canadian Public Accountability Board and the U.S. Public Company Accounting Oversight Board; and

(e)
Review their partner rotation plan and advise the Audit Committee on an annual basis.

In addition, the external auditors will:

(f)
Provide regular, detailed fee reporting including balances in the "Work in Progress" account;

(g)
Monitor fees and notify the Audit Committee as soon as a potential overrun is identified.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   B-2


VI.  Disclosures

Suncor will, as required by applicable law, annually disclose its pre-approval policies and procedures, and will provide the required disclosure concerning the amounts of audit fees, audit-related fees, tax fees and all other fees paid to its outside auditors in its filings with the SEC.

Approved and Accepted April 28, 2004

B-3   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


Appendix A – Prohibited Non-Audit Services

An external auditor is not independent if, at any point during the audit and professional engagement period, the auditor provides the following non-audit services to an audit client.

Bookkeeping or other services related to the accounting records or financial statements of the audit client. Any service, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of Suncor's financial statements, including:

Maintaining or preparing the audit client's accounting records;

Preparing Suncor's financial statements that are filed with the SEC or that form the basis of financial statements filed with the SEC; or

Preparing or originating source data underlying Suncor's financial statements.

Financial information systems design and implementation. Any service, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of Suncor's financial statements, including:

Directly or indirectly operating, or supervising the operation of, Suncor's information systems or managing Suncor's local area network; or

Designing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to Suncor's financial statements or other financial information systems taken as a whole.

Appraisal or valuation services, fairness opinions or contribution-in-kind reports. Any appraisal service, valuation service or any service involving a fairness opinion or contribution-in-kind report for Suncor, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of Suncor's financial statements.

Actuarial services. Any actuarially-oriented advisory service involving the determination of amounts recorded in the financial statements and related accounts for Suncor other than assisting Suncor in understanding the methods, models, assumptions, and inputs used in computing an amount, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of Suncor's financial statements.

Internal audit outsourcing services. Any internal audit service that has been outsourced by Suncor that relates to Suncor's internal accounting controls, financial systems or financial statements, unless it is reasonable to conclude that the result of these services will not be subject to audit procedures during an audit of Suncor's financial statements.

Management functions. Acting, temporarily or permanently, as a director, officer, or employee of Suncor, or performing any decision-making, supervisory, or ongoing monitoring function for Suncor.

Human resources. Any of the following:

Searching for or seeking out prospective candidates for managerial, executive, or director positions;

Engaging in psychological testing, or other formal testing or evaluation programs;

Undertaking reference checks of prospective candidates for an executive or director position;

Acting as a negotiator on Suncor's behalf, such as determining position, status or title, compensation, fringe benefits, or other conditions of employment; or

Recommending, or advising Suncor to hire a specific candidate for a specific job (except that an accounting firm may, upon request by Suncor, interview candidates and advise Suncor on the candidate's competence for financial accounting, administrative, or control positions).

Broker-dealer, investment adviser or investment banking services. Acting as a broker-dealer (registered or unregistered), promoter, or underwriter, on behalf of Suncor, making investment decisions on behalf of Suncor or otherwise having discretionary authority over Suncor's investments, executing a transaction to buy or sell Suncor's investment, or having custody of Suncor's assets, such as taking temporary possession of securities purchased by Suncor.

Legal services. Providing any service to Suncor that, under circumstances in which the service is provided, could be provided only by someone licenced, admitted, or otherwise qualified to practice law in the jurisdiction in which the service is prohibited.

Expert services unrelated to the audit. Providing an expert opinion or other expert service for Suncor, or Suncor's legal representative, for the purpose of advocating Suncor's interest in litigation or in a regulatory or administrative proceeding or investigation. In any litigation or regulatory or administrative proceeding or investigation, an accountant's independence shall not be deemed to be impaired if the accountant provides factual accounts, including testimony, of work performed or explains the positions taken or conclusions reached during the performance of any service provided by the accountant for Suncor.

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   B-4


Appendix B – Pre-Approval Request Form

NATURE OF WORK   ESTIMATED FEES
(Cdn$)

     

     

     

     

Total    

 
 
 
 

 
Date   Signature

B-5   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


SCHEDULE "C" – FORM 51-101F2 REPORT ON RESERVES DATA BY
INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR

To the board of directors of Suncor Energy Inc. (the "Company"):

1.
We have evaluated the Company's reserves data as at December 31, 2017. The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2017, estimated using forecast prices and costs.

2.
The reserves data are the responsibility of the Company's management. Our responsibility is to express an opinion on the reserves data based on our evaluation.

3.
We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the "COGE Handbook") maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter).

4.
Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with principles and definitions presented in the COGE Handbook.

5.
The following table shows the net present value of future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Company evaluated for the year ended December 31, 2017, and identifies the respective portions thereof that we have evaluated and reported on to the Company's management and board of directors:
Independent Qualified   Effective Date of   Location of Reserves
(Country or Foreign
  Net Present Value of Future Net Revenue
(before income taxes,
10% discount rate, $ millions)

Reserves Evaluator   Evaluation Report   Geographic Area)   Audited   Evaluated   Reviewed   Total  

GLJ Petroleum Consultants Ltd.   December 31, 2017   Oil Sands In Situ,
Canada
    24 284     24 284  

GLJ Petroleum Consultants Ltd.   December 31, 2017   Oil Sands Mining,
Canada
    31 007     31 007  

              55 291     55 291  

6.
In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied. We express no opinion on the reserves data that we reviewed but did not audit or evaluate.

7.
We have no responsibility to update our reports referred to in paragraph 5 for events and circumstances occurring after the effective date of our reports.

8.
Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

EXECUTED as to our report referred to above:

GLJ Petroleum Consultants Ltd., Calgary, Alberta, Canada, March 1, 2018

"Caralyn P. Bennett"

Caralyn P. Bennett, P.Eng.
Executive Vice-President, Chief Strategy Officer

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   C-1


SCHEDULE "D" – FORM 51-101F2 REPORT ON RESERVES DATA BY
INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR

To the board of directors of Suncor Energy Inc. (the "Company"):

1.
We have evaluated the Company's reserves data as at December 31, 2017. The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at December 31, 2017, estimated using forecast prices and costs.

2.
The reserves data are the responsibility of the Company's management. Our responsibility is to express an opinion on the reserves data based on our evaluation.

3.
We carried out our evaluation in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the "COGE Handbook") maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter).

4.
Those standards require that we plan and perform an evaluation to obtain reasonable assurance as to whether the reserves data are free of material misstatement. An evaluation also includes assessing whether the reserves data are in accordance with principles and definitions presented in the COGE Handbook.

5.
The following table shows the net present value of future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Company evaluated for the year ended December 31, 2017, and identifies the respective portions thereof that we have evaluated and reported on to the Company's management and board of directors:
Independent Qualified   Effective Date of   Location of Reserves
(Country or Foreign
  Net Present Value of Future Net Revenue
(before income taxes,
10% discount rate, $ millions)

Reserves Evaluator   Evaluation Report   Geographic Area)   Audited   Evaluated   Reviewed   Total  

Sproule Associates Limited   December 31, 2017   East Coast Canada,
Newfoundland Offshore, Canada
    6 090     6 090  

Sproule Associates Limited   December 31, 2017   North America Onshore,
Western Canada
    17     17  

Sproule International Limited   December 31, 2017   North Sea, United Kingdom     3 094     3 094  

Sproule International Limited   December 31, 2017   North Sea, Norway     322     322  

              9 523     9 523  

6.
In our opinion, the reserves data respectively evaluated by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied. We express no opinion on the reserves data that we reviewed but did not audit or evaluate.

7.
We have no responsibility to update our reports referred to in paragraph 5 for events and circumstances occurring after the effective date of our reports.

8.
Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

EXECUTED as to our report referred to above:

Sproule Associates Limited and Sproule International Limited, Calgary, Alberta, Canada, March 1, 2018

"Cameron P. Six"

Cameron P. Six, P.Eng.
President and CEO

D-1   2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.


SCHEDULE "E" – FORM 51-101F3 REPORT OF MANAGEMENT AND DIRECTORS ON RESERVES DATA AND OTHER INFORMATION

Management of Suncor Energy Inc. (the "Company") are responsible for the preparation and disclosure of information with respect to the Company's oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data.

Independent qualified reserves evaluators have evaluated the Company's reserves data. The reports of the independent qualified reserves evaluators will be filed with securities regulatory authorities concurrently with this report.

The Audit Committee of the board of directors of the Company has:

(a)
reviewed the Company's procedures for providing information to the independent qualified reserves evaluators;

(b)
met with the independent qualified reserves evaluators to determine whether any restrictions affected the ability of the independent qualified reserves evaluators to report without reservation; and

(c)
reviewed the reserves data with management and the independent qualified reserves evaluators.

The Audit Committee of the board of directors has reviewed the Company's procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The board of directors has, on the recommendation of the Audit Committee, approved:

(a)
the content and filing with securities regulatory authorities of Form 51-101F1 containing reserves data and other oil and gas information;

(b)
the filing of Form 51-101F2 which is the report of the independent qualified reserves evaluators on the reserves data; and

(c)
the content and filing of this report.

Because the reserves data are based on judgments regarding future events, actual results will vary and the variations may be material.

" Steven W. Williams "

STEVEN W. WILLIAMS
President and Chief Executive Officer

" Mark S. Little "

MARK S. LITTLE
Chief Operating Officer

" Michael M. Wilson "

MICHAEL M. WILSON
Chair of the Board of Directors

" Patricia M. Bedient "

PATRICIA M. BEDIENT
Chair of the Audit Committee

March 1, 2018

2017  ANNUAL INFORMATION FORM   Suncor Energy Inc.   E-1










GRAPHIC
























LOGO

   
Suncor Energy Inc.
     150 - 6 Avenue S.W., Calgary, Alberta, Canada T2P 3E3
     T: 403-296-8000


     
Suncor.com








UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking

        Suncor Energy Inc. (the "Registrant") undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission ("SEC"), and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

B.    Consent to Service of Process

        The Registrant has filed previously with the SEC a Form F-X in connection with the Common Shares.


DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

        See pages 77 and 78 of Exhibit 99-1 and pages 65 and 66 of Exhibit 99-2.


ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

        See pages 79 and 80 of Exhibit 99-1.


AUDIT COMMITTEE FINANCIAL EXPERT

        See pages 75 and 76 of Annual Information Form.


CODE OF ETHICS

        See pages 24 and 25 of Annual Information Form.


FEES PAID TO PRINCIPAL ACCOUNTANT

        See page 76 of Annual Information Form.


AUDIT COMMITTEE PRE-APPROVAL POLICIES

        See Schedule "B" of Annual Information Form.


APPROVAL OF NON-AUDIT SERVICES

        See Schedule "B" of Annual Information Form.


OFF-BALANCE SHEET ARRANGEMENTS

        See page 51 of Exhibit 99-2.


TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

        See page 51 of Exhibit 99-2.


IDENTIFICATION OF THE AUDIT COMMITTEE

        See page 75 of Annual Information Form.



EXHIBIT INDEX

Exhibit No.
  Description
 

99-1

  Audited Consolidated Financial Statements of Suncor Energy Inc. for the fiscal year ended December 31, 2017
 

99-2

 

Management's Discussion and Analysis for the fiscal year ended December 31, 2017, dated March 1, 2018

 

99-3

 

Consent of PricewaterhouseCoopers LLP

 

99-4

 

Consent of GLJ Petroleum Consultants Ltd.

 

99-5

 

Consent of Sproule Associates Limited and Sproule International Limited

 

99-6

 

Certificate of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a)

 

99-7

 

Certificate of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a)

 

99-8

 

Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Enacted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

99-9

 

Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Enacted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

99-10

 

Supplementary Oil and Gas Disclosure

 

101

 

Interactive data files with respect to the Annual Consolidated Financial Statements of Suncor Energy Inc. for the fiscal year ended December 31, 2017



SIGNATURES

        Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

  SUNCOR ENERGY INC.

DATE: March 1, 2018

       

 

PER:

 

/s/ ALISTER COWAN


Alister Cowan
Executive Vice President and Chief
Financial Officer



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INCORPORATION BY REFERENCE
ANNUAL INFORMATION FORM
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
FEES PAID TO PRINCIPAL ACCOUNTANT
AUDIT COMMITTEE PRE-APPROVAL POLICIES
APPROVAL OF NON-AUDIT SERVICES
OFF-BALANCE SHEET ARRANGEMENTS
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
IDENTIFICATION OF THE AUDIT COMMITTEE
EXHIBIT INDEX
SIGNATURES

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EXHIBIT 99-1


Audited Consolidated Financial Statements of Suncor Energy Inc. for the fiscal
year ended December 31, 2017


MANAGEMENT'S STATEMENT
OF RESPONSIBILITY FOR FINANCIAL REPORTING

The management of Suncor Energy Inc. is responsible for the presentation and preparation of the accompanying consolidated financial statements of Suncor Energy Inc. and all related financial information contained in the Annual Report, including Management's Discussion and Analysis.

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to publically accountable enterprises, which is within the framework of International Financial Reporting Standards as issued by the International Accounting Standards Board incorporated into the CICA Handbook Part 1. They include certain amounts that are based on estimates and judgments.

In management's opinion, the consolidated financial statements have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies adopted by management. If alternate accounting methods exist, management has chosen those policies it deems the most appropriate in the circumstances. In discharging its responsibilities for the integrity and reliability of the financial statements, management maintains and relies upon a system of internal controls designed to ensure that transactions are properly authorized and recorded, assets are safeguarded against unauthorized use or disposition and liabilities are recognized. These controls include quality standards in hiring and training of employees, formalized policies and procedures, a corporate code of conduct and associated compliance program designed to establish and monitor conflicts of interest, the integrity of accounting records and financial information among others, and employee and management accountability for performance within appropriate and well-defined areas of responsibility.

The system of internal controls is further supported by the professional staff of an internal audit function who conduct periodic audits of the company's financial reporting.

The Audit Committee of the Board of Directors, currently composed of five independent directors, reviews the effectiveness of the company's financial reporting systems, management information systems, internal control systems and internal auditors. It recommends to the Board of Directors the external auditor to be appointed by the shareholders at each annual meeting and reviews the independence and effectiveness of their work. In addition, it reviews with management and the external auditor any significant financial reporting issues, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material for financial reporting purposes. The Audit Committee appoints the independent reserve consultants. The Audit Committee meets at least quarterly to review and approve interim financial statements prior to their release, as well as annually to review Suncor's annual financial statements and Management's Discussion and Analysis, Annual Information Form/Form 40-F, and annual reserves estimates, and recommend their approval to the Board of Directors. The internal auditors and the external auditor, PricewaterhouseCoopers LLP, have unrestricted access to the company, the Audit Committee and the Board of Directors.

SIG SIG

Steven W. Williams

Alister Cowan
President and Chief Executive Officer Executive Vice President and Chief Financial Officer

March 1, 2018

2017  ANNUAL REPORT   Suncor Energy Inc.   77


The following report is provided by management in respect of the company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934):

MANAGEMENT'S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING

1.
Management is responsible for establishing and maintaining adequate internal control over the company's financial reporting.

2.
Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) in Internal Control – Integrated Framework to evaluate the effectiveness of the company's internal control over financial reporting.

3.
Management has assessed the effectiveness of the company's internal control over financial reporting as at December 31, 2017, and has concluded that such internal control over financial reporting was effective as of that date. Additionally, based on this assessment, management determined that there were no material weaknesses in internal control over financial reporting as at December 31, 2017. Because of inherent limitations, systems of internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

4.
The effectiveness of the company's internal control over financial reporting as at December 31, 2016 has been audited by PricewaterhouseCoopers LLP, independent auditor, as stated in their report which appears herein.
SIG SIG

Steven W. Williams

Alister Cowan
President and Chief Executive Officer Executive Vice President and Chief Financial Officer

March 1, 2018

78   2017  ANNUAL REPORT   Suncor Energy Inc.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Suncor Energy Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying Consolidated Balance Sheets of Suncor Energy Inc. and its subsidiaries, (together, the "Company") as of December 31, 2017 and 2016, and the related Consolidated Statements of Comprehensive Income, Shareholders' Equity and Cash Flows for the years then ended, including the related notes (collectively referred to as the "Consolidated Financial Statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and limitations of internal control over financial reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection

2017  ANNUAL REPORT   Suncor Energy Inc.   79


of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


LOGO

 

Chartered Professional Accountants

 
Calgary, Alberta  

March 1, 2018

We have served as the Company's auditor since 1972.

80   2017  ANNUAL REPORT   Suncor Energy Inc.


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31 ($ millions)   Notes   2017   2016    

Revenues and Other Income                

  Operating revenues, net of royalties   6   32 051   26 807    

  Other income   9   125   161    

        32 176   26 968    


Expenses

 

 

 

 

 

 

 

 

  Purchases of crude oil and products       11 121   9 877    

  Operating, selling and general   10 and 27   9 245   9 150    

  Transportation       1 037   1 072    

  Depreciation, depletion, amortization and impairment   11 and 18   5 601   6 117    

  Exploration       104   289    

  Gain on disposal of assets   36 and 37   (602 ) (68 )  

  Financing (income) expense   12   (246 ) 445    

        26 260   26 882    

Earnings before Income Taxes       5 916   86    

Income Tax Expense (Recovery)   13            

  Current       1 209   153    

  Deferred       249   (512 )  

        1 458   (359 )  

Net Earnings       4 458   445    


Net Earnings Attributable to:

 

 

 

 

 

 

 

 

  Common Shareholders       4 458   434    

  Non-controlling interest   7     11    

        4 458   445    


Other Comprehensive (Loss) Income

 

 

 

 

 

 

 

 

  Items That May be Subsequently Reclassified to Earnings:                

    Foreign currency translation adjustment       (198 ) (258 )  

  Items That Will Not be Reclassified to Earnings:                

    Actuarial gain (loss) on employee retirement benefit plans, net of income taxes       31   (24 )  


Other Comprehensive Loss

 

 

 

(167

)

(282

)

 


Total Comprehensive Income

 

 

 

4 291

 

163

 

 


Per Common Share (dollars)

 

14

 

 

 

 

 

 

  Net earnings – basic and diluted       2.68   0.28    

  Net earnings – attributable to common shareholders – basic and diluted       2.68   0.27    

Cash dividends       1.28   1.16    

The accompanying notes are an integral part of the consolidated financial statements.

2017  ANNUAL REPORT   Suncor Energy Inc.   81


CONSOLIDATED BALANCE SHEETS

($ millions)   Notes   December 31
2017
  December 31
2016
 

Assets              

  Current assets              

    Cash and cash equivalents   15   2 672   3 016  

    Accounts receivable       3 281   3 182  

    Inventories   17   3 468   3 240  

    Income taxes receivable       156   376  

    Assets held for sale   36 and 37     1 205  

  Total current assets       9 577   11 019  

  Property, plant and equipment, net   11, 18, 34, 35, 36, 37 and 38   73 493   71 259  

  Exploration and evaluation   19   2 052   2 038  

  Other assets   20   1 211   1 248  

  Goodwill and other intangible assets   21   3 061   3 075  

  Deferred income taxes   13   100   63  

  Total assets       89 494   88 702  


Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

  Current liabilities              

    Short-term debt   22   2 136   1 273  

    Current portion of long-term debt   22   71   54  

    Accounts payable and accrued liabilities       6 203   5 588  

    Current portion of provisions   25   722   781  

    Income taxes payable       425   224  

    Liabilities associated with assets held for sale   36 and 37     197  

  Total current liabilities       9 557   8 117  

  Long-term debt   22   13 372   16 103  

  Other long-term liabilities   23 and 38   2 412   2 067  

  Provisions   25   7 237   6 542  

  Deferred income taxes   13   11 533   11 243  

  Equity       45 383   44 630  

  Total liabilities and shareholders' equity       89 494   88 702  

The accompanying notes are an integral part of the consolidated financial statements.

Approved on behalf of the Board of Directors:


SIG

 

SIG

Steven W. Williams

 

Patricia M. Bedient
Director   Director

February 28, 2018

82   2017  ANNUAL REPORT   Suncor Energy Inc.


CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31 ($ millions)   Notes   2017   2016    

Operating Activities                

Net earnings       4 458   445    

Adjustments for:                

  Depreciation, depletion, amortization and impairment       5 601   6 117    

  Deferred income taxes       249   (512 )  

  Accretion       247   269    

  Unrealized foreign exchange gain on U.S. dollar denominated debt       (771 ) (458 )  

  Change in fair value of financial instruments and trading inventory       128   (7 )  

  Gain on disposal of assets       (474 ) (68 )  

  Loss on extinguishment of long-term debt   12   51   99    

  Share-based compensation       31   142    

  Exploration       41   204    

  Settlement of decommissioning and restoration liabilities       (353 ) (269 )  

  Other       (69 ) 26    

  Increase in non-cash working capital   16   (173 ) (308 )  

Cash flow provided by operating activities       8 966   5 680    


Investing Activities

 

 

 

 

 

 

 

 

Capital and exploration expenditures       (6 551 ) (6 582 )  

Cash acquired from Canadian Oil Sands Limited   7     109    

Acquisitions   8, 34 and 35   (308 ) (1 014 )  

Proceeds from disposal of assets (1)       1 611   229    

Other investments       (38 ) (25 )  

Decrease (increase) in non-cash working capital   16   267   (224 )  

Cash flow used in investing activities       (5 019 ) (7 507 )  


Financing Activities

 

 

 

 

 

 

 

 

Net change in short-term debt       981   531    

Repayment of long-term debt       (3 283 ) (1 693 )  

Issuance of long-term debt   22   905   993    

Issuance of common shares under share option plans       228   133    

(Purchase) issuance of common shares   26   (1 413 ) 2 782    

Proceeds from sale of non-controlling interest   38   483      

Dividends paid on common shares       (2 124 ) (1 877 )  

Cash flow (used in) provided by financing activities       (4 223 ) 869    


Decrease in Cash and Cash Equivalents

 

 

 

(276

)

(958

)

 

Effect of foreign exchange on cash and cash equivalents       (68 ) (75 )  

Cash and cash equivalents at beginning of year       3 016   4 049    

Cash and Cash Equivalents at End of Year       2 672   3 016    


Supplementary Cash Flow Information

 

 

 

 

 

 

 

 

Interest paid       941   992    

Income taxes paid (received)       557   (161 )  

(1)
Includes property damage insurance proceeds of $76 million for Syncrude.

The accompanying notes are an integral part of the consolidated financial statements.

2017  ANNUAL REPORT   Suncor Energy Inc.   83


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

($ millions)   Notes   Share
Capital
  Contributed
Surplus
  Accumulated
Other
Comprehensive
Income
  Non-
Controlling
Interest
  Retained
Earnings
  Total   Number of
Common
Shares
(thousands)
   

 

At December 31, 2015

 

 

 

19 466

 

633

 

1 265

 


 

17 675

 

39 039

 

1 446 013

 

 

 
Net earnings             11   434   445      

 
Foreign currency translation adjustment           (258 )     (258 )    

 
Actuarial loss on employee retirement benefit plans, net of income taxes of $5               (24 ) (24 )    

 
Total comprehensive (loss) income           (258 ) 11   410   163      

 
Issued under share option plans       216   (84 )       132   3 983    

 
Issued for cash, net of income taxes of $26   26   2 808           2 808   82 225    

 
Issued for the acquisition of Canadian Oil Sands Limited   7   3 154       1 172     4 326   98 814    

 
Equity transactions to eliminate non-controlling interest in Canadian Oil Sands Limited   7   1 298       (1 183 ) (115 )   36 879    

 
Share-based compensation         39         39      

 
Dividends paid on common shares               (1 877 ) (1 877 )    

 
At December 31, 2016       26 942   588   1 007     16 093   44 630   1 667 914    

 
Net earnings               4 458   4 458      

 
Foreign currency translation adjustment           (198 )     (198 )    

 
Actuarial gain on employee retirement benefit plans, net of income taxes of $19               31   31      

 
Total comprehensive (loss) income           (198 )   4 489   4 291      

 
Issued under share option plans       297   (69 )       228   6 223    

 
Purchase of common shares for cancellation   26   (536 )       (877 ) (1 413 ) (33 154 )  

 
Change in liability for share purchase commitment   26   (97 )       (180 ) (277 )    

 
Share-based compensation         48         48      

 
Dividends paid on common shares               (2 124 ) (2 124 )    

 
At December 31, 2017       26 606   567   809     17 401   45 383   1 640 983    

 

The accompanying notes are an integral part of the consolidated financial statements.

84   2017  ANNUAL REPORT   Suncor Energy Inc.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. REPORTING ENTITY AND DESCRIPTION OF THE BUSINESS

Suncor Energy Inc. (Suncor or the company) is an integrated energy company headquartered in Canada. Suncor's operations include oil sands development and upgrading, onshore and offshore oil and gas production, petroleum refining, and product marketing primarily under the Petro-Canada brand. The consolidated financial statements of the company comprise the company and its subsidiaries and the company's interests in associates and joint arrangement entities.

The address of the company's registered office is 150 – 6th Avenue S.W., Calgary, Alberta, Canada, T2P 3E3.

2. BASIS OF PREPARATION

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and Canadian generally accepted accounting principles (GAAP) as contained within Part 1 of the Canadian Institute of Chartered Professional Accountants Handbook.

Suncor's accounting policies are based on IFRS issued and outstanding for all periods presented in these consolidated financial statements. These consolidated financial statements were approved by the Board of Directors on February 28, 2018.

(b) Basis of Measurement

The consolidated financial statements are prepared on a historical cost basis except as detailed in the accounting policies disclosed in note 3. The accounting policies described in note 3 have been applied consistently to all periods presented in these consolidated financial statements.

(c) Functional Currency and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is the company's functional currency.

(d) Use of Estimates, 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 judgments used in the preparation of the consolidated financial statements are described in note 4.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The company consolidates its interests in entities it controls. Control comprises the power to govern an entity's financial and operating policies to obtain benefits from its activities, and is a matter of judgment. All intercompany balances and transactions are eliminated in preparing the consolidated financial statements.

Certain of the company's activities are conducted through joint operations, and the consolidated financial statements reflect the company's proportionate share of the joint operations' assets, liabilities, revenues and expenses, on a line-by-line basis.

(b) Joint Arrangements

Joint arrangements represent arrangements in which two or more parties have joint control established by a contractual agreement. Joint control only exists when decisions about the activities that most significantly affect the returns of the investee are unanimous. Joint arrangements can be classified as either a joint operation or a joint venture. The classification of joint arrangements requires judgment. In determining the classification of its joint arrangements the company considers the contractual rights and obligations of each investor and, whether the legal structure of the joint arrangement gives the entity direct rights to the assets and obligations for the liabilities.

Where the company has rights to the assets and obligations for the liabilities of a joint arrangement, such arrangement is classified as a joint operation and the company's share of the assets, liabilities, revenues and expenses is included in the consolidated financial statements.

Where the company has rights to the net assets of an arrangement, the arrangement is classified as a joint venture and accounted for using the equity method of accounting. Under the equity method, the company's initial investment is

2017  ANNUAL REPORT   Suncor Energy Inc.   85



recognized at cost and subsequently adjusted for the company's share of the joint venture's income or loss, less distributions received.

(c) Foreign Currency Translation

Functional currencies of the company's individual entities are the currency of the primary economic environment in which the entity operates. Transactions in foreign currencies are translated to the appropriate functional currency at foreign exchange rates that approximate those on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the appropriate functional currency at foreign exchange rates as at the balance sheet date. Foreign exchange differences arising on translation are recognized in net earnings. Non-monetary assets that are measured in a foreign currency at historical cost are translated using the exchange rate at the date of the transaction.

In preparing the company's consolidated financial statements, the financial statements of each entity are translated into Canadian dollars. The assets and liabilities of foreign operations are translated into Canadian dollars at exchange rates as at the balance sheet date. Revenues and expenses of foreign operations are translated into Canadian dollars using foreign exchange rates that approximate those on the date of the underlying transaction. Foreign exchange differences are recognized in Other Comprehensive Income.

If the company or any of its entities disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the accumulated foreign currency translation gains or losses related to the foreign operation are recognized in net earnings.

(d) Revenues

Revenue from the sale of crude oil, natural gas, natural gas liquids, purchased products and refined petroleum products is recorded when title passes to the customer and collection is reasonably assured. Revenue from properties in which the company has an interest with other producers is recognized on the basis of the company's net working interest. For operations not pursuant to production sharing contracts (PSCs), crude oil and natural gas sold below or above the company's working-interest share of production results in production underlifts or overlifts, respectively. Underlifts are recorded as a receivable at market value with a corresponding increase to revenues, while overlifts are recorded as a payable at market value with a corresponding decrease to revenues. Changes in the value of underlifted or overlifted barrels are recognized in revenue when the barrels are settled. Revenue from oil and natural gas production is recorded net of royalty expense.

International operations conducted pursuant to PSCs are reflected in the consolidated financial statements based on the company's working interest. Each PSC establishes the exploration, development and operating costs the company is required to fund and establishes specific terms for the company to recover these costs and to share in the production profits. Cost recovery is generally limited to a specified percentage of production during each fiscal year (Cost Recovery Oil). Any Cost Recovery Oil remaining after costs have been recovered is referred to as Excess Petroleum and is shared between the company and the respective government. Assuming collection is reasonably assured, the company's share of Cost Recovery Oil and Excess Petroleum are reported as revenue when the sale of product to a third party occurs. Revenue also includes income taxes paid on the company's behalf by government joint venture partners.

(e) Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks, term deposits, certificates of deposit and all other highly liquid investments at the time of purchase.

(f) Inventories

Inventories of crude oil and refined products, other than inventories held for trading purposes, are valued at the lower of cost, using the first-in, first-out method, and net realizable value. Costs include direct expenditures incurred in bringing an item or product to its existing condition and location. Materials and supplies are valued at the lower of average cost and net realizable value.

Inventories held for trading purposes in the company's energy trading operations are carried at fair value less costs of disposal, and any changes in fair value are recognized within Other Income.

(g) Assets Held for Sale

Assets and liabilities are classified as held for sale if their carrying amounts are expected to be recovered through a disposition rather than through continuing use. The assets or disposal groups are measured at the lower of their carrying amount and estimated fair value less costs of disposal. Impairment losses on initial classification as well as subsequent gains or losses on remeasurement are recognized in Depreciation, Depletion, Amortization and Impairment. When the assets or

86   2017  ANNUAL REPORT   Suncor Energy Inc.



disposal groups are sold, the gains or losses on the sale are recognized in Gain on Disposal of Assets. Assets classified as held for sale are not depreciated, depleted or amortized.

(h) Exploration and Evaluation Assets

The costs to acquire non-producing oil and gas properties or licences to explore, drill exploratory wells and the costs to evaluate the commercial potential of underlying resources, including related borrowing costs, are initially capitalized as Exploration and Evaluation assets. Certain exploration costs, including geological, geophysical and seismic expenditures and delineation on oil sands properties, are charged to Exploration expense as incurred.

Exploration and Evaluation assets are subject to technical, commercial and management review to confirm the continued intent to develop and extract the underlying resources. If an area or exploration well is no longer considered commercially viable, the related capitalized costs are charged to Exploration expense.

When management determines with reasonable certainty that an Exploration and Evaluation asset will be developed, as evidenced by the classification of proved or probable reserves and the appropriate internal and external approvals, the asset is transferred to Property, Plant and Equipment.

(i) Property, Plant and Equipment

Property, Plant and Equipment are initially recorded at cost.

The costs to acquire developed or producing oil and gas properties, and to develop oil and gas properties, including completing geological and geophysical surveys and drilling development wells, and the costs to construct and install development infrastructure, such as wellhead equipment, well platforms, well pairs, offshore platforms and subsea structures, are capitalized as oil and gas properties within Property, Plant and Equipment.

The costs to construct, install and commission, or acquire, oil and gas production equipment, including oil sands upgraders, extraction plants, mine equipment, processing and power generation facilities, utility plants, and all renewable energy, refining, and marketing assets, are capitalized as plant and equipment within Property, Plant and Equipment.

Stripping activity required to access oil sands mining resources incurred in the initial development phase is capitalized as part of the construction cost of the mine. Stripping costs incurred in the production phase are charged to expense as they normally relate to production for the current period.

The costs of planned major inspection, overhaul and turnaround activities that maintain Property, Plant and Equipment and benefit future years of operations are capitalized. Recurring planned maintenance activities performed on shorter intervals are expensed as operating costs. Replacements outside of a major inspection, overhaul or turnaround are capitalized when it is probable that future economic benefits will be realized by the company and the associated carrying amount of the replaced component is derecognized.

Leases that transfer substantially all the benefits and risks of ownership to the company are recorded as finance lease assets within Property, Plant and Equipment. Costs for all other leases are recorded as operating expense as incurred.

Borrowing costs relating to assets that take a substantial period of time to construct are capitalized as part of the asset. Capitalization of borrowing costs ceases when the asset is in the location and condition necessary for its intended use, and is suspended when construction of an asset is ceased for extended periods.

(j) Depreciation, Depletion and Amortization

Exploration and Evaluation assets are not subject to depreciation, depletion and amortization. Once transferred to oil and gas properties within Property, Plant and Equipment and commercial production commences, these costs are depleted on a unit-of-production basis over proved developed reserves, with the exception of exploration and evaluation costs associated with oil sands mines, which are depreciated on a straight-line basis over the life of the mine, and property acquisition costs, which are depleted over proved reserves.

Capital expenditures are not depreciated or depleted until assets are substantially complete and ready for their intended use.

Costs to develop oil and gas properties other than certain oil sands mining assets, including costs of dedicated infrastructure, such as well pads and wellhead equipment, are depleted on a unit-of-production basis over proved developed reserves. A portion of these costs may not be depleted if they relate to undeveloped reserves. Costs related to offshore facilities are depleted over proved and probable reserves. Costs to develop and construct oil sands mines are depreciated on a straight-line basis over the life of the mine.

2017  ANNUAL REPORT   Suncor Energy Inc.   87


Major components of Property, Plant and Equipment are depreciated on a straight-line basis over their expected useful lives.


Oil sands upgraders, extraction plants and mine facilities   20 to 40 years

Oil sands mine equipment   5 to 15 years

Oil sands in situ processing facilities   30 years

Power generation and utility plants   30 to 40 years

Refineries and other processing plants   20 to 40 years

Marketing and other distribution assets   10 to 40 years

The costs of major inspection, overhaul and turnaround activities that are capitalized are depreciated on a straight-line basis over the period to the next scheduled activity, which varies from two to five years.

Depreciation, depletion and amortization rates are reviewed annually or when events or conditions occur that impact capitalized costs, reserves or estimated service lives.

(k) Goodwill and Other Intangible Assets

The company accounts for business combinations using the acquisition method. The excess of the purchase price over the fair value of the identifiable net assets represents goodwill, and is allocated to the cash generating units (CGUs) or groups of CGUs expected to benefit from the business combination.

Other intangible assets include acquired customer lists and brand value.

Goodwill and brand value have indefinite useful lives and are not subject to amortization. Customer lists are amortized over their expected useful lives, which range from five to ten years. Expected useful lives of other intangible assets are reviewed on an annual basis.

(l) Impairment of Assets

Non-Financial Assets

Property, Plant and Equipment and Exploration and Evaluation assets are reviewed quarterly to assess whether there is any indication of impairment. Goodwill and intangible assets that have an indefinite useful life are tested for impairment annually. Exploration and Evaluation assets are also tested for impairment immediately prior to being transferred to Property, Plant and Equipment.

If any indication of impairment exists, an estimate of the asset's recoverable amount is calculated as the higher of the fair value less costs of disposal and value-in-use. In determining fair value less costs of disposal, recent market transactions are considered, if available. In the absence of such transactions, an appropriate valuation model is used. Value-in-use is assessed using the present value of the expected future cash flows of the relevant asset. If the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, the asset is tested as part of a CGU, which is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. An impairment loss is the amount by which the carrying amount of the individual asset or CGU exceeds its recoverable amount.

Impairments may be reversed for all CGUs and individual assets, other than goodwill, if there has been a change in the estimates and judgments used to determine the asset's recoverable amount. If such indication exists, the carrying amount of the CGU or asset is increased to its revised recoverable amount which cannot exceed the carrying amount that would have been determined, net of depletion, depreciation and amortization, had no impairment been recognized.

Impairments and impairment reversals are recognized within Depreciation, Depletion, Amortization and Impairment.

Financial Assets

At each reporting date, the company assesses whether there is evidence that financial assets that are carried at amortized cost are impaired. If a financial asset carried at amortized cost is impaired, the impairment is recognized in Operating, Selling and General expense.

88   2017  ANNUAL REPORT   Suncor Energy Inc.



(m) Provisions

Provisions are recognized by the company when it has a legal or constructive obligation as a result of past events, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are recognized for decommissioning and restoration obligations associated with the company's Exploration and Evaluation assets and Property, Plant and Equipment. Provisions for decommissioning and restoration obligations are measured at the present value of management's best estimate of the future cash flows required to settle the present obligation, using the credit-adjusted risk-free interest rate. The value of the obligation is added to the carrying amount of the associated asset and amortized over the useful life of the asset. The provision is accreted over time through Financing Expense with actual expenditures charged against the accumulated obligation. Changes in the future cash flow estimates resulting from revisions to the estimated timing or amount of undiscounted cash flows are recognized as a change in the decommissioning and restoration provision and related asset.

(n) Income Taxes

The company follows the liability method of accounting for income taxes whereby deferred income taxes are recorded for the effect of differences between the accounting and income tax basis of an asset or liability. Deferred income tax assets and liabilities are measured using enacted or substantively enacted income tax rates as at the balance sheet date that are anticipated to apply to taxable income in the years in which temporary differences are anticipated to be recovered or settled. Changes to these balances are recognized in net earnings or in Other Comprehensive Income in the period they occur. Investment tax credits are recorded as a reduction to the related expenditures.

The company recognizes the financial statement impact of a tax filing position when it is probable, based on the technical merits, that the position will be sustained upon audit. The company assesses possible outcomes and their associated probabilities. If the company determines payment is probable, it measures the tax provision at the best estimate of the amount of tax payable.

(o) Pensions and Other Post-Retirement Benefits

The company sponsors defined benefit pension plans, defined contribution pension plans and other post-retirement benefits.

The cost of pension benefits earned by employees in the defined contribution pension plan is expensed as incurred. The cost of defined benefit pension plans and other post-retirement benefits are actuarially determined using the projected unit credit method based on present pay levels and management's best estimates of demographic and financial assumptions. Pension benefits earned during the current year are recorded in Operating, Selling and General expense. Interest costs on the net unfunded obligation are recorded in Financing Expense. Any actuarial gains or losses are recognized immediately through Other Comprehensive Income and transferred directly to Retained Earnings.

The liability recognized on the balance sheet is the present value of the defined benefit obligations net of the fair value of plan assets.

(p) Share-Based Compensation Plans

Under the company's share-based compensation plans, share-based awards may be granted to executives, employees and non-employee directors. Compensation expense is recorded in Operating, Selling and General expense.

Share-based compensation awards that settle in cash or have the option to settle in cash or shares are accounted for as cash-settled plans. These are measured at fair value each reporting period using the Black-Scholes options pricing model. The expense is recognized over the vesting period, with a corresponding adjustment to liabilities. When awards are surrendered for cash, the cash settlement paid reduces the outstanding liability. When awards are exercised for common shares, consideration paid by the holder and the previously recognized liability associated with the options are recorded to Share Capital.

Stock options that give the holder the right to purchase common shares are accounted for as equity-settled plans. The expense is based on the fair value of the options at the time of grant using the Black-Scholes options pricing model and is recognized over the vesting periods of the respective options. A corresponding increase is recorded to Contributed Surplus. Consideration paid to the company on exercise of options is credited to Share Capital and the associated amount in Contributed Surplus is reclassified to Share Capital.

2017  ANNUAL REPORT   Suncor Energy Inc.   89



(q) Financial Instruments

The company classifies its financial instruments into one of the following categories: fair value through profit or loss; assets available for sale; held-to-maturity investments; loans and receivables, and financial liabilities measured at amortized cost. All financial instruments are initially recognized at fair value on the balance sheet, net of any transaction costs except for financial instruments classified as fair value through profit and loss, where transaction costs are expensed as incurred. Subsequent measurement of financial instruments is based on their classification. The company classifies derivative financial instruments as fair value through profit and loss, cash and cash equivalents and accounts receivable as loans and receivables, and accounts payable and accrued liabilities, debt, and other long-term liabilities as other financial liabilities.

In circumstances where the company consolidates a subsidiary in which there are other owners with a non-controlling interest and the subsidiary has a non-discretionary obligation to distribute cash based on a predetermined formula to the non-controlling owners, the non-controlling interest is classified as a financial liability rather than equity in accordance with IAS 32 Financial Instruments: Presentation. The non-controlling interest liability is classified as an amortized cost liability and is presented within Other Long-Term Liabilities. The balance is accreted based on current period interest expense recorded using the effective interest method and decreased based on distributions made to the non-controlling owners.

The company uses derivative financial instruments, such as physical and financial contracts, either to manage certain exposures to fluctuations in interest rates, commodity prices and foreign exchange rates, as part of its overall risk management program. Earnings impacts from derivatives used to manage a particular risk are reported as part of Other Income in the related operating segment. Gains or losses from trading activities are reported in Other Income as part of the Corporate, Energy Trading and Eliminations segment.

Certain physical commodity contracts, when used for trading purposes, are deemed to be derivative financial instruments for accounting purposes. Physical commodity contracts entered into for the purpose of receipt or delivery in accordance with the company's expected purchase, sale or usage requirements are not considered to be derivative financial instruments.

Derivatives embedded in other financial instruments or other host contracts are recorded as separate derivatives when their risks and characteristics are not closely related to those of the host contract.

(r) Hedging Activities

The company may apply hedge accounting to arrangements that qualify for designated hedge accounting treatment. Documentation is prepared at the inception of a hedge relationship in order to qualify for hedge accounting. Designated hedges are assessed at each reporting date to determine if the relationship between the derivative and the underlying hedged exposure is still effective and to quantify any ineffectiveness in the relationship.

If the derivative is designated as a fair value hedge, changes in the fair value of the derivative and in the fair value of the underlying hedged item are recognized in net earnings. If the derivative is designated as a cash flow hedge, the effective portions of the changes in fair value of the derivative are initially recorded in Other Comprehensive Income and are recognized in net earnings when the hedged item is realized. Ineffective portions of changes in the fair value of cash flow hedges are recognized in net earnings immediately. Changes in the fair value of a derivative designated in a fair value or cash flow hedge are recognized in the same line item as the underlying hedged item.

(s) Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares are recognized as a deduction from equity, net of any tax effects. When the company repurchases its own common shares, share capital is reduced by the average carrying value of the shares repurchased. The excess of the purchase price over the average carrying value is recognized as a deduction from Retained Earnings. Shares are cancelled upon repurchase.

(t) Dividend Distributions

Dividends on common shares are recognized in the period in which the dividends are declared by the company's Board of Directors.

(u) Earnings per Share

Basic earnings per share is calculated by dividing the net earnings for the period by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding for dilutive common shares related to the company's share-based compensation plans. The number of shares included is computed using the treasury stock method. Options with tandem stock appreciation rights or cash payment alternatives are

90   2017  ANNUAL REPORT   Suncor Energy Inc.



accounted for as cash-settled plans. As these awards can be exchanged for common shares of the company, they are considered potentially dilutive and are included in the calculation of the company's diluted net earnings per share if they have a dilutive impact in the period.

(v) Emissions Obligations

Emissions obligations are measured at the weighted average cost per unit of emissions expected to be incurred in the compliance period and are recorded in the period in which the emissions occur.

Purchases of emissions rights are recognized as Other Assets on the balance sheet and are measured at historical cost. Emissions rights received by way of grant are recorded at a nominal amount.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements in accordance with IFRS requires management to make estimates and judgments that affect reported assets, liabilities, revenues, expenses, gains, losses, and disclosures of contingencies. These estimates and judgments are subject to change based on experience and new information. The financial statement areas that require significant estimates and judgments are as follows:

Oil and Gas Reserves

Measurements of depletion, depreciation, impairment and decommissioning and restoration obligations are determined in part based on the company's estimate of oil and gas reserves. The estimation of reserves is an inherently complex process and involves the exercise of professional judgment. All reserves have been evaluated at December 31, 2017 by independent qualified reserves evaluators. Oil and gas reserves estimates are based on a range of geological, technical and economic factors, including projected future rates of production, projected future commodity prices, engineering data, and the timing and amount of future expenditures, all of which are subject to uncertainty. Estimates reflect market and regulatory conditions existing at December 31, 2017, which could differ significantly from other points in time throughout the year, or future periods. Changes in market and regulatory conditions and assumptions can materially impact the estimation of net reserves.

Oil and Gas Activities

The company is required to apply judgment when designating the nature of oil and gas activities as exploration, evaluation, development or production, and when determining whether the costs of these activities shall be expensed or capitalized.

Exploration and Evaluation Costs

Certain exploration and evaluation costs are initially capitalized with the intent to establish commercially viable reserves. The company is required to make judgments about future events and circumstances and applies estimates to assess the economic viability of extracting the underlying resources. The costs are subject to technical, commercial and management review to confirm the continued intent to develop the project. Level of drilling success or changes to project economics, resource quantities, expected production techniques, production costs and required capital expenditures are important judgments when making this determination. Management uses judgment to determine when these costs are reclassified to Property, Plant and Equipment based on several factors including the existence of reserves, appropriate approvals from regulatory bodies and the company's internal project approval process.

Determination of Cash Generating Units (CGUs)

A CGU is the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The allocation of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, similar exposure to market risks, shared infrastructures, and the way in which management monitors the operations.

Asset Impairment and Reversals

Management applies judgment in assessing the existence of impairment and impairment reversal indicators based on various internal and external factors.

The recoverable amount of CGUs and individual assets is determined based on the higher of fair value less costs of disposal or value-in-use calculations. The key estimates the company applies in determining the recoverable amount normally include estimated future commodity prices, expected production volumes, future operating and development costs, discount rates, tax rates, and refining margins. In determining the recoverable amount, management may also be required to make

2017  ANNUAL REPORT   Suncor Energy Inc.   91



judgments regarding the likelihood of occurrence of a future event. Changes to these estimates and judgments will affect the recoverable amounts of CGUs and individual assets and may then require a material adjustment to their related carrying value.

Decommissioning and Restoration Costs

The company recognizes liabilities for the future decommissioning and restoration of Exploration and Evaluation assets and Property, Plant and Equipment. Management applies judgment in assessing the existence and extent as well as the expected method of reclamation of the company's decommissioning and restoration obligations at the end of each reporting period. Management also uses judgment to determine whether the nature of the activities performed is related to decommissioning and restoration activities or normal operating activities.

In addition, these provisions are based on estimated costs, which take into account the anticipated method and extent of restoration, technological advances, possible future use of the site, reclamation projects and processes and the water treatment facility. Actual costs are uncertain and estimates can vary as a result of changes to relevant laws and regulations related to the use of certain technologies, the emergence of new technology, operating experience, prices and closure plans. The estimated timing of future decommissioning and restoration may change due to certain factors, including reserves life. Changes to estimates related to future expected costs, discount rates, inflation assumptions, and timing may have a material impact on the amounts presented.

Employee Future Benefits

The company provides benefits to employees, including pensions and other post-retirement benefits. The cost of defined benefit pension plans and other post-retirement benefits received by employees is estimated based on actuarial valuation methods that require professional judgment. Estimates typically used in determining these amounts include, as applicable, rates of employee turnover, future claim costs, discount rates, future salary and benefit levels, the return on plan assets, mortality rates and future medical costs. Changes to these estimates may have a material impact on the amounts presented.

Other Provisions

The determination of other provisions, including, but not limited to, provisions for royalty disputes, onerous contracts, litigation and constructive obligations, is a complex process that involves judgments about the outcomes of future events, the interpretation of laws and regulations, and estimates on timing and amount of expected future cash flows and discount rates.

Income Taxes

Management evaluates tax positions, annually or when circumstances require, which involves judgment and could be subject to differing interpretations of applicable tax legislation. The company recognizes a tax provision when a payment to tax authorities is considered probable. However, the results of audits and reassessments and changes in the interpretations of standards may result in changes to those positions and, potentially, a material increase or decrease in the company's assets, liabilities and net earnings.

Deferred Income Taxes

Deferred tax assets are recognized when it is considered probable that deductible temporary differences will be recovered in the foreseeable future. To the extent that future taxable income and the application of existing tax laws in each jurisdiction differ significantly from the company's estimate, the ability of the company to realize the deferred tax assets could be impacted.

Deferred tax liabilities are recognized when there are taxable temporary differences that will reverse and result in a future outflow of funds to a taxation authority. The company records a provision for the amount that is expected to be settled, which requires judgment as to the ultimate outcome. Deferred tax liabilities could be impacted by changes in the company's judgment of the likelihood of a future outflow and estimates of the expected settlement amount, timing of reversals, and the tax laws in the jurisdictions in which the company operates.

Fair Value of Financial Instruments

The fair value of a financial instrument is determined, whenever possible, based on observable market data. If not available, the company uses third-party models and valuation methodologies that utilize observable market data that includes forward commodity prices, foreign exchange rates and interest rates to estimate the fair value of financial instruments, including derivatives. 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.

92   2017  ANNUAL REPORT   Suncor Energy Inc.



Functional Currency

The designation of the functional currency of the company and each of its subsidiaries is a management judgment based on the composition of revenue and costs in the locations in which it operates.

Fair Value of Share-Based Compensation

The fair values of equity-settled and cash-settled share-based payment awards are estimated using the Black-Scholes options pricing model. These estimates depend on certain assumptions, including share price, volatility, risk-free interest rate, the term of the awards, the forfeiture rate and the annual dividend yield, which, by their nature, are subject to measurement uncertainty.

5. RECENTLY ANNOUNCED ACCOUNTING PRONOUNCEMENTS

The standards, amendments and interpretations that are issued, but not yet effective up to the date of authorization of the company's consolidated financial statements, and that may have an impact on the disclosures and financial position of the company, are disclosed below. The company intends to adopt these standards, amendments and interpretations when they become effective.

Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. It replaces existing revenue recognition guidance and provides a single, principles-based five-step model to be applied to all contracts with customers. The company will retrospectively adopt this standard on the effective date of January 1, 2018. The adoption of this standard will result in a change in presentation between Operating Revenues Net of Royalties and the Operating, Selling and General expense and Transportation expense line items; however, there will be no impact on the company's consolidated net earnings. Additional note disclosure will also be required.

Financial Instruments

In July 2014, IFRS 9 Financial Instruments was issued as a complete standard, including the requirements previously issued related to classification and measurement of financial assets and liabilities, with additional amendments to introduce a new expected loss impairment model for financial assets including credit losses. The company will retrospectively adopt this standard on the effective date of January 1, 2018. IFRS 9 will replace the multiple classification and measurement models for financial assets that currently exist under IAS 39 Financial Instruments, and the basis on which financial assets are measured will determine their classification as either, at amortized cost, fair value through profit and loss, or fair value through other comprehensive income. Therefore, the adoption of this standard will result in a reclassification of financial assets currently classified as loans and receivables to financial assets at amortized cost, however there is no impact to the measurement of these financial assets. There will be no classification or measurement impact to the company's financial liabilities. Therefore, the adoption of this standard will not have any impact on the company's consolidated net earnings.

Leases

In January 2016, the IASB issued IFRS 16 Leases which replaces the existing leasing standard (IAS 17 Leases) and requires the recognition of most leases on the balance sheet. IFRS 16 effectively removes the classification of leases as either finance or operating leases and treats all leases as finance leases for lessees with exemptions for short-term leases where the term is twelve months or less and for leases of low-value items. The accounting treatment for lessors remains essentially unchanged, with the requirement to classify leases as either finance or operating. The company will adopt IFRS 16 on the effective date of January 1, 2019, and has selected the modified retrospective transition approach. Suncor has also elected to apply the optional exemptions for short-term and low-value leases. IFRS 16 is expected to materially increase the company's assets and liabilities, increase Depreciation, Depletion, Amortization expense, increase Financing Expense and reduce Operating, Selling and General expense. Cash payments associated with operating leases are currently presented within Operating Activities. Under IFRS 16 the cash flows will be allocated between Financing Activities for the repayment of the principal liability and Operating Activities for the financing expense. The overall impact to cash flow is unchanged. The company has a transition team to assess the impact of IFRS 16 and implement the necessary changes to accounting systems, business processes and internal controls as a result of the new standard. The transition team is currently in the process of reviewing and categorizing the company's contracts and implementing the required information systems changes; however, it is currently too early to quantify the impacts.

2017  ANNUAL REPORT   Suncor Energy Inc.   93


Share-Based Payments

In June 2016, the IASB issued the final amendments to IFRS 2 Share-based payments that clarify the classification and measurement of share-based payment transactions. This includes the effect of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The adoption of this standard will not have any impact on the company's consolidated financial statements.

Uncertainty over Income Tax Treatments

In June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments.The interpretation clarifies the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The interpretation requires an entity to consider whether it is probable that a taxation authority will accept an uncertain tax treatment. If the entity considers it to be not probable that a taxation authority will accept an uncertain tax provision the interpretation requires the entity to use the most likely amount or the expected value. The amendments are to be applied retrospectively and are effective for annual periods beginning on or after January 1, 2019, with earlier application permitted. The adoption of this amendment will not have any impact on the company's consolidated financial statements.

6. SEGMENTED INFORMATION

The company's operating segments are reported based on the nature of their products and services and management responsibility. The following summary describes the operations in each of the segments:

Oil Sands includes the company's operations in the Athabasca oil sands in Alberta to develop and produce synthetic crude oil and related products, through the recovery and upgrading of bitumen from mining and in situ operations. This segment also includes the company's joint interest in the Fort Hills mining project, partnership in East Tank Farm blending and storage facility, as well as its ownership interest in the Syncrude oil sands mining and upgrading joint operation, located near Fort McMurray, Alberta. The individual operating segments related to mining operations, in situ, Fort Hills and Syncrude have been aggregated into one reportable segment (Oil Sands) due to the similar nature of their business activities, including the production of bitumen, and the single geographic area and regulatory environment in which they operate.

Exploration and Production includes offshore activity in East Coast Canada, with interests in the Hibernia, Terra Nova, White Rose and Hebron oilfields, the exploration and production of crude oil and natural gas at Buzzard and Golden Eagle Area Development, both in the United Kingdom (U. K.), Norway, Libya and Syria, and exploration and production of natural gas and natural gas liquids in Western Canada. Due to unrest in Syria, the company has declared force majeure under its contractual obligations, and Suncor's operations in Syria have been suspended indefinitely. Even though the political situation in Libya has improved, production remains partially shut-in and the timing of a return to normal operations continues to be uncertain.

Refining and Marketing includes the refining of crude oil products, and the distribution and marketing of these and other purchased products through retail stations located in Canada and the United States (U.S.), as well as a previously owned lubricants plant located in Eastern Canada which was sold on February 1, 2017 (note 36).

The company also reports activities not directly attributable to an operating segment under Corporate, Energy Trading and Eliminations. This includes investments in renewables projects.

Intersegment sales of crude oil and natural gas are accounted for at market values and included, for segmented reporting, in revenues of the segment making the transfer and expenses of the segment receiving the transfer. Intersegment balances are

94   2017  ANNUAL REPORT   Suncor Energy Inc.



eliminated on consolidation. Intersegment profit will not be recognized until the related product has been sold to third parties.

For the years ended December 31   Oil Sands   Exploration
and
Production
  Refining and
Marketing
  Corporate,
Energy Trading
and
Eliminations
  Total    
($ millions)   2017   2016   2017   2016   2017   2016   2017   2016   2017   2016    

Revenues and Other Income                                            

Gross revenues   9 586   7 229   3 487   2 329   19 871   17 459   38   55   32 982   27 072    

Intersegment revenues   3 551   2 293     115   92   108   (3 643 ) (2 516 )      

Less: Royalties   (355 ) (52 ) (576 ) (213 )         (931 ) (265 )  

Operating revenues, net of royalties   12 782   9 470   2 911   2 231   19 963   17 567   (3 605 ) (2 461 ) 32 051   26 807    

Other income (loss)   86   26   (14 ) 45   73   16   (20 ) 74   125   161    

    12 868   9 496   2 897   2 276   20 036   17 583   (3 625 ) (2 387 ) 32 176   26 968    

Expenses                                            

Purchases of crude oil and products   623   548       14 011   11 754   (3 513 ) (2 425 ) 11 121   9 877    

Operating, selling and general   6 257   5 777   422   483   2 007   2 203   559   687   9 245   9 150    

Transportation   690   666   86   86   312   366   (51 ) (46 ) 1 037   1 072    

Depreciation, depletion, amortization and impairment   3 782   3 864   1 028   1 381   685   702   106   170   5 601   6 117    

Exploration   15   30   89   259           104   289    

Gain on disposal of assets   (50 ) (33 )     (455 ) (35 ) (97 )   (602 ) (68 )  

Financing expenses (income)   180   234   36   82   15   10   (477 ) 119   (246 ) 445    

    11 497   11 086   1 661   2 291   16 575   15 000   (3 473 ) (1 495 ) 26 260   26 882    

Earnings (Loss) before Income Taxes   1 371   (1 590 ) 1 236   (15 ) 3 461   2 583   (152 ) (892 ) 5 916   86    

Income Tax Expense (Recovery)                                            

Current   192   (363 ) 617   301   941   681   (541 ) (466 ) 1 209   153    

Deferred   170   (78 ) (113 ) (506 ) (138 ) 12   330   60   249   (512 )  

    362   (441 ) 504   (205 ) 803   693   (211 ) (406 ) 1 458   (359 )  

Net Earnings (Loss)   1 009   (1 149 ) 732   190   2 658   1 890   59   (486 ) 4 458   445    

Capital and Exploration Expenditures   5 059   4 724   824   1 139   634   685   34   34   6 551   6 582    

Geographical Information

Operating Revenues, net of Royalties

($ millions)   2017   2016  

Canada   25 629   21 555  

United States   4 252   3 695  

Other foreign   2 170   1 557  

    32 051   26 807  

2017  ANNUAL REPORT   Suncor Energy Inc.   95


Non-Current Assets (1)

($ millions)   Dec 31
2017
  Dec 31
2016
 

Canada   76 091   73 704  

United States   1 712   1 509  

Other foreign   2 014   2 407  

    79 817   77 620  

(1)
Excludes deferred income tax assets.

7. ACQUISITION OF CANADIAN OIL SANDS LIMITED (COS)

On February 5, 2016, Suncor obtained control of Canadian Oil Sands Limited (COS) by acquiring 73% of COS' outstanding common shares in exchange for 0.28 of a Suncor share per COS share tendered. The acquisition resulted in the issuance of 98.9 million Suncor common shares, which had a fair value of $31.88 per share based on the closing price on the Toronto Stock Exchange (TSX) on the acquisition date.

COS owned a 36.74% interest in the Syncrude joint arrangement. Suncor acquired COS to benefit from operating synergies and economies of scale expected from combining the two companies' ownership interests in Syncrude.

Purchase Price Consideration


Number of COS common shares tendered (millions)   353.3  

Multiplied by share exchange ratio   0.28  

Number of Suncor common shares issued (millions)   98.9  

Share price on acquisition date   $31.88  

Fair value of consideration ($ millions)   3 154  

On February 22, 2016, and March 21, 2016, Suncor acquired the remaining outstanding 131.3 million COS shares on the same terms as the initial acquisition, resulting in the issuance of an additional 36.7 million Suncor common shares which resulted in a total acquisition price of $4.452 billion. The estimated fair values of the net assets acquired were not adjusted to reflect the changes in Suncor's share price on the subsequent transaction dates.

96   2017  ANNUAL REPORT   Suncor Energy Inc.



Purchase Price Allocation

The acquisition has been accounted for as a business combination using the acquisition method whereby the net assets acquired and the liabilities assumed are recorded at fair value, except for the employee future benefit liability which is measured as the present value of the net obligation. The purchase price allocation was based on management's best estimates of fair values of COS' assets and liabilities as at February 5, 2016.

($ millions)        

Cash   109    

Accounts receivable   231    

Inventory   135    

Other assets   105    

Property, plant and equipment   9 476    

Exploration and evaluation   602    

Total assets acquired   10 658    

Accounts payable and other liabilities   (375 )  

Long-term debt   (2 639 )  

Employee future benefits   (323 )  

Decommissioning provision   (1 169 )  

Deferred income taxes   (1 826 )  

Total liabilities assumed   (6 332 )  

Net assets of COS   4 326    

Non-controlling interest   (1 172 )  

Net assets acquired   3 154    

The fair values of cash, accounts receivable and other current assets, and accounts payable and other liabilities approximate their carrying values due to the short-term maturity of the instruments. The fair values of crude inventory and long-term debt were determined using quoted prices and rates from available pricing sources. The fair value of materials and supplies inventory approximates book value due to short-term turnover rates. The fair values of property, plant and equipment, and the decommissioning provision were determined using an expected future cash flow approach. Key assumptions used in the calculations were discount rates, future commodity prices and costs, timing of development activities, projections of oil reserves, and cost estimates to abandon and reclaim the mine and facilities.

The following table summarizes the fair value of COS debt acquired by Suncor.

($ millions)   February 5,
2016
 

Fixed-term debt, redeemable at the option of the company      

  7.75% Notes, due 2019 (US$500)   755  

  7.90% Notes, due 2021 (US$250)   389  

  4.50% Notes, due 2022 (US$400)   515  

  8.20% Notes, due 2027 (US$74)   114  

  6.00% Notes, due 2042 (US$300)   316  

Total Notes   2 089  

Credit facility   550  

Total long-term debt   2 639  

2017  ANNUAL REPORT   Suncor Energy Inc.   97


During the second quarter of 2016, the company purchased US$688 million of subsidiary debt acquired through the acquisition of COS. In 2016, the company also repaid the $550 million credit facility acquired in the COS transaction, as well as an additional $50 million which was drawn on the facility subsequent to February 5, 2016.

The non-controlling interest (NCI) was initially measured at the NCI's proportionate share of the net identifiable assets acquired. The subsequent transactions on February 22, 2016, and March 21, 2016, were accounted for as equity transactions with shareholders and eliminated the NCI balance. Suncor recognized the difference between the fair value of the common shares issued and the NCI recorded at February 5, 2016 directly in equity. During the period from February 5, 2016 to March 21, 2016, when Suncor did not own 100% of the equity, net earnings of $11 million were earned that were attributable to the NCI owners.

As part of the acquisition, the company also assumed various pipeline and storage commitments of $3.0 billion undiscounted. The contract terms of these commitments range between one and 24 years, with payments that commenced in the first quarter of 2016.

Acquisition costs of $29 million have been charged to Operating, Selling and General expense in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2016.

The acquisition of COS contributed $1.9 billion to gross revenues and $69 million to consolidated net loss from the acquisition date to December 31, 2016.

Had the acquisition occurred on January 1, 2016, COS would have contributed $2.1 billion to gross revenues and $105 million to consolidated net loss, which would have resulted in gross revenues of $27 billion and consolidated net income of $408 million for the year ended December 31, 2016.

8. ACQUISITION OF ADDITIONAL OWNERSHIP INTEREST IN SYNCRUDE

On June 23, 2016, Suncor completed the purchase of an additional 5% working interest in the Syncrude project from Murphy Oil Corporation's Canadian subsidiary for $946 million after purchase price adjustments. The purchase increased Suncor's share in the Syncrude project to 53.74%

The acquisition has been accounted for as a business combination using the acquisition method. The purchase price allocation was based on management's best estimates of fair values of Syncrude's assets and liabilities as at June 23, 2016.

($ millions)      

Accounts receivable   8  

Inventory   19  

Property, plant and equipment   1 330  

Exploration and evaluation   82  

Total assets acquired   1 439  

Accounts payable and other liabilities   (29 )  

Employee future benefits   (49 )  

Decommissioning provision   (187 )  

Deferred income taxes   (228 )  

Total liabilities assumed   (493 )  

Net assets acquired   946  

The fair values of accounts receivable and accounts payable approximate their carrying values due to the short-term maturity of the instruments. The fair value of crude inventory was determined using quoted prices and rates from available pricing sources. The fair value of materials and supplies inventory approximates book value due to short-term turnover rates. The fair values of property, plant and equipment, and the decommissioning provision were determined using an expected future cash flow approach. Key assumptions used in the calculations were discount rates, future commodity prices and costs, timing of development activities, projections of oil reserves, and cost estimates to abandon and reclaim the mine and facilities. All of the key assumptions were applied on a consistent basis with the COS acquisition (note 7).

98   2017  ANNUAL REPORT   Suncor Energy Inc.


The additional interest in Syncrude contributed $191 million to gross revenues and $7 million to consolidated net income from the acquisition date to December 31, 2016.

Had the acquisition occurred on January 1, 2016, the additional interest would have contributed $275 million to gross revenues and $26 million to consolidated net loss, which would have resulted in gross revenues of $27 billion and consolidated net income of $412 million for the year ended December 31, 2016.

9. OTHER INCOME

Other income consists of the following:

($ millions)   2017   2016    

Energy trading activities            

  Unrealized (losses) recognized in earnings during the period   (37 ) (47 )  

  (Losses) gains on inventory valuation   (39 ) 62    

Risk management activities (1)   (19 ) (25 )  

Investment and interest income   162   77    

Risk mitigation and insurance proceeds (2)   76   41    

Change in value of pipeline commitments and other   (18 ) 53    

    125   161    

(1)
Includes fair value changes related to short-term derivative contracts in the Oil Sands and Refining and Marketing segments and long-term forward-starting interest rate swaps in the Corporate segment.

(2)
2017 includes property damage insurance proceeds for Syncrude in the Oil Sands segment and 2016 includes property damage insurance proceeds for the Terra Nova asset in the Exploration and Production segment.

10. OPERATING, SELLING AND GENERAL

Operating, Selling and General expense consists of the following:

($ millions)   2017   2016  

Contract services (1)   3 551   3 363  

Employee costs (1)   3 290   3 412  

Materials   706   705  

Energy   1 178   994  

Equipment rentals and leases   279   267  

Travel, marketing and other   241   409  

    9 245   9 150  

(1)
The company incurred $7.3 billion of contract services and employee costs for the year ended December 31, 2017 (2016 – $7.2 billion), of which $6.8 billion (2016 – $6.8 billion) was recorded in Operating, Selling and General expense and $0.5 billion was recorded as Property, Plant and Equipment (2016 – $0.4 billion). Employee costs include salaries, benefits and share-based compensation.

11. ASSET IMPAIRMENT AND DERECOGNITION

During the fourth quarter of 2016, the company recorded after-tax derecognition charges of $40 million on certain upgrading and logistics assets in the Oil Sands segment, as a result of the uncertainty of future benefits from these assets. As well, the company also recorded after-tax derecognition charges of $31 million in the Corporate segment relating to an initial investment in an undeveloped pipeline and on certain renewable energy development assets, as a result of the uncertainty of future benefits from these assets.

During the second quarter of 2016, the company recognized an impairment charge of $33 million (net of taxes of $119 million) against certain Exploration and Evaluation assets in Norway as a result of future development uncertainty.

2017  ANNUAL REPORT   Suncor Energy Inc.   99


12. FINANCING (INCOME) EXPENSES

($ millions)   2017   2016    

Interest on debt and finance leases   945   1 012    

Capitalized interest at 5.5% (2016 – 5.7%)   (729 ) (597 )  

  Interest expense   216   415    

  Interest on partnership liability (note 38)   5      

  Interest on pension and other post-retirement benefits   58   59    

  Accretion   247   269    

  Foreign exchange gain on U.S. dollar denominated debt   (771 ) (458 )  

  Foreign exchange and other   (52 ) 61    

  Loss on extinguishment of long-term debt   113   99    

  Realized gain on foreign currency hedges   (62 )    

    (246 ) 445    

13. INCOME TAXES

Income Tax Expense (Recovery)

($ millions)   2017   2016    

Current:            

  Current year   1 150   222    

  Adjustments to current income tax of prior years   59   (69 )  

Deferred:            

  Origination of temporary differences   425   (313 )  

  Adjustments in respect of deferred income tax of prior years   (70 ) 67    

  Changes in tax rates and legislation   (106 ) (190 )  

  Recognition of previously unrecognized deferred tax assets     (76 )  

    1 458   (359 )  

100   2017  ANNUAL REPORT   Suncor Energy Inc.


Reconciliation of Effective Tax Rate

The provision for income taxes reflects an effective tax rate that differs from the statutory tax rate. A reconciliation of the difference is as follows:

($ millions)   2017   2016    

Earnings before income tax   5 916   86    

Canadian statutory tax rate   27.01%   27.00%    

Statutory tax   1 598   23    

Add (deduct) the tax effect of:            

  Non-taxable component of capital gains   (90 ) (60 )  

  Share-based compensation and other permanent items   (1 ) 19    

  Assessments and adjustments   (11 ) (2 )  

  Impact of income tax rate and legislative changes   (106 ) (190 )  

  Foreign tax rate differential   180   (28 )  

  Non-taxable component of dispositions   (41 )    

  Tax gains for which no deferred income tax asset was recognized   (51 ) (50 )  

  Recognition of deferred income tax asset previously unrecognized     (76 )  

  Other   (20 ) 5    

    1 458   (359 )  

Deferred Income Tax Balances

Deferred income tax expense (recovery) and net liabilities in the company's consolidated financial statements were comprised of the following:

                       Net Earnings (Loss)                      Consolidated Balance Sheets (1)    
   
 
($ millions)   2017   2016   Dec 31
2017
  Dec 31
2016
   

Property, plant and equipment   157   (864 ) 14 252   13 864    

Decommissioning and restoration provision   19   342   (1 910 ) (1 701 )  

Employee retirement benefit plans   (5 ) (23 ) (639 ) (648 )  

Tax loss carry-forwards     (10 ) (109 ) (109 )  

Partnership deferral reserve     (78 )      

Foreign exchange and other   78   121   (161 ) (226 )  

    249   (512 ) 11 433   11 180    

(1)
The current and non-current portion of the deferred income tax liability and asset are as follows:
 
($ millions)   Dec 31
2017
  Dec 31
2016
   

Deferred income tax liability expected to reverse within 12 months   93   195    

Deferred income tax asset expected to reverse within 12 months   (27 ) (21 )  

Deferred income tax liability expected to reverse after 12 months   11 440   11 048    

Deferred income tax asset expected to reverse after 12 months   (73 ) (42 )  

Net deferred income tax liability   11 433   11 180    

2017  ANNUAL REPORT   Suncor Energy Inc.   101


Change in Deferred Income Tax Balances

($ millions)   2017   2016    

Beginning of year   11 180   9 919    

Recognized in deferred income tax expense   249   (512 )  

Recognized in other comprehensive income   19   (5 )  

Recognized in equity     (26 )  

Acquisition     2 054    

Foreign exchange, disposition and other   (15 ) (179 )  

Reclassified to assets held for sale (notes 36 and 37)     (71 )  

End of year   11 433   11 180    

Deferred Tax in Shareholders' Equity

                       Year ended December 31
   
($ millions)   2017   2016  

Deferred Tax in Other Comprehensive (Loss) Income          

  Actuarial (gain) loss on employment retirement benefit plans   (19 ) 5  

Deferred Tax in Equity          

  Common share issuance     26  

    (19 ) 31  

Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future tax profits is probable. Suncor has not recognized a $75 million (2016 – $125 million) deferred tax asset on $556 million (2016 – $926 million) of capital losses on foreign exchange on U.S. dollar denominated debt which can only be utilized against future capital gains.

No deferred tax liability has been recognized at December 31, 2017, on temporary differences of approximately $9.6 billion (2016 – $9.9 billion) associated with earnings retained in our investments in foreign subsidiaries, as the company is able to control the timing of the reversal of these differences. Based on current plans, repatriation of funds in excess of foreign reinvestment will not result in material additional income tax expense. Deferred distribution taxes associated with international business operations have not been recorded.

In the fourth quarter of 2017, the U.S. government enacted a decrease in the federal corporate tax rate from 35% to 21% effective January 1, 2018. As a result, the company revalued its deferred income tax balances, resulting in a deferred income tax recovery of $124 million.

In the fourth quarter of 2017, the Government of British Columbia enacted an increase to the provincial corporate income tax rate from 11% to 12%. As a result, the company revalued its deferred income tax balances, resulting in a deferred income tax expense of $18 million.

In the fourth quarter of 2016, the Government of Quebec enacted a decrease in the corporate income tax rate from 11.9% to 11.5% evenly over the next four years, effective January 1, 2017. As a result, the company revalued its deferred income tax balances, resulting in a deferred income tax recovery of $10 million.

In the third quarter of 2016, the U.K. government enacted a decrease in the supplementary charge rate on oil and gas profits in the North Sea that reduced the statutory tax rate on Suncor's earnings in the U.K. from 50% to 40%. The company revalued its deferred income tax balances, resulting in a deferred income tax recovery of $180 million.

102   2017  ANNUAL REPORT   Suncor Energy Inc.


14. EARNINGS PER COMMON SHARE

($ millions)   2017   2016    

Net earnings   4 458   445    

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

Net earnings – diluted   4 457   444    

Net earnings attributable to common shareholders   4 458   434    

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

Net earnings – diluted attributable to common shareholders   4 457   433    


(millions of common shares)

 

 

 

 

 

 

Weighted average number of common shares   1 661   1 610    

Dilutive securities:            

  Effect of share options   4   2    

Weighted average number of diluted common shares   1 665   1 612    


(dollars per common share)

 

 

 

 

 

 

Basic and diluted earnings per share   2.68   0.28    

Basic and diluted earnings per share attributable to common shareholders   2.68   0.27    

(1)
Cash payment alternatives are accounted for as cash-settled plans. As these awards can be exchanged for common shares of the company, they are considered potentially dilutive and are included in the calculation of the company's diluted net earnings per share if they have a dilutive impact in the period. Accounting for these awards as equity-settled was determined to have a dilutive impact for the year ended December 31, 2017 and December 31, 2016.

15. CASH AND CASH EQUIVALENTS

($ millions)   Dec 31
2017
  Dec 31
2016
 

Cash   1 184   1 103  

Cash equivalents   1 488   1 913  

    2 672   3 016  

2017  ANNUAL REPORT   Suncor Energy Inc.   103


16. SUPPLEMENTAL CASH FLOW INFORMATION

The decrease (increase) in non-cash working capital is comprised of:

($ millions)   2017   2016    

Accounts receivable   (79 ) (471 )  

Inventories   (268 ) (218 )  

Accounts payable and accrued liabilities   68   110    

Current portion of provisions   (48 ) (98 )  

Income taxes payable (net)   421   145    

    94   (532 )  

Relating to:            

  Operating activities   (173 ) (308 )  

  Investing activities   267   (224 )  

    94   (532 )  

104   2017  ANNUAL REPORT   Suncor Energy Inc.


Reconciliation of movements of liabilities to cash flows arising from financing activities:

($ millions)   Short-Term
Debt
  Current
Portion of
Long-Term
Debt
  Long-Term
Debt
  Partnership
Liability
  Dividends
Payable
  Derivative
Liabilities
(Assets) (1)
   

At December 31, 2016   1 273   54   16 103       17    

Changes from financing cash flows:                            

  Net issuance of commercial paper   1 065              

  Gross proceeds from issuance of long-term debt       955          

  Debt issuance costs       (13 )        

  Repayment of long-term debt       (2 561 )        

  Realized foreign exchange gain   (84 )   (612 )        

  Dividends paid on common shares           (2 124 )    

  Payments of finance lease liabilities       (58 )        

  Net settlement of derivatives             25    

  Proceeds from sale of non-controlling interest         503        

  Distributions to non-controlling interest         (20 )        

Non-cash changes:                            

  Dividends declared on common shares           2 124      

  Unrealized foreign exchange gain   (118 )   (653 )        

  Deferred financing costs       (14 )        

  New finance lease liabilities       628          

  Unrealized fair value gain recognized in net earnings             (42 )  

  Reclassification from long-term debt to current portion of long-term debt     17   (17 )        

  Reclassification from a finance lease to a service arrangement (2)       (386 )        

At December 31, 2017   2 136   71   13 372   483        

(1)
Derivative liabilities (assets) relate to foreign exchange forward contracts and interest rate swaps the company may utilize for risk management purposes in relation to U.S. dollar denominated long-term debt.

(2)
Service agreements are recorded in Operating, Selling and General expense as incurred.

17. INVENTORIES

($ millions)   Dec 31
2017
  Dec 31
2016
   

Crude oil   1 203   1 110    

Refined products   1 268   1 193    

Materials, supplies and merchandise   664   680    

Energy trading commodity inventories   333   515    

Reclassified to assets held for sale (notes 36 and 37)     (258 )  

    3 468   3 240    

2017  ANNUAL REPORT   Suncor Energy Inc.   105


During 2017, product inventories of $11.6 billion (2016 – $10.1 billion) were recorded as an expense. There was no write-down of crude oil (2016 – $32 million) and no write-down of materials, supplies and merchandise in 2017 (2016 – $26 million). Energy trading commodity inventories are measured at fair value less costs of disposal based on Level 1 and Level 2 fair value inputs.

18. PROPERTY, PLANT AND EQUIPMENT

($ millions)   Oil and Gas
Properties
  Plant and
Equipment
  Total    

Cost                

At December 31, 2015   32 635   61 077   93 712    

  Additions   1 428   5 142   6 570    

  Transfers from exploration and evaluation   65     65    

  Acquisitions (notes 7 and 8)   1 678   9 128   10 806    

  Changes in decommissioning and restoration   (68 ) 21   (47 )  

  Disposals and derecognition   (166 ) (803 ) (969 )  

  Foreign exchange adjustments   (1 431 ) (121 ) (1 552 )  

  Reclassified to assets held for sale (notes 36 and 37)     (907 ) (907 )  

At December 31, 2016   34 141   73 537   107 678    

  Additions   1 235   5 875   7 110    

  Acquisitions (note 35)   25   310   335    

  Changes in decommissioning and restoration   821   22   843    

  Disposals and derecognition     (884 ) (884 )  

  Foreign exchange adjustments   (13 ) (256 ) (269 )  

  Reclassified from assets held for sale (note 37)     35   35    

At December 31, 2017   36 209   78 639   114 848    


Accumulated provision

 

 

 

 

 

 

 

 

At December 31, 2015   (14 442 ) (18 119 ) (32 561 )  

  Depreciation and depletion   (2 598 ) (3 133 ) (5 731 )  

  Disposals and derecognition     645   645    

  Foreign exchange adjustments   978   55   1 033    

  Reclassified to assets held for sale (notes 36 and 37)     195   195    

At December 31, 2016   (16 062 ) (20 357 ) (36 419 )  

  Depreciation and depletion   (1 916 ) (3 514 ) (5 430 )  

  Disposals and derecognition     368   368    

  Foreign exchange adjustments   3   126   129    

  Reclassified from assets held for sale (note 37)     (3 ) (3 )  

At December 31, 2017   (17 975 ) (23 380 ) (41 355 )  


Net property, plant and equipment

 

 

 

 

 

 

 

 

  December 31, 2016   18 079   53 180   71 259    

  December 31, 2017   18 234   55 259   73 493    

106   2017  ANNUAL REPORT   Suncor Energy Inc.


 
                       Dec 31, 2017                      Dec 31, 2016
 
   
 
($ millions)   Cost   Accumulated
Provision
  Net Book
Value
  Cost   Accumulated
Provision
  Net Book
Value
 

Oil Sands   79 625   (22 664 ) 56 961   73 882   (19 341 ) 54 541  

Exploration and Production   21 007   (12 990 ) 8 017   20 058   (12 020 ) 8 038  

Refining and Marketing   13 137   (4 906 ) 8 231   12 741   (4 363 ) 8 378  

Corporate, Energy Trading and Eliminations   1 079   (795 ) 284   997   (695 ) 302  

    114 848   (41 355 ) 73 493   107 678   (36 419 ) 71 259  

At December 31, 2017, the balance of assets under construction and not subject to depreciation or depletion was $15.9 billion (December 31, 2016 – $16.0 billion).

At December 31, 2017, Property, Plant and Equipment included finance leases with a net book value of $1.4 billion (December 31, 2016 – $1.2 billion).

19. EXPLORATION AND EVALUATION ASSETS

($ millions)   2017   2016    

Beginning of year   2 038   1 681    

Acquisitions and additions (notes 7, 8 and 34)   53   787    

Transfers to oil and gas assets     (65 )  

Dry hole expenses   (41 ) (204 )  

Impairment (note 11)     (152 )  

Amortization   (1 ) (1 )  

Foreign exchange adjustments   3   (8 )  

End of year   2 052   2 038    

20. OTHER ASSETS

($ millions)   Dec 31
2017
  Dec 31
2016
 

Investments   224   191  

Prepaids and other   987   1 057  

    1 211   1 248  

Prepaids and other includes long-term accounts receivables related to deposits paid on Notices of Reassessments that have been received from the Canada Revenue Agency (CRA) and are unlikely to be settled within one year.

2017  ANNUAL REPORT   Suncor Energy Inc.   107


21. GOODWILL AND OTHER INTANGIBLE ASSETS

                Oil Sands
                    Refining and Marketing
       
   
 
       
($ millions)   Goodwill   Goodwill   Brand
name
  Customer
lists
  Total    

At December 31, 2015   2 752   148   166   13   3 079    

Amortization         (4 ) (4 )  

At December 31, 2016   2 752   148   166   9   3 075    

Disposals (note 36)     (8 ) (4 ) (1 ) (13 )  
Additions         2   2    
Amortization         (3 ) (3 )  

At December 31, 2017   2 752   140   162   7   3 061    

The company performed a goodwill impairment test at December 31, 2017 on its Oil Sands CGUs. Recoverable amounts were based on fair value less costs of disposal calculated using the present value of the CGUs' expected future cash flows. The primary sources of cash flow information are derived from business plans approved by executives of the company, which were developed based on macroeconomic factors such as forward price curves for benchmark commodities, inflation rates and industry supply-demand fundamentals. When required, the projected cash flows in the business plans have been updated to reflect current market assessments of key assumptions, including long-term forecasts of commodity prices, inflation rates, foreign exchange rates and discount rates specific to the asset (Level 3 fair value inputs).

Cash flow forecasts are also based on past experience, historical trends and third-party evaluations of the company's reserves and resources to determine production profiles and volumes, operating costs, maintenance and capital expenditures. Production profiles, reserves volumes, operating costs, maintenance and capital expenditures are consistent with the estimates approved through the company's annual reserves evaluation process and determine the duration of the underlying cash flows used in the discounted cash flow test.

Future cash flow estimates are discounted using after-tax risk-adjusted discount rates. The discount rates are calculated based on the weighted average cost of capital of a group of relevant peers that is considered to represent the rate of return that would be required by a typical market participant for similar assets. The after-tax discount rate applied to cash flow projections was 8% (2016 – 8%). The company based its cash flow projections on an average West Texas Intermediate (WTI) price of US$61.00 per barrel in 2018, US$68.60 per barrel in 2019, US$76.65 per barrel in 2020, and then escalating at an average of 4% per year from 2021 to 2023 and at an average of 2% thereafter, adjusted for applicable quality and location differentials depending on the underlying CGU. The forecast cash flow period ranged from 20 years to 50 years based on the reserves life of the respective CGU. As a result of this analysis, management did not identify impairment within any of the CGUs comprising the Oil Sands operating segment and the associated allocated goodwill.

The company also performed a goodwill impairment test of its Refining and Marketing CGUs. The recoverable amounts are based on the fair value less costs of disposal calculated using the present value of the CGUs' expected future cash flows, based primarily on the business plan and historical results adjusted for current economic conditions, and escalated using an inflation rate of 2% of revenue and operating costs. The after-tax discount rates applied to the cash flow projection were between 10% and 12% (2016 – between 10% and 15%). As a result of this analysis, no impairment was identified within the operating segment or the associated allocated goodwill.

22. DEBT AND CREDIT FACILITIES

Debt and credit facilities are comprised of the following:

Short-Term Debt

($ millions)   Dec 31
2017
  Dec 31
2016
 

Commercial paper (1)   2 136   1 273  

(1)
The commercial paper is supported by a revolving credit facility with a syndicate of lenders. The company is authorized to issue commercial paper to a maximum of $4.0 billion having a term not to exceed 365 days. The weighted average interest rate as at December 31, 2017 was 1.56% (December 31, 2016 – 0.97%). Subsequent to year end, the maximum amount authorized to issue under commercial paper is increased to $5.0 billion

108   2017  ANNUAL REPORT   Suncor Energy Inc.


Long-Term Debt

($ millions)   Dec 31
2017
  Dec 31
2016
   

Fixed-term debt, redeemable at the option of the company (2)            

  6.10% Notes, due 2018 (US$1,250)     1 678    

  6.05% Notes, due 2018 (US$600)     809    

  5.80% Series 4 Medium Term Notes, due 2018     700    

  7.75% Notes, due 2019 (US$223) (3)   288   317    

  3.10% Series 5 Medium Term Notes, due 2021   749   748    

  9.25% Debentures, due 2021 (US$300)   406   440    

  9.40% Notes, due 2021 (US$220) (3)(4)   298   325    

  4.50% Notes, due 2022 (US$182) (3)   212   225    

  3.60% Notes, due 2024 (US$750)   936   1 002    

  3.00% Series 5 Medium Term Notes, due 2026 (5)   698   698    

  7.875% Debentures, due 2026 (US$275)   365   391    

  8.20% Notes, due 2027 (US$59) (3)   81   87    

  7.00% Debentures, due 2028 (US$250)   319   342    

  7.15% Notes, due 2032 (US$500)   626   670    

  5.35% Notes, due 2033 (US$300)   344   368    

  5.95% Notes, due 2034 (US$500)   625   669    

  5.95% Notes, due 2035 (US$600)   718   769    

  5.39% Series 4 Medium Term Notes, due 2037   599   599    

  6.50% Notes, due 2038 (US$1,150)   1 439   1 540    

  6.80% Notes, due 2038 (US$900)   1 151   1 231    

  6.85% Notes, due 2039 (US$750)   938   1 004    

  6.00% Notes, due 2042 (US$152) (3)   140   151    

  4.34% Series 5 Medium Term Notes, due 2046 (6)   300   300    

  4.00% Notes, due 2047 (US$750) (7)   936      

Total unsecured long term debt   12 168   15 063    

Finance leases (8)   1 319   1 134    

Deferred financing costs   (44 ) (40 )  

    13 443   16 157    

Current portion of long-term debt            

  Finance leases   (71 ) (54 )  

    (71 ) (54 )  

Total long-term debt   13 372   16 103    

(2)
The value of debt includes the unamortized balance of premiums or discounts.

(3)
Debt acquired through the acquisition of COS (note 7).

(4)
Subsequent to the acquisition of COS, Moody's Investors Service downgraded COS long-term senior debt rating from Baa3 (negative outlook) to Ba3 (stable outlook). This triggered a change in the coupon rate of the note from 7.9% to 9.4%.

(5)
In September 2016, the company issued $700 million of senior unsecured Series 5 Medium Term notes maturing on September 14, 2026. The notes have a coupon of 3.00% and were priced at $99.751 per note for an effective yield of 3.029%. Interest is paid semi-annually.

(6)
In September 2016, the company issued $300 million of senior unsecured Series 5 Medium Term notes maturing on September 13, 2046. The notes have a coupon of 4.34% and were priced at $99.900 per note for an effective yield of 4.346%. Interest is paid semi-annually.

(7)
During the fourth quarter of 2017, the company issued US$750 million of senior unsecured notes maturing on November 15, 2047. The notes have a coupon of 4.00% and were priced at $99.498 per note for an effective yield of 4.029%. Interest is paid semi-annually.

(8)
Interest rates range from 2.9% to 16.5% and maturity dates range from 2027 to 2062.

2017  ANNUAL REPORT   Suncor Energy Inc.   109


During the fourth quarter of 2017, the company redeemed its US$600 million (book value of $771 million) senior unsecured notes with a coupon of 6.05% originally scheduled to mature on May 15, 2018 for US$614 million ($788 million), including US$3 million ($4 million) of accrued interest. The company also redeemed its $700 million senior unsecured Series 4 Medium Term notes with a coupon of 5.80% originally scheduled to mature on May 22, 2018 for $715 million, including $3 million of accrued interest. The company realized an overall debt extinguishment loss of $26 million ($18 million after-tax).

During the second quarter of 2017, the company redeemed its US$1.250 billion (book value of $1.700 billion) senior unsecured notes originally scheduled to mature on June 1, 2018 for US$1.344 billion ($1.830 billion), including US$31 million ($42 million) of accrued interest. In conjunction with the early retirement of the notes, the company also realized gains of $62 million on foreign currency hedges resulting in an overall debt extinguishment loss of $25 million ($10 million after-tax).

During the second quarter of 2016, the company purchased US$688 million (book value of $864 million) of subsidiary debt acquired through the acquisition of COS for US$751 million ($973 million) including US$8 million ($10 million) of accrued interest, resulting in a debt extinguishment loss of $99 million ($73 million after-tax). The company also repaid approximately $600 million of the credit facility acquired in the COS transaction.

Scheduled Debt Repayments

Scheduled principal repayments as at December 31, 2017 for finance leases, short-term debt and long-term debt are as follows:

($ millions)   Repayment  

2018   2 207  

2019   313  

2020   39  

2021   1 444  

2022   272  

Thereafter   11 371  

    15 646  

Credit Facilities

A summary of available and unutilized credit facilities is as follows:

($ millions)   2017    

Fully revolving and expires in 2021   4 000    

Fully revolving and expires in 2020   2 504    

Fully revolving and expires in 2018/2019   1 580    

Can be terminated at any time at the option of the lenders   140    

Total credit facilities   8 224    

Credit facilities supporting outstanding commercial paper   (2 136 )  

Credit facilities supporting standby letters of credit (1)   (1 367 )  

Total unutilized credit facilities (2)   4 721    

(1)
To reduce costs, the company supported certain credit facilities with $733 million of cash collateral as at December 31, 2017 (December 31, 2016 – $1.032 billion).

(2)
Available credit facilities for liquidity purposes at December 31, 2017 decreased to $4.489 billion compared to $7.467 billion at December 31, 2016, as a result of a planned $1.0 billion reduction in the company's credit facility, the company's cancellation of a $950 million credit facility that was acquired through the acquisition of COS and an increase in short-term indebtedness. The decrease in the company's credit facility and the cancellation of the credit facility were executed in 2017 as the excess liquidity is no longer anticipated to be required and the reduction will reduce future financing expense.

110   2017  ANNUAL REPORT   Suncor Energy Inc.


23. OTHER LONG-TERM LIABILITIES

($ millions)   Dec 31
2017
  Dec 31
2016
   

Pensions and other post-retirement benefits (note 24)   1 369   1 464    

Share-based compensation plans (note 27)   361   364    

Partnership liability (note 38)   483      

Deferred revenue   49   55    

Libya Exploration and Production Sharing Agreement (EPSA) signature bonus (1)   77   83    

Other   73   131    

Reclassified to assets held for sale (notes 36 and 37)     (30 )  

    2 412   2 067    

(1)
As part of the 2009 acquisition of Petro-Canada, the company assumed the remaining US$500 million obligation for a signature bonus relating to Petro-Canada's ratification of six EPSAs in Libya. At December 31, 2017, the carrying amount of the Libya EPSAs signature bonus was $79 million (December 31, 2016 – $85 million). The current portion is $2 million (December 31, 2016 – $2 million) and is recorded in Accounts Payable and Accrued Liabilities.

24. PENSIONS AND OTHER POST-RETIREMENT BENEFITS

The company's defined benefit pension plans provide pension benefits at retirement based on years of service and final average earnings (if applicable). These obligations are met through funded registered retirement plans and through unregistered supplementary pensions that are voluntarily funded through retirement compensation arrangements, and/or paid directly to recipients. The amount and timing of future funding for these plans is subject to the funding policy as approved by the Board of Directors. The company's contributions to the funded plans are deposited with independent trustees who act as custodians of the plans' assets, as well as the disbursing agents of the benefits to recipients. Plan assets are managed by a pension committee on behalf of beneficiaries. The committee retains independent managers and advisors.

Asset-liability matching studies are performed by a third-party consultant to set the asset mix by quantifying the risk-and-return characteristics of possible asset mix strategies. Investment and contribution policies are integrated within this study, and areas of focus include asset mix as well as interest rate sensitivity.

Funding of the registered retirement plans complies with applicable regulations that require actuarial valuations of the pension funds at least once every three years in Canada, or more, depending on funding status, and every year in the United States. The most recent valuations for the Canadian plans were performed as at December 31, 2016, and for the International plans were performed as at December 31, 2015. The company uses a measurement date of December 31 to value the plan assets and remeasure the accrued benefit obligation for accounting purposes.

The company's other post-retirement benefits programs are unfunded and include certain health care and life insurance benefits provided to retired employees and eligible surviving dependants.

The company reports its share of Syncrude's defined benefit and defined contribution pension plans and Syncrude's other post-retirement benefits plan.

The company also provides a number of defined contribution plans, including a U.S. 401(k) savings plan, that provide for an annual contribution of 5% to 11.5% of each participating employee's pensionable earnings.

2017  ANNUAL REPORT   Suncor Energy Inc.   111



Defined Benefit Obligations and Funded Status

                       Pension Benefits
                     Other
                  Post-Retirement
                  Benefits
   
($ millions)   2017   2016   2017   2016    

Change in benefit obligation                    

  Benefit obligation at beginning of year   6 280   4 611   587   502    

  Obligations acquired through acquisition of COS (note 7)     1 352     73    

  Current service costs   193   189   14   13    

  Plan participants' contributions   14   14        

  Benefits paid   (294 ) (272 ) (21 ) (21 )  

  Interest costs   236   238   22   23    

  Disposal (note 36)   (69 )   (9 )    

  Foreign exchange   (2 ) (46 ) (1 ) (1 )  

  Settlements   7   8        

  Actuarial remeasurement:                    

    Experience loss (gain) arising on plan liabilities   2   7   (12 ) (5 )  

    Actuarial (gain) loss arising from changes in demographic assumptions   (4 ) 8   (9 ) (1 )  

    Actuarial loss arising from changes in financial assumptions   354   171   26   4    

Benefit obligation at end of year   6 717   6 280   597   587    


Change in plan assets

 

 

 

 

 

 

 

 

 

 

  Fair value of plan assets at beginning of year   5 356   4 040        

  Assets acquired through acquisition of COS (note 7)     1 060        

  Employer contributions   160   165        

  Plan participants' contributions   14   14        

  Benefits paid   (269 ) (249 )      

  Disposal (note 36)   (71 )        

  Foreign exchange   (3 ) (37 )      

  Settlements   7   8        

  Administrative costs   (2 ) (2 )      

  Income on plan assets   200   202        

  Actuarial remeasurement:                    

    Return on plan assets greater than discount rate   407   155        

Fair value of plan assets at end of year   5 799   5 356        

Net unfunded obligation   918   924   597   587    

Of the total net unfunded obligations as at December 31, 2017, 67% relates to Canadian pension plans and other post-retirement benefits obligation (excluding Syncrude) (December 31, 2016 – 66%). The weighted average duration of the defined benefit obligation under the Canadian pension plans and other post-retirement plans (excluding Syncrude) is 13.91 years (2016 – 14.06 years).

The net unfunded obligation is recorded in Accounts Payable and Accrued Liabilities and Other Long-Term Liabilities (note 23) in the Consolidated Balance Sheets.

112   2017  ANNUAL REPORT   Suncor Energy Inc.


                       Pension Benefits                      Other
                  Post-Retirement
                  Benefits
 
($ millions)   2017   2016   2017   2016  

Analysis of amount charged to earnings:                  

  Current service costs   193   189   14   13  

  Interest costs   36   36   22   23  

Defined benefit plans expense   229   225   36   36  

Defined contribution plans expense   74   76      

Total benefit plans expense charged to earnings   303   301   36   36  

Components of defined benefit costs recognized in Other Comprehensive Income:

                       Pension Benefits                      Other
                  Post-Retirement
                  Benefits
   
($ millions)   2017   2016   2017   2016    

Return on plan assets (excluding amounts included in net interest expense)   (407 ) (155 )      

Experience loss (gain) arising on plan liabilities   2   7   (12 ) (5 )  

Actuarial loss arising from changes in financial assumptions   354   171   26   4    

Actuarial (gain) loss arising from changes in demographic assumptions   (4 ) 8   (9 ) (1 )  

Actuarial (gain) loss recognized in other comprehensive income   (55 ) 31   5   (2 )  

Actuarial Assumptions

The cost of the defined benefit pension plans and other post-retirement benefits received by employees is actuarially determined using the projected unit credit method of valuation that includes employee service to date and present pay levels, as well as the projection of salaries and service to retirement.

The significant weighted average actuarial assumptions were as follows:

                       Pension Benefits
                     Other
                  Post-Retirement
                  Benefits
 
(%)   Dec 31
2017
  Dec 31
2016
  Dec 31
2017
  Dec 31
2016
 

Discount rate   3.40   3.90   3.40   3.80  

Rate of compensation increase   3.00   3.20   3.00   3.00  

The discount rate assumption is based on the interest rate on high-quality bonds with maturity terms equivalent to the benefit obligations.

The defined benefit obligation reflects the best estimate of the mortality of plan participants both during and after their employment. The mortality assumption is based on a standard mortality table adjusted for actual experience over the past five years.

In order to measure the expected cost of other post-retirement benefits, it was assumed for 2017 that the health care costs would increase annually by 6.50% per person (2016 – 6.50%). This rate will remain constant until 2019 and then will decrease 0.5% annually to 5% by 2022, and remain at that level thereafter.

2017  ANNUAL REPORT   Suncor Energy Inc.   113


Assumed discount rates and health care cost trend rates may have a significant effect on the amounts reported for pensions and other post-retirement benefits obligations for the company's Canadian plans. A change of these assumptions would have the following effects:

                       Pension Benefits
 
($ millions)   Increase   Decrease  

1% change in discount rate          

  Effect on the aggregate service and interest costs   (19 ) 24  

  Effect on the benefits obligations   (859 ) 1 107  

 
                       Other
                  Post-Retirement
                  Benefits
   
($ millions)   Increase   Decrease    

1% change in discount rate            

  Effect on the benefits obligations   (72 ) 89    

1% change in health care cost            

  Effect on the aggregate service and interest costs   1   (1 )  

  Effect on the benefits obligations   30   (25 )  

Plan Assets and Investment Objectives

The company's long-term investment objective is to secure the defined pension benefits while managing the variability and level of its contributions. The portfolio is rebalanced periodically, as required, while ensuring that the maximum fixed income content is 44% at any time. Plan assets are restricted to those permitted by legislation, where applicable. Investments are made through pooled, mutual, segregated or exchange traded funds.

The company's weighted average pension plan asset allocations, based on market values as at December 31, are as follows:

(%)   2017   2016  

Equities, comprised of:          

  – Canada   18   19  

  – United States   19   23  

  – Foreign   19   17  

    56   59  

Fixed income, comprised of:          

  – Canada   39   39  

Real estate, comprised of:          

  – Canada   5   2  

Total   100   100  

Equity securities do not include any direct investments in Suncor shares. The fair value of equity and bond securities are based on the trading price of the underlying fund. The fair value of real estate investments is based on independent third-party appraisals.

During the year, the company made cash contributions of $160 million to its defined benefit pension plans, of which $3 million was contributed to the solvency reserve account in Alberta. The company expects to make cash contributions to its defined benefit pension plans in 2018 of $174 million.

114   2017  ANNUAL REPORT   Suncor Energy Inc.


25. PROVISIONS

($ millions)   Decommissioning
and Restoration (1)
  Royalties   Other (2)   Total    

At December 31, 2015   5 505   323   280   6 108    

Liabilities incurred   279   93   53   425    

Change in discount rate   532       532    

Changes in estimates   (824 ) (79 ) 11   (892 )  

Liabilities settled   (269 ) (30 ) (68 ) (367 )  

Accretion   269       269    

Asset acquisitions   1 356       1 356    

Foreign exchange   (98 )   (1 ) (99 )  

Reclassified to assets held for sale (notes 36 and 37)   (4 )   (5 ) (9 )  

At December 31, 2016   6 746   307   270   7 323    

Less: current portion   (403 ) (307 ) (71 ) (781 )  

    6 343     199   6 542    

At December 31, 2016   6 746   307   270   7 323    

Liabilities incurred   494   29   34   557    

Change in discount rate   255       255    

Changes in estimates   92   (89 ) (6 ) (3 )  

Liabilities settled   (353 ) (7 ) (42 ) (402 )  

Accretion   247       247    

Asset acquisitions   5       5    

Foreign exchange   (21 )   (2 ) (23 )  

At December 31, 2017   7 465   240   254   7 959    

Less: current portion   (434 ) (240 ) (48 ) (722 )  

    7 031     206   7 237    

(1)
Represents decommissioning and restoration provisions associated with the retirement of Property, Plant and Equipment and Exploration and Evaluation assets. The total undiscounted amount of estimated future cash flows required to settle the obligations at December 31, 2017 was approximately $12.2 billion (December 31, 2016 – $11.7 billion). A weighted average credit-adjusted risk-free interest rate of 3.70% was used to discount the provision recognized at December 31, 2017 (December 31, 2016 – 3.90%). The credit-adjusted risk-free interest rate used reflects the expected time frame of the provisions. Payments to settle the decommissioning and restoration provisions occur on an ongoing basis and will continue over the lives of the operating assets, which can exceed 50 years.

(2)
Includes legal, environmental and lease inducement provisions.

Sensitivities

Changes to the discount rate would have the following impact on Decommissioning and Restoration liabilities:

As at December 31   2017   2016    

1% Increase   (1 218 ) (1 036 )  

1% Decrease   1 758   1 506    

2017  ANNUAL REPORT   Suncor Energy Inc.   115


26. SHARE CAPITAL

Authorized

Common Shares

The company is authorized to issue an unlimited number of common shares without nominal or par value.

Preferred Shares

The company is authorized to issue an unlimited number of senior and junior preferred shares in series, without nominal or par value.

Share Issuance

On June 22, 2016, the company issued 82.2 million common shares for $35.00 per common share. Gross proceeds were approximately $2.878 billion ($2.782 billion net of fees).

Normal Course Issuer Bid

On April 26, 2017, the company announced its intention to commence a new Normal Course Issuer Bid (the 2017 NCIB) to repurchase shares through the facilities of the Toronto Stock Exchange, New York Stock Exchange and/or alternative trading platforms. Pursuant to the 2017 NCIB, the company may purchase for cancellation up to approximately $2.0 billion worth of its common shares between May 2, 2017 and May 1, 2018.

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

($ millions, except as noted)   2017   2016  

Share repurchase activities (thousands of common shares)          

  Shares repurchased   33 154    

Amounts charged to          

  Share capital   536    

  Retained earnings   877    

Share repurchase cost   1 413    

Average repurchase cost per share   42.61    

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

($ millions)   December 31
2017
  December 31
2016
 

Amounts charged to          

  Share capital   97    

  Retained earnings   180    

Liability for share purchase commitment   277    

27. SHARE-BASED COMPENSATION

Share-Based Compensation Expense

Reflected in the Consolidated Statements of Comprehensive Income within Operating, Selling and General expense are the following share-based compensation amounts:

($ millions)   2017   2016  

Equity-settled plans   48   48  

Cash-settled plans   334   395  

Total share-based compensation expense   382   443  

116   2017  ANNUAL REPORT   Suncor Energy Inc.


Liability Recognized for Share-Based Compensation

Reflected in the Consolidated Balance Sheets within accounts payable and accrued liabilities and other long-term liabilities are the following fair value amounts for the company's cash-settled plans:

($ millions)   2017   2016  

Current Liability   344   359  

Long-Term Liability (note 23)   361   364  

Total Liability   705   723  

The intrinsic value of the vested awards at December 31, 2017 was $399 million (December 31, 2016 – $406 million).

Stock Option Plans

Suncor grants stock option awards as a form of retention and incentive compensation.

(a)  Active Stock Option Plan

Stock options granted by the company on or after August 1, 2010 provide the holder with the right to purchase common shares at the grant date market price, subject to fulfilling vesting terms. This plan replaced the pre-merger stock option plan of legacy Suncor and legacy Petro-Canada. Options granted have a seven-year life, vest annually over a three-year period and are accounted for as equity-settled awards.

The weighted average fair value of options granted during the period and the weighted average assumptions used in their determination are as noted below:

    2017   2016  

Annual dividend per share   $1.28   $1.16  

Risk-free interest rate   1.09%   0.55%  

Expected life   5 years   5 years  

Expected volatility   25%   28%  

Weighted average fair value per option   $6.42   $4.60  

The expected life is based on historical stock option exercise data and current expectations. The expected volatility considers the historical volatility in the price of Suncor's common shares over a period similar to the life of the options, and is indicative of future trends.

(b)  Discontinued Stock Option Plans

Executive and Key Contributor Stock Options

Options granted under these plans generally have a seven-to-ten-year life and vest over a three-year period. These plans were in place prior to August 1, 2009, at the time of the merger between Petro-Canada and Suncor, and are accounted for as equity-settled awards.

Suncor Energy Inc. Stock Options with TSARs

Options granted between August 1, 2009 and July 31, 2010, have a seven-year life and vest annually over a three-year period. Each option included a tandem stock appreciation right (TSAR), allowing the option holder the right to receive a cash payment equal to the excess of the market price of Suncor's common shares at the time of exercise over the exercise price of the option. These awards are accounted for as cash-settled. All options granted under this plan expired at December 31, 2017.

Legacy Petro-Canada Stock Options with CPAs

Options granted to executives and key employees prior to August 1, 2009, can be settled in common shares or exchanged for a cash payment alternative (CPA). Options granted have a seven-year life, vest over periods of up to four years and are accounted for as cash-settled awards. All options granted under this plan expired at December 31, 2016.

2017  ANNUAL REPORT   Suncor Energy Inc.   117


The following table presents a summary of the activity related to Suncor's stock option plans:

                       2017                      2016  
   
 
    Number
(thousands)
  Weighted
Average
Exercise Price
($)
  Number
(thousands)
  Weighted
Average
Exercise Price
($)
 

Outstanding, beginning of year   31 442   35.98   29 090   36.97  

Granted   7 401   42.04   8 145   30.26  

Exercised for cash payment   (6 ) 32.00   (1 441 ) 30.39  

Exercised as options for common shares   (6 223 ) 36.65   (3 983 ) 33.36  

Forfeited/expired   (1 504 ) 42.21   (369 ) 38.12  

Outstanding, end of year   31 110   36.96   31 442   35.98  

Exercisable, end of year   17 363   36.53   17 821   37.74  

Options are exercised regularly throughout the year. Therefore, the weighted average share price during the year of $41.09 (2016 – $36.23) is representative of the weighted average share price at the date of exercise.

For the options outstanding at December 31, 2017, the exercise price ranges and weighted average remaining contractual lives are shown below:

                       Outstanding
                     Exercisable
 
   
 
Exercise Prices ($)   Number
(thousands)
  Weighted
Average
Remaining
Contractual Life
(years)
  Weighted
Average
exercise price
($)
  Number
(thousands)
  Weighted
Average
exercise price
($)
 

24.50-34.99   11 466   4   31.32   6 714   32.07  

35.00-39.99   9 987   4   37.72   8 006   37.44  

40.00-44.99   8 347   5   41.99   1 333   41.70  

45.00-49.99   1 197   0   47.52   1 197   47.52  

50.00-69.97   113   0   59.54   113   59.54  

Total   31 110   4   36.96   17 363   36.53  

Common shares authorized for issuance by the Board of Directors that remain available for the granting of future options:

(thousands)   2017   2016  

    28 972   10 937  

Share Unit Plans

Suncor grants share units as a form of retention and incentive compensation. Share unit plans are accounted for as cash-settled awards.

(a)  Performance Share Units (PSUs)

A PSU is a time-vested award entitling employees to receive varying degrees of cash (0% – 200% of the company's share price at time of vesting) contingent upon Suncor's total shareholder return (stock price appreciation and dividend income) relative to a peer group of companies. PSUs vest approximately three years after the grant date.

(b)  Restricted Share Units (RSUs)

A RSU is a time-vested award entitling employees to receive cash calculated based on an average of the company's share price leading up to vesting. RSUs vest approximately three years after the grant date.

118   2017  ANNUAL REPORT   Suncor Energy Inc.



(c)  Deferred Share Units (DSUs)

A DSU is redeemable for cash or a common share for a period of time after a unitholder ceases employment or Board membership. The DSU Plan is limited to executives and members of the Board of Directors. Members of the Board of Directors receive an annual grant of DSUs as part of their compensation and may elect to receive their fees in cash only or in increments of 50% or 100% allocated to DSUs. Executives may elect to receive their annual incentive bonus in cash only or in increments of 25%, 50%, 75% or 100% allocated to DSUs.

The following table presents a summary of the activity related to Suncor's share unit plans:

(thousands)   PSU   RSU   DSU    

Outstanding, December 31, 2015   2 465   19 104   1 072    

  Granted   1 683   6 194   186    

  Redeemed for cash   (1 714 ) (6 649 ) (40 )  

  Forfeited/expired   (21 ) (491 )    

Outstanding, December 31, 2016   2 413   18 158   1 218    

  Granted   1 570   5 009   202    

  Redeemed for cash   (1 663 ) (6 354 ) (118 )  

  Forfeited/expired   (53 ) (741 )    

Outstanding, December 31, 2017   2 267   16 072   1 302    

Stock Appreciation Rights (SARs)

A SAR entitles the holder to receive a cash payment equal to the difference between the stated exercise price and the market price of the company's common shares on the date the SAR is exercised, and is accounted for as a cash-settled award.

(a)  Suncor Energy Inc. SARs

These SARs have a seven-year life and vest annually over a three-year period.

(b)  Legacy Petro-Canada SARs

This plan was discontinued on August 1, 2009. These SARs have a seven-year life and vest annually over a four-year period. All SARs granted under this plan expired at December 31, 2016.

The following table presents a summary of the activity related to Suncor's SAR plans:

                       2017
                     2016
 
   
 
    Number
(thousands)
  Weighted
Average
Exercise Price
($)
  Number
(thousands)
  Weighted
Average
Exercise Price
($)
 

Outstanding, beginning of year   485   34.90   957   27.98  

Granted   107   42.05   142   30.23  

Exercised   (176 ) 35.59   (610 ) 23.07  

Forfeited/expired   (29 ) 37.32   (4 ) 19.44  

Outstanding, end of year   387   36.38   485   34.90  

Exercisable, end of year   162   35.39   240   36.29  

28. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The company's financial instruments consist of cash and cash equivalents, accounts receivable, derivative contracts, substantially all accounts payable and accrued liabilities, debt, and certain portions of other assets and other long-term liabilities.

2017  ANNUAL REPORT   Suncor Energy Inc.   119



Non-Derivative Financial Instruments

The fair values of cash and cash equivalents, accounts receivable, short-term debt, and accounts payable and accrued liabilities approximate their carrying values due to the short-term maturities of those instruments.

The company's long-term debt and long-term financial liabilities are recorded at amortized cost using the effective interest method. At December 31, 2017, the carrying value of fixed-term debt accounted for under amortized cost was $12.1 billion (December 31, 2016 – $15.1 billion) and the fair value at December 31, 2017 was $14.7 billion (December 31, 2016 – $17.5 billion). The estimated fair value of long-term debt is based on pricing sourced from market data, which is considered a Level 2 fair value input.

Suncor entered into a partnership with Fort McKay First Nation (FMFN) and Mikisew Cree First Nation (MCFN) where FMFN and MCFN acquired a combined 49% partnership in the East Tank Farm Development. The partnership liability is recorded at amortized cost using the effective interest method. At December 31, 2017, the carrying value of the Partnership liability accounted for under amortized cost was $483 million (note 38).

Derivative Financial Instruments

(a) Non-Designated Derivative Financial Instruments

    Energy Trading Derivatives – The company's Energy Trading group uses physical and financial energy derivative contracts, including swaps, forwards and options to earn trading revenues.

    Risk Management Derivatives – The company periodically enters into derivative contracts in order to manage exposure to interest rates, commodity price and foreign exchange movements and which are a component of the company's overall risk management program.

The changes in the fair value of non-designated Energy Trading and Risk Management derivatives are as follows:

($ millions)   Energy
Trading
  Risk
Management
  Total    

Fair value outstanding at December 31, 2015   (18 ) 20   2    

  Cash Settlements – paid (received) during the year   29   (13 ) 16    

  Unrealized losses recognized in earnings during the year (note 9)   (47 ) (25 ) (72 )  

Fair value outstanding at December 31, 2016   (36 ) (18 ) (54 )  

  Cash Settlements – (received) paid during the year   (12 ) 17   5    

  Unrealized losses recognized in earnings during the year (note 9)   (37 ) (19 ) (56 )  

Fair value outstanding at December 31, 2017   (85 ) (20 ) (105 )  

(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 December 31, 2017, the company does not have any derivative instruments measured at fair value Level 3.

120   2017  ANNUAL REPORT   Suncor Energy Inc.


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 instrument assets and liabilities and assets available for sale measured at fair value for each hierarchy level as at December 31, 2017 and 2016.

($ millions)   Level 1   Level 2   Level 3   Total Fair
Value
   

  Accounts receivable   46   109     155    

  Accounts payable   (100 ) (109 )   (209 )  

Balance at December 31, 2016   (54 )     (54 )  

  Accounts receivable   21   53     74    

  Accounts payable   (74 ) (105 )   (179 )  

Balance at December 31, 2017   (53 ) (52 )   (105 )  

During the year ended December 31, 2017, there were no transfers between Level 1 and Level 2 fair value measurements.

Offsetting Financial Assets and Liabilities

The company enters into arrangements that allow for offsetting of derivative financial instruments and accounts receivable (payable), which are presented on a net basis on the balance sheet, as shown in the table below as at December 31, 2017 and 2016.

Financial Assets

($ millions)   Gross
Assets
  Gross
Liabilities
Offset
  Net Amounts
Presented
 

Derivatives   1 765   (1 610 ) 155  

Accounts receivable   2 058   (946 ) 1 112  

Balance at December 31, 2016   3 823   (2 556 ) 1 267  

Derivatives   1 126   (1 052 ) 74  

Accounts receivable   2 405   (1 252 ) 1 153  

Balance at December 31, 2017   3 531   (2 304 ) 1 227  

Financial Liabilities

($ millions)   Gross
Liabilities
  Gross
Assets
Offset
  Net Amounts
Presented
   

Derivatives   (1 819 ) 1 610   (209 )  

Accounts payable   (1 975 ) 946   (1 029 )  

Balance at December 31, 2016   (3 794 ) 2 556   (1 238 )  

Derivatives   (1 231 ) 1 052   (179 )  

Accounts payable   (2 270 ) 1 252   (1 018 )  

Balance at December 31, 2017   (3 501 ) 2 304   (1 197 )  

Risk Management

The company is exposed to a number of different risks arising from financial instruments. These risk factors include market risks, comprising commodity price risk, foreign currency risk and interest rate risk, as well as liquidity risk and credit risk.

The company maintains a formal governance process to manage its financial risks. The company's Commodity Risk Management Committee (CRMC) is charged with the oversight of the company's trading and credit risk management activities. Trading activities are defined as activities intended to manage risk associated with open price exposure of specific

2017  ANNUAL REPORT   Suncor Energy Inc.   121



volumes in transit or storage, enhance the company's operations, and enhance profitability through informed market calls, market diversification, economies of scale, improved transportation access, and leverage of assets, both physical and contractual. The CRMC, acting under the authority of the company's Board of Directors, meets regularly to monitor limits on risk exposures, review policy compliance and validate risk-related methodologies and procedures.

The nature of the risks faced by the company and its policies for managing such risks remains unchanged from December 31, 2016.

1) Market Risk

Market risk is the risk or uncertainty arising from market price movements and their impact on the future performance of the business. The market price movements that could adversely affect the value of the company's financial assets, liabilities and expected future cash flows include commodity price risk, foreign currency exchange risk and interest rate risk.

(a)  Commodity Price Risk

Suncor's financial performance is closely linked to crude oil prices (including pricing differentials for various product types) and, to a lesser extent, natural gas and refined product prices. The company may reduce its exposure to commodity price risk through a number of strategies. These strategies include entering into option contracts to limit exposure to changes in crude oil prices during transportation.

An increase of US$10.00 per barrel of crude oil as at December 31, 2017 would decrease pre-tax earnings for the company's outstanding derivative financial instruments by approximately $196 million (2016 – $112 million).

(b)  Foreign Currency Exchange Risk

The company is exposed to foreign currency exchange risk on revenues, capital expenditures, or financial instruments that are denominated in a currency other than the company's functional currency (Canadian dollars). As crude oil is priced in U.S. dollars, fluctuations in US$/Cdn$ exchange rates may have a significant impact on revenues. This exposure is partially offset through the issuance of U.S. dollar denominated debt. A 1% strengthening in the Cdn$ relative to the US$ as at December 31, 2017 would increase earnings related to the company's debt by approximately $142 million (2016 – $129 million).

(c)  Interest Rate Risk

The company is exposed to interest rate risk as changes in interest rates may affect future cash flows and the fair values of its financial instruments. The primary exposure is related to its revolving-term debt of commercial paper and future debt issuances.

To manage the company's exposure to interest rate volatility, the company may periodically enter into interest rate swap contracts to fix the interest rate of future debt issuances. As at December 31, 2017, the company had no outstanding forward starting swaps, as all the positions were settled during the year. The weighted average interest rate on total debt for the year ended December 31, 2017 was 5.7% (2016 – 6.2%).

The company's net earnings are sensitive to changes in interest rates on the floating rate portion of the company's debt, which are offset by cash balances. To the extent interest expense is not capitalized, if interest rates applicable to floating rate instruments increased by 1%, it is estimated that the company's pre-tax earnings would increase by approximately $6 million (2016 – $17 million). This assumes that the amount and mix of fixed and floating rate debt remains unchanged from December 31, 2017 and the company's cash balance, which it regularly invests in short-term financial instruments, exceeds the balance of floating rate debt. The proportion of floating interest rate exposure at December 31, 2017 was 14.9% of total debt outstanding (2016 – 7.8%).

2) Liquidity Risk

Liquidity risk is the risk that Suncor will not be able to meet its financial obligations when due. The company mitigates this risk by forecasting spending requirements as well as cash flow from operating activities, and maintaining sufficient cash, credit facilities, and debt shelf prospectuses to meet these requirements. Suncor's cash and cash equivalents and total credit facilities at December 31, 2017 were $2.7 billion and $8.2 billion, respectively. Of Suncor's $8.2 billion in total credit facilities, $4.7 billion were available at December 31, 2017. In addition, Suncor has $2.0 billion of unused capacity under a Canadian debt shelf prospectus and an unused capacity of US$2.25 billion under a U.S. debt shelf prospectus.

Surplus cash is invested into a range of short-dated money market securities. Investments are only permitted in high credit quality government or corporate securities. Diversification of these investments is managed through counterparty credit limits.

122   2017  ANNUAL REPORT   Suncor Energy Inc.


The following table shows the timing of cash outflows related to trade and other payables and debt.

                       December 31, 2016
 
   
($ millions)   Trade and
Other
Payables (1)
  Gross
Derivative
Liabilities (2)
  Debt (3)  

Within one year   5 379   1 819   2 325  

1 to 3 years   28     5 238  

3 to 5 years   14     3 031  

Over 5 years   43     19 934  

    5 464   1 819   30 528  

 
                       December 31, 2017
 
   
($ millions)   Trade and
Other
Payables (1)
  Gross
Derivative
Liabilities (2)
  Debt (3)  

Within one year   6 024   1 231   3 027  

1 to 3 years   38     1 949  

3 to 5 years   38     3 184  

Over 5 years       20 160  

    6 100   1 231   28 320  

(1)
Trade and other payables exclude net derivative liabilities of $179 million (2016 – $209 million)

(2)
Gross derivative liabilities of $1 231 million (2016 – $1 819 million) are offset by gross derivative assets of $1 052 million (2016 – $1 610 million), resulting in a net amount of $179 million (2016 – $209 million).

(3)
Debt includes short-term debt, long-term debt, finance leases and interest payments on fixed-term debt and commercial paper.

3) Credit Risk

Credit risk is the risk that a customer or counterparty will fail to perform an obligation or fail to pay amounts due causing a financial loss. The company's credit policy is designed to ensure there is a standard credit practice throughout the company to measure and monitor credit risk. The policy outlines delegation of authority, the due diligence process required to approve a new customer or counterparty and the maximum amount of credit exposure per single entity. Before transactions begin with a new customer or counterparty, its creditworthiness is assessed, a credit rating and a maximum credit limit are assigned. The assessment process is outlined in the credit policy and considers both quantitative and qualitative factors. The company constantly monitors the exposure to any single customer or counterparty along with the financial position of the customer or counterparty. If it is deemed that a customer or counterparty has become materially weaker, the company will work to reduce the credit exposure and lower the assigned credit limit. Regular reports are generated to monitor credit risk and the Credit Committee meets quarterly to ensure compliance with the credit policy and review the exposures.

A substantial portion of the company's accounts receivable are with customers in the oil and gas industry and are subject to normal industry credit risk. At December 31, 2017, substantially all of the company's trade receivables were current.

The company may be exposed to certain losses in the event that counterparties to derivative financial instruments are unable to meet the terms of the contracts. The company's exposure is limited to those counterparties holding derivative contracts owing to the company at the reporting date. At December 31, 2017, the company's exposure was $1 126 million (December 31, 2016 – $1 765 million).

29. CAPITAL STRUCTURE FINANCIAL POLICIES

The company's primary capital management strategy is to maintain a conservative balance sheet, which supports a solid investment grade credit rating profile. This objective affords the company the financial flexibility and access to the capital it requires to execute on its growth objectives.

The company's capital is primarily monitored by reviewing the ratios of net debt to funds from operations (1) and total debt to total debt plus shareholders' equity.

2017  ANNUAL REPORT   Suncor Energy Inc.   123


Net debt to funds from operations is calculated as short-term debt plus total long-term debt less cash and cash equivalents divided by funds from operations for the year then ended.

Total debt to total debt plus shareholders' equity is calculated as short-term debt plus total long-term debt divided by short-term debt plus total long-term debt plus shareholders' equity. This financial covenant under the company's various banking and debt agreements shall not be greater than 65%.

The company's financial covenant is reviewed regularly and controls are in place to maintain compliance with the covenant. The company complied with financial covenants for the years ended December 31, 2017 and 2016. The company's financial measures, as set out in the following schedule, were unchanged from 2016. The company believes that achieving its capital target helps to provide the company access to capital at a reasonable cost by maintaining solid investment grade credit ratings. The company operates in a fluctuating business environment and ratios may periodically fall outside of management's targets. The company addresses these fluctuations by capital expenditure reductions and sales of non-core assets to ensure net debt achieves management's targets.

($ millions)   Capital
Measure
Target
  December 31,
2017
  December 31,
2016
 

Components of ratios              

  Short-term debt       2 136   1 273  

  Current portion of long-term debt       71   54  

  Long-term debt       13 372   16 103  

    Total debt       15 579   17 430  

  Less: Cash and cash equivalents       2 672   3 016  

    Net debt       12 907   14 414  

  Shareholders' equity       45 383   44 630  

  Total capitalization (total debt plus shareholders' equity)       60 962   62 060  

  Funds from operations (1)       9 139   5 988  

Net debt to funds from operations   <3.0 times   1.4   2.4  

Total debt to total debt plus shareholders' equity       26%   28%  

(1)
Funds from operations is calculated as cash flow from operating activities before changes in non-cash working capital, and is a non-GAAP financial measure.

124   2017  ANNUAL REPORT   Suncor Energy Inc.


30. JOINT ARRANGEMENTS

Joint Operations

The company's material joint operations as at December 31 are set out below:

Material Joint Operations   Principal Activity   Country of
Incorporation and
Principal Place of
Business
  Ownership %
2017
  Ownership %
2016
 

Oil Sands                  

Operated by Suncor:                  

  Fort Hills Energy Limited Partnership   Oil sands development   Canada   53.06   50.80  

Non-operated:                  

  Syncrude   Oil sands development   Canada   53.74   53.74  

Exploration and Production                  

Operated by Suncor:                  

  Terra Nova   Oil and gas production   Canada   37.68   37.68  

Non-operated:                  

  White Rose and the White Rose Extensions   Oil and gas production   Canada   26.13-27.50   26.13-27.50  

  Hibernia and the Hibernia South Extension Unit   Oil and gas production   Canada   19.19-20.00   19.13-20.00  

  Hebron   Oil and gas production   Canada   21.03   21.03  

  Harouge Oil Operations   Oil and gas production   Libya   49.00   49.00  

  Buzzard   Oil and gas production   United Kingdom   29.89   29.89  

  Golden Eagle Area Development   Oil and gas production   United Kingdom   26.69   26.69  

  North Sea Rosebank Project   Oil and gas production   United Kingdom   30.00   30.00  

  Oda   Oil and gas production   Norway   30.00   30.00  

Joint Ventures and Associates

The company does not have any joint ventures or associates that are considered individually material. Summarized aggregate financial information of the joint ventures and associates, which are all included in the company's Refining and Marketing operations, are shown below:

                       Joint ventures                      Associates    
   
 
($ millions)   2017   2016   2017   2016    

Net earnings (loss)   1   1   (3 ) (3 )  

Other comprehensive income            

Total comprehensive income (loss)   1   1   (3 ) (3 )  

Carrying amount as at December 31   51   45   89   93    

2017  ANNUAL REPORT   Suncor Energy Inc.   125


31. SUBSIDIARIES

Material subsidiaries, each of which is wholly owned, either directly or indirectly, by the company as at December 31, 2017, are shown below:

Material Subsidiaries   Principal Activity  

Canadian Operations      

Suncor Energy Oil Sands Limited Partnership

 

This partnership holds most of the company's Oil Sands operations assets.

 

Suncor Energy Ventures Corporation   A subsidiary which indirectly owns a 36.74% ownership in the Syncrude joint operation previously owned by COS.  

Suncor Energy Ventures Partnership   A subsidiary which owns a 17% ownership in the Syncrude joint operation.  

Suncor Energy Products Partnership   This partnership holds substantially all of the company's Canadian refining and marketing assets.  

Suncor Energy Marketing Inc.   Through this subsidiary, production from the upstream Canadian businesses is marketed. This subsidiary also administers Suncor's energy trading activities and power business, markets certain third-party products, procures crude oil feedstock and natural gas for its downstream business, and procures and markets natural gas liquids (NGLs) and liquefied petroleum gas (LPG) for its downstream business.  

U.S. Operations      

Suncor Energy (U.S.A.) Marketing Inc.

 

A subsidiary that procures and markets third-party crude oil, in addition to procuring crude oil feedstock for the company's refining operations.

 

Suncor Energy (U.S.A.) Inc.   A subsidiary through which the company's U.S. refining and marketing operations are conducted.  

International Operations      

Suncor Energy UK Limited

 

A subsidiary through which the majority of the company's North Sea operations are conducted.

 

The table does not include wholly owned subsidiaries that are immediate holding companies of the operating subsidiaries. For certain foreign operations of the company, there are restrictions on the sale or transfer of production licences, which would require approval of the applicable foreign government.

32. RELATED PARTY DISCLOSURES

Related Party Transactions

The company enters into transactions with related parties in the normal course of business, which includes purchases of feedstock, distribution of refined products, and sale of refined products and byproducts. These transactions are with joint ventures and associated entities in the company's Refining and Marketing operations, including pipeline, refined product and

126   2017  ANNUAL REPORT   Suncor Energy Inc.



petrochemical companies. A summary of the significant related party transactions as at and for the year ended December 31, 2017 and 2016 are as follows:

($ millions)   2017   2016  

Sales (1)   590   667  

Purchases   223   152  

Accounts receivable   44   61  

Accounts payable and accrued liabilities   28   42  

(1)
Includes sales to Parachem Chemicals Inc. of $301 million (2016 – $219 million) and UPI Inc. of nil (2016 – $226 million). The company's remaining interest in UPI Inc. was sold during the fourth quarter of 2016 and is no longer a related party. Sales to UPI Inc. up to the closing date of October 31, 2016 have been included.

Compensation of Key Management Personnel

Compensation of the company's Board of Directors and members of the Executive Leadership Team for the years ended December 31 is as follows:

($ millions)   2017   2016  

Salaries and other short-term benefits   12   13  

Pension and other post-retirement benefits   5   5  

Share-based compensation   49   74  

    66   92  

33. COMMITMENTS, CONTINGENCIES AND GUARANTEES

(a) Commitments

Future payments under the company's commitments, including service arrangements for pipeline transportation agreements and for various premises, service stations and other property and equipment, are as follows:

                       Payment due by period  
   
($ millions)   2018   2019   2020   2021   2022   2023
and
beyond
  Total  

Commitments                              

  Product transportation and storage   1 108   976   983   993   905   9 603   14 568  

  Energy services   199   160   204   141   143   353   1 200  

  Exploration work commitments     115   138   157   87     497  

  Other   356   191   190   143   83   406   1 369  

Operating leases   439   330   291   252   208   687   2 207  

    2 102   1 772   1 806   1 686   1 426   11 049   19 841  

Significant operating leases expire at various dates through 2028. For the year ended December 31, 2017, operating lease expense was $400 million (2016 – $699 million).

In addition to the commitments in the above table, the company has other obligations for goods and services and raw materials entered into in the normal course of business, which may terminate on short notice. Such obligations include commodity purchase obligations which are transacted at market prices. The company has also entered into a pipeline commitment of $8.2 billion with a contract term of 20 years, which is awaiting regulatory approval. In the event regulatory approval is not obtained, the company has not committed to reimbursing certain costs to the service provider.

2017  ANNUAL REPORT   Suncor Energy Inc.   127



(b) Contingencies

Legal and Environmental Contingent Liabilities

The company is defendant and plaintiff in a number of legal actions that arise in the normal course of business. The company believes that any liabilities that might arise pertaining to such matters would not have a material effect on its consolidated financial position.

The company may also have environmental contingent liabilities, beyond decommissioning and restoration liabilities (recognized in note 25), which are reviewed individually and are reflected in the company's consolidated financial statements if material and more likely than not to be incurred. These contingent environmental liabilities primarily relate to the mitigation of contamination at sites where the company has had operations. For any unrecognized environmental contingencies, the company believes that any liabilities that might arise pertaining to such matters would not have a material effect on its consolidated financial position.

Costs attributable to these commitments and contingencies are expected to be incurred over an extended period of time and to be funded from the company's cash flow from operating activities. Although the ultimate impact of these matters on net earnings cannot be determined at this time, the impact is not expected to be material.

Operational Risk

The company also has exposure to some operational risks, which is reduced by maintaining an insurance program.

The company carries property damage and business interruption insurance with varying coverage limits and deductible amounts based on the asset. As of December 31, 2017, Suncor's insurance program included coverage of up to US$1.3 billion for oil sands risks, up to US$0.95 billion for offshore risks and up to US$1.3 billion for refining risks. These limits are all net of deductible amounts or waiting periods and may be subject to certain price and daily volume limits. The company also has primary property insurance for up to US$400 million; also net of the deductible that covers all of Suncor's physical assets. As part of its normal course of operations, Suncor also carries risk mitigation instruments in the aggregate amount of US$300 million on certain foreign operations.

(c) Guarantees

At December 31, 2017, the company provides loan guarantees to certain retail licensees and wholesale marketers. Suncor's maximum potential amount payable under these loan guarantees is $125 million.

The company has also agreed to indemnify holders of all notes and debentures and the company's credit facility lenders (see note 22) for added costs relating to withholding taxes. Similar indemnity terms apply to certain facility and equipment leases. There is no limit to the maximum amount payable under these indemnification agreements. The company is unable to determine the maximum potential amount payable as government regulations and legislation are subject to change without notice. Under these agreements, the company has the option to redeem or terminate these contracts if additional costs are incurred.

The company also has guaranteed its working-interest share of certain joint venture undertakings related to transportation services agreements entered into with third parties. The guaranteed amount is limited to the company's share in the joint arrangement. As at December 31, 2017, the probability is remote that these guarantee commitments will impact the company.

34. ROSEBANK ACQUISITION

On October 6, 2016, Suncor completed the purchase of a 30% interest in the U.K. North Sea Rosebank project from OMV (U.K.) Limited (OMV) for an initial payment of US$50 million to OMV. In the event the co-venturers approve the Rosebank project final investment decision and Suncor elects to participate, Suncor could pay additional consideration of up to US$165 million. As the additional consideration is dependent on Suncor approval of the final investment decision, no amount has been recognized at December 31, 2017.

35. FORT HILLS

On December 21, 2017, the Fort Hills partners resolved their commercial dispute and reached an agreement in which Suncor acquired an additional 2.26% interest in the project for consideration of $308 million. Teck Resources Ltd. (Teck) also acquired

128   2017  ANNUAL REPORT   Suncor Energy Inc.



an additional 0.89% interest in the project as a result of the agreement. Suncor's share in the project has increased to 53.06% and Teck's share has increased to 20.89% with Total E&P Canada Ltd. (Total) share decreasing to 26.05%.

The company has updated its commodity price, capital cost and operating cost assumptions for its Fort Hills project. As a result, the company performed an impairment test on its share of the project as at December 31, 2017. The impairment test was performed using a fair value less cost of disposal methodology, and no impairment was noted. An expected cash flow approach was used based on 2017 year end reserves data and long-range planning assumptions reviewed and approved by management, with the following assumptions (Level 3 fair value inputs):

WCS price forecasts of $56.40/bbl in 2018, $63.60/bbl in 2019, $65.60/bbl in 2020, $67.50/bbl in 2021, $71.60/bbl in 2022, $75.00/bbl in 2023 and beyond, (expressed in real dollars), adjusted for asset specific location and quality differentials;

risk-adjusted discount rate of 7.25% (after-tax);

production of approximately 100,800 bbls/d, net to Suncor, following a twelve-month ramp-up period starting in the first quarter of 2018; and

operating costs averaging approximately $21.95/bbl over the life of the project (expressed in real dollars).

Based on the above assumptions, the estimated recoverable amount in respect of the company's interest in Fort Hills exceeds the carrying value. The recoverable amount is sensitive to changes in the key assumptions. Future changes in these assumptions, individually or in combination, could result in the recoverable amount being less than the carrying value and require an impairment adjustment. A 5% decrease in the assumed realized prices would decrease the recoverable amount by approximately $1.1 billion. A 1% increase in the discount rate would decrease the recoverable amount by approximately $1.6 billion and a 5% increase in the estimated future operating costs would decrease the recoverable amount by $0.5 billion (sensitivities are after-tax).

The carrying value of the company's share of the Fort Hills project at December 31, 2017 was $11.8 billion, which includes capitalized interest, capital leases and amounts allocated to the project at the time of the company's merger with Petro-Canada in 2009.

36. SALE OF LUBRICANTS BUSINESS

On February 1, 2017, the company completed the previously announced sale of its lubricants business for proceeds of $1.1 billion before closing adjustments and other closing costs. The sale of this business resulted in an after-tax gain of $354 million, including a current tax expense of $101 million and a deferred tax recovery of $11 million, in the Refining and Marketing segment.

The table below details the assets and liabilities of the lubricants business that were held for sale as at December 31, 2016:

($ millions)      

Assets      

  Accounts receivable   209  

  Prepaids   3  

  Inventories   258  

  Property, plant and equipment, net   428  

Total assets   898  

Liabilities      

  Accounts payable and accrued liabilities   72  

  Income taxes payable   3  

  Pension liability   20  

  Deferred income taxes   71  

Total liabilities   166  

2017  ANNUAL REPORT   Suncor Energy Inc.   129


37. SALE OF CEDAR POINT

The company sold its interest in the Cedar Point wind facility in southwest Ontario for proceeds of $291 million before closing adjustments and other closing costs, with an effective date of January 1, 2017. The disposition resulted in an after-tax gain of $83 million, including a current tax expense of $29 million and a deferred tax recovery of $15 million, in the Corporate, Energy Trading and Eliminations segment.

The table below details the assets and liabilities of the renewable energy business that were held for sale as at December 31, 2016:

($ millions)      

Assets      

  Accounts receivable   23  

  Property, plant and equipment, net   284  

Total assets   307  

Liabilities      

  Accounts payable and accrued liabilities   12  

  Other long-term liabilities   10  

  Provisions   9  

Total liabilities   31  

38. EAST TANK FARM DEVELOPMENT PARTNERSHIP (ETFD)

The ETFD consists of bitumen storage, blending and cooling facilities and connectivity to third party pipelines and began operations on July 14, 2017. ETFD will be solely responsible for moving the product of the Fort Hills joint operation to market. On November 22, 2017, the company completed the previously announced disposition of a 49% ownership interest in the ETFD to the Fort McKay First Nation and the Mikisew Cree First Nation for gross proceeds of $503 million. Suncor retained a 51% ownership interest and remains as operator of the assets. The assets are held by a newly formed limited partnership, which has a non-discretionary obligation to distribute the variable monthly residual cash in ETFD to the partners. Therefore, the company has recorded a liability within Other Long-Term Liabilities to reflect the 49% non-controlling interest of the third parties. As a result, the company will continue to consolidate 100% of the results of the Partnership. During the year ended December 31, 2017 the company paid $25 million in distributions to the partners, of which $5 million was allocated to interest expense and $20 million to the principal.

39. SUSPENDED EXPLORATORY WELL COSTS

($ millions)   2017   2016    

Beginning of year     212    

Additions     209    

Transfers to oil and gas assets     (65 )  

Capitalized exploratory well costs charged to expense     (356 )  

End of year        

At December 31, 2017 and December 31, 2016, there were no suspended capitalized costs for exploratory wells. During 2016, one well was transferred to oil and gas assets as the project received sanction, and the remaining wells were impaired to a zero carrying value due to uncertainty around plans for future development.

130   2017  ANNUAL REPORT   Suncor Energy Inc.


40. SUBSEQUENT EVENTS

On February 7, 2018, Suncor reached an agreement with Canbriam Energy Inc. (Canbriam) to exchange all of Suncor's northeast British Columbia mineral landholdings, including production, and consideration of $52 million for a 37% equity interest in Canbriam, a private natural gas company. The transaction is subject to regulatory approval and is expected to close in the first quarter of 2018.

On February 12, 2018 Suncor announced that it had entered into a purchase and sale agreement with Mocal Energy Limited (Mocal) to acquire Mocal's 5% interest in the Syncrude oil sands mining and upgrading joint arrangement for US$730 million ($925 million), subject to closing adjustments. The transaction has an effective date of January 1, 2018 and closed on February 23, 2018. Upon completion of the transaction, Suncor's working interest in Syncrude increased to 58.74%.

On February 20, 2018, Suncor acquired an additional 0.49% interest in the Fort Hills project for consideration of $65 million. The additional interest is an outcome of the commercial dispute settlement agreement reached among the Fort Hills partners on December 21, 2017. Teck also acquired an additional 0.19% interest in the project. Suncor's share in the project has increased to 53.55% and Teck's share has increased to 21.08% with Total's share decreasing to 25.37%. Working interests in the Fort Hills project may continue to be adjusted in accordance with the terms of the agreement.

On February 12, 2018, Suncor reached an agreement with Faroe Petroleum to purchase a 17.5% interest in the Fenja project in Norway for US$54.5 million ($68 million). This mature, well-defined project is awaiting regulatory approval and the transaction is expected to close in the second quarter of 2018, subject to customary closing conditions.

2017  ANNUAL REPORT   Suncor Energy Inc.   131




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Audited Consolidated Financial Statements of Suncor Energy Inc. for the fiscal year ended December 31, 2017

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EXHIBIT 99-2


Management's Discussion and Analysis for the fiscal year ended December 31, 2017,
dated March 1, 2018



MANAGEMENT'S DISCUSSION
AND ANALYSIS
March 1, 2018

 
   
   
   

This Management's Discussion and Analysis (this MD&A) should be read in conjunction with Suncor's December 31, 2017 audited Consolidated Financial Statements and the accompanying notes. 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 March 1, 2018 (the 2017 AIF), which is also filed with the SEC under cover of Form 40-F, is available online at www.sedar.com, www.sec.gov and our website, www.suncor.com. Information on or connected to our website, even if referred to in this MD&A, does not constitute part of this MD&A.

References to "we", "our", "Suncor", or "the company" mean Suncor Energy Inc., its subsidiaries, partnerships and joint arrangements, unless the context requires otherwise. For a list of abbreviations that may be used in this MD&A, refer to the Advisories – Common Abbreviations section of this MD&A.

 
 
 
 
 
 

14   2017  ANNUAL REPORT   Suncor Energy Inc.


 
 
 

 
MD&A – Table of Contents

16   Financial and Operating Summary

19   Suncor Overview

22   Financial Information

27   Segment Results and Analysis

40   Fourth Quarter 2017 Analysis

42   Quarterly Financial Data

45   Capital Investment Update

48   Financial Condition and Liquidity

53   Accounting Policies and Critical Accounting Estimates

56   Risk Factors

65   Other Items

67   Advisories

Basis of Presentation

Unless otherwise noted, all financial information has been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and Canadian generally accepted accounting principles (GAAP) as contained within Part 1 of the Canadian Institute of Chartered Professional Accountants Handbook.

All financial information is reported in Canadian dollars, unless otherwise noted. Production volumes are presented on a working-interest basis, before royalties, unless otherwise noted.

References to Oil Sands operations exclude Suncor's interest in Syncrude operations.

Non-GAAP Financial Measures

Certain financial measures in this MD&A – namely operating earnings (loss), funds from (used in) operations, return on capital employed (ROCE), Oil Sands operations cash operating costs, Syncrude cash operating costs, refining margin, refining operating expense, discretionary free funds flow, and last-in, first-out (LIFO) – are not prescribed by GAAP. Operating earnings (loss) is defined in the Advisories – Non-GAAP Financial Measures section of this MD&A and reconciled to GAAP measures in the Financial Information and Segment Results and Analysis sections of this MD&A. Oil Sands operations cash operating costs, Syncrude cash operating costs and LIFO are defined in the Advisories – Non-GAAP Financial Measures section of this MD&A and reconciled to GAAP measures in the Segment Results and Analysis section of this MD&A. ROCE, funds from (used in) operations, discretionary free funds flow, refining margin and refining operating expense are defined and reconciled to GAAP measures in the Advisories – Non-GAAP Financial Measures section of this MD&A.

Measurement Conversions

Crude oil and natural gas liquids volumes have been converted to mcfe on the basis of one bbl to six mcf in this MD&A. Also, certain natural gas volumes have been converted to boe or mboe on the same basis. Refer to the Advisories – Measurement Conversions section of this MD&A.

Common Abbreviations

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

Risks and Forward-Looking Information

The company's financial and operational performance is potentially affected by a number of factors, including, but not limited to, the factors described in the Risk Factors section of this MD&A.

This MD&A contains forward-looking information based on Suncor's current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in this MD&A and Suncor's other disclosure documents, many of which are beyond the company's control. Users of this information are cautioned that actual results may differ materially. Refer to the Advisories – Forward-Looking Information section of this MD&A for information on the material risk factors and assumptions underlying our forward-looking information.

2017  ANNUAL REPORT   Suncor Energy Inc.   15


1. FINANCIAL AND OPERATING SUMMARY

Financial Summary

Year ended December 31 ($ millions, except per share amounts)   2017   2016   2015    

Gross Revenues   32 982   27 072   29 589    

  Royalties   (931 ) (265 ) (381 )  

Operating revenues, net of royalties   32 051   26 807   29 208    

Net earnings (loss)   4 458   445   (1 995 )  

  per common share – basic   2.68   0.28   (1.38 )  

  per common share – diluted   2.68   0.28   (1.38 )  

Operating earnings (loss) (1)   3 188   (83 ) 1 465    

  per common share – basic   1.92   (0.05 ) 1.01    

Funds from operations (1)   9 139   5 988   6 806    

  per common share – basic   5.50   3.72   4.71    

Cash flow provided by operating activities   8 966   5 680   6 884    

  per common share – basic   5.40   3.53   4.76    

Dividends paid on common shares   2 124   1 877   1 648    

  per common share – basic   1.28   1.16   1.14    

Weighted average number of common shares in millions – basic   1 661   1 610   1 446    

Weighted average number of common shares in millions – diluted   1 665   1 612   1 447    

ROCE (1) (%)   6.7   0.4   0.5    

ROCE (1) , excluding major projects in progress (%)   8.6   0.5   0.6    

Capital Expenditures (2)   5 822   5 986   6 220    

  Sustaining   2 916   2 275   2 602    

  Growth   2 906   3 711   3 618    

Discretionary free funds flow (1)   4 056   1 797   2 556    

Balance Sheet (at December 31)                

  Total assets   89 494   88 702   77 527    

  Long-term debt (3)   13 443   16 157   14 556    

  Net debt   12 907   14 414   11 254    

  Total liabilities   44 111   44 072   38 488    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

(2)
Excludes capitalized interest.

(3)
Includes current portion of long-term debt.

16   2017  ANNUAL REPORT   Suncor Energy Inc.


Operating Summary

Year ended December 31   2017   2016   2015  

Production Volumes (mboe/d)              

  Oil Sands   563.7   504.9   463.4  

  Exploration and Production   121.6   117.9   114.4  

Total   685.3   622.8   577.8  

Production Mix              

  Crude oil and liquids / natural gas (%)   100/0   99/1   99/1  

Average Price Realizations (1) ($/boe)              

  Oil Sands operations   54.24   39.97   48.78  

  Syncrude   66.05   56.38   59.74  

  Exploration and Production   66.20   53.34   60.53  

Refinery crude oil processed (mbbls/d)   441.2   428.6   432.1  

Refinery Utilization (2) (%)              

  Eastern North America   93   92   94  

  Western North America   98   94   93  

    96   93   94  

(1)
Net of transportation costs, but before royalties.

(2)
Refinery utilization is the amount of crude oil run through crude distillation units, expressed as a percentage of the nameplate capacity of these units.

2017  ANNUAL REPORT   Suncor Energy Inc.   17


Segment Summary

Year ended December 31 ($ millions)   2017   2016   2015    

Net earnings (loss)                

  Oil Sands   1 009   (1 149 ) (856 )  

  Exploration and Production   732   190   (758 )  

  Refining and Marketing   2 658   1 890   2 306    

  Corporate, Energy Trading and Eliminations   59   (486 ) (2 687 )  

Total   4 458   445   (1 995 )  

Operating earnings (loss) (1)                

  Oil Sands   954   (1 109 ) (111 )  

  Exploration and Production   746   10   7    

  Refining and Marketing   2 164   1 890   2 274    

  Corporate, Energy Trading and Eliminations   (676 ) (874 ) (705 )  

Total   3 188   (83 ) 1 465    

Funds from (used in) operations (1)                

  Oil Sands   4 738   2 669   2 835    

  Exploration and Production   1 725   1 313   1 386    

  Refining and Marketing   2 841   2 606   2 921    

  Corporate, Energy Trading and Eliminations   (165 ) (600 ) (336 )  

Total   9 139   5 988   6 806    

Cash flow provided by (used in) operating activities                

  Oil Sands   4 287   2 286   2 808    

  Exploration and Production   1 712   1 373   1 708    

  Refining and Marketing   4 404   3 393   3 227    

  Corporate, Energy Trading and Eliminations   (1 437 ) (1 372 ) (859 )  

Total   8 966   5 680   6 884    

(1)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

18   2017  ANNUAL REPORT   Suncor Energy Inc.


2. SUNCOR OVERVIEW

Suncor is an integrated energy company headquartered in Calgary, Alberta, Canada. We are strategically focused on developing one of the world's largest petroleum resource basins – Canada's Athabasca oil sands. In addition, we explore for, acquire, develop, produce and market crude oil and natural gas in Canada and internationally; we transport and refine crude oil, and we market petroleum and petrochemical products primarily in Canada. We also conduct energy trading activities focused principally on the marketing and trading of crude oil, natural gas and byproducts. We also operate a renewable energy business as part of our overall portfolio of assets.

For a description of Suncor's business segments, refer to the Segment Results and Analysis section of this MD&A.

Suncor's Strategy

We are committed to delivering competitive and sustainable returns to shareholders by focusing on capital discipline, operational excellence and long-term profitable growth, and by leveraging our competitive advantages: an industry-leading long-life, low-decline oil sands reserves base, a highly efficient, tightly integrated downstream, a focused offshore business that provides geographic and cash flow diversification, financial strength, industry expertise and a commitment to sustainability. Key components of Suncor's strategy include:

Profitably operate and develop our reserves – Suncor's growth and development plan is focused on projects and initiatives, such as the Fort Hills and Hebron ramp ups and asset optimization with Syncrude, that are expected to provide long-term profitability for the company. The company's significant long-life reserves base and industry expertise in oil sands has laid the groundwork for achieving this growth. Suncor's economies of scale have also allowed us to focus on near-term oil sands growth through low-cost efficiency improvements and expansion projects.

Optimize value through integration – From the ground to the gas station, Suncor optimizes its profit along each step of the value chain through oil sands, offshore and downstream integration, which helps to cushion Suncor from the effects of western Canadian crude price differentials. As upstream production grows, securing access to global pricing through the company's refining operations and midstream logistics network helps to maximize profit on each upstream barrel.

Achieve industry-leading unit costs in each business segment – Through a focus on operational excellence, Suncor is aiming to get the most out of our operations. Driving down costs and a continued focus on improved productivity and reliability will help to achieve this.

Industry leader in sustainable development – Suncor is focused on triple bottom line sustainability, which means leadership and industry collaboration in environmental performance, social responsibility and creating a strong economy.

2017 Highlights

Financial results summary

In 2017, Suncor delivered its strongest financial results in more than three years, resulting from improved benchmarks for crude oil pricing and refinery crack spreads, several new production and sales records in 2017 and the sustainment of cost savings achieved between 2014 and 2016.

Annual records established in 2017 include: total upstream production of 685,300 boe/d, refinery crude throughput of 441,200 bbls/d and record wholesale and retail sales volumes in Canada.

Net earnings for 2017 were $4.458 billion, compared to $445 million in 2016.

Operating earnings (1) in 2017 were $3.188 billion, compared to an operating loss (1) of $83 million in 2016.

Funds from operations (1) for 2017 was $9.139 billion, compared to $5.988 billion in 2016. Cash flow provided by operating activities, which includes changes in non-cash working capital, for 2017 was $8.966 billion, compared to $5.680 billion in 2016.

ROCE (1) (excluding major projects in progress) improved to 8.6% for 2017, compared to 0.5% in 2016.

Production successfully achieved at both of Suncor's key growth projects, Fort Hills and Hebron, with focus now shifting to the safe and reliable production ramp up.

At Fort Hills, the mining and primary extraction assets began producing during 2017 and the first of three secondary extraction trains was successfully brought online subsequent to the end of the year. Paraffinic froth-treated bitumen is now being produced and shipped to market and Fort Hills is expected to reach 90% of production capacity by the end of 2018.

(1)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

2017  ANNUAL REPORT   Suncor Energy Inc.   19


First oil at Hebron was achieved ahead of schedule and production continues to ramp up following favourable initial results. The peak production rate is expected to be more than 30,000 bbls/d, net to Suncor, following a ramp up phase of several years.

During the fourth quarter of 2017, the Fort Hills partners successfully resolved their commercial funding dispute and reached an agreement whereby Suncor and Teck Resources Limited (Teck) each acquired additional working interests in the Fort Hills project from Total E&P Canada Ltd. (Total). Under the terms of the agreement, which was executed on December 21, 2017, Suncor's share increased to 53.06% at the end of 2017 and, subsequent to the end of the year, increased by a further 0.49%.

Oil Sands production increased to 563,700 bbls/d in 2017, compared to 504,900 bbls/d in 2016, representing a new annual production record.

Oil Sands operations production increased to 429,400 bbls/d in 2017 combined with upgrader reliability of 91%. Production in 2016 was 374,800 bbls/d and was impacted by the forest fires in the Fort McMurray area.

Oil Sands operations cash operating costs per barrel (1) decreased to $23.80 in 2017, from $26.50 in 2016, and were the lowest in over a decade. The decrease was primarily a result of increased Oil Sands operations production, combined with the company's ability to sustain the cost reductions achieved in recent years.

Reliability at Syncrude continues to be a focus, and the company began efforts in 2017 to work with the other Syncrude owners on a framework to drive operating efficiencies, improve performance and develop regional synergies. In 2017, bitumen from MacKay River was successfully processed through the Syncrude upgrader and Syncrude intermediate production was handled by Oil Sands operations to assist in inventory management, demonstrating potential synergies between the two companies.

Subsequent to the end of the year, Suncor acquired an additional 5% interest in Syncrude from Mocal Energy Limited (Mocal) for US$730 million, or approximately $925 million, subject to closing adjustments. The transaction adds 17,500 bbls/d of SCO capacity and increases the company's ownership interest to 58.74%.

Suncor generated $2.1 billion in proceeds from the sale of non-core assets in 2017.

In 2017, Suncor closed the sale of its Petro-Canada Lubricants Inc. (lubricants) business for gross proceeds of $1.125 billion and completed the sale of its interests in both the Cedar Point and Ripley wind facilities for combined proceeds of $339 million.

In 2017, Suncor completed the sale of a combined 49% interest in the East Tank Farm Development (ETFD) to the Fort McKay and Mikisew Cree First Nations for proceeds of $503 million. This mutually beneficial agreement represents the most significant business investment ever made in Canada by First Nations and demonstrates Suncor's commitment to sustainable resource development in partnership with the community.

The proceeds from the sales of non-core assets were combined with the issuance of US$750 million of 4.00% senior unsecured notes, due in 2047, and used for the early redemption of more than $3.0 billion of long-term debt, originally due in 2018. The net decrease in long-term debt is expected to reduce future financing costs and provide additional balance sheet flexibility.

Refining and Marketing (R&M) attained several new records in 2017 and achieved 96% average refinery utilization.

Record crude throughput of 441,200 bbls/d was achieved in 2017, compared to 428,600 bbls/d in the prior year. The increase was a result of improved reliability in 2017 and allowed the company to take advantage of an improved business environment.

Strong product demand helped R&M establish new sales volume records at its Retail and Wholesale operations in Canada.

Exploration and Production (E&P) delivered strong results in 2017 and continues to evaluate low-cost development opportunities.

Production increased to 121,600 boe/d in 2017, compared to 117,900 boe/d in 2016, primarily due to production from East Coast Canada development drilling, increased production in Libya and first oil from the Hebron project later in 2017 offsetting natural declines for the U.K. and East Coast Canada assets.

Operating costs reduced by 14%, primarily as a result of continued focus on cost reduction efforts and a stronger Canadian dollar compared with the British pound that reduced expenses in the U.K.

The West White Rose Project was sanctioned during the second quarter of 2017, with first oil targeted in 2022, and the company continued to advance development work at the Oda project in Norway and pre-sanction design work on the Rosebank future development project in the U.K.

(1)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

20   2017  ANNUAL REPORT   Suncor Energy Inc.


Suncor returned additional value to shareholders in 2017 through increased dividends and share repurchases.

Discretionary free funds flow (1) , which represents funds from operations less sustaining capital and dividends, improved to $4.056 billion in 2017, compared to $1.797 billion in 2016.

The company commenced a Normal Course Issuer Bid (NCIB) in the second quarter of 2017, and repurchased $1.413 billion of its own shares for cancellation during 2017.

The company paid $2.124 billion in dividends in 2017, with a 10% increase in the dividend per share over the prior year.

Subsequent to the end of the year, Suncor's Board of Directors approved a quarterly dividend of $0.36 per common share, which represents an increase of 12.5% over the quarterly 2017 dividend, and also approved a further $2.0 billion share repurchase program, continuing to demonstrate the company's ability to generate cash flow and commitment to return cash to shareholders.

(1)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

2017  ANNUAL REPORT   Suncor Energy Inc.   21


3. FINANCIAL INFORMATION

Net Earnings

Suncor's net earnings in 2017 were $4.458 billion, compared to $445 million in 2016. Net earnings were impacted by the same factors that influenced operating earnings, which are described below. Other items affecting net earnings in 2017 and 2016 included:

An after-tax unrealized foreign exchange gain on the revaluation of U.S. dollar denominated debt of $702 million, compared to an after-tax gain of $524 million for 2016.

In 2017, the company recorded a combined after-tax gain of $437 million related to the sale of the company's lubricants business and the company's interest in the Cedar Point Wind facility.

In 2017, the company recorded an adjustment to its deferred income taxes of $124 million related to tax reform legislation in the U.S., with the most significant impact resulting from a decrease in the corporate income tax rate from 35% to 21%. In 2016, the U.K. government enacted a decrease in the supplementary charge on oil and gas profits in the North Sea that reduced the statutory tax rate on Suncor's earnings in the U.K. from 50% to 40%, resulting in an adjustment to the company's deferred income taxes of $180 million.

The company received after-tax property damage insurance proceeds of $55 million ($76 million before tax) during 2017 related to a facility incident at Syncrude that occurred during the first quarter of 2017, which is included in the Oil Sands segment.

During 2017, the company redeemed $3.2 billion in long-term debt, comprised of notes with aggregate principal amounts of US$1.250 billion, US$600 million and $700 million, originally due in 2018. As a result of the early redemption, the company incurred an after-tax charge of $28 million, net of associated realized foreign currency hedges, in the Corporate segment. In 2016, the company recorded a $73 million after-tax charge for the early repayment of long-term debt acquired as part of the Canadian Oil Sands Limited (COS) acquisition.

In 2017, the company recognized an after-tax loss on forward interest rate swaps of $20 million in the Corporate segment due to changes in long-term interest rates; the non-cash after-tax gain on forward interest rate swaps due to an increase in long-term interest rates was $6 million in 2016.

In 2016, the company recorded after-tax derecognition charges of $40 million on certain upgrading and logistics assets in the Oil Sands segment, as well as $31 million in the Corporate segment relating to an initial investment in an undeveloped pipeline and on certain renewable energy development assets, as a result of the uncertainty of future benefits from these assets.

In 2016, $38 million in after-tax charges associated with the acquisition and integration of COS were recorded in the Corporate segment.

22   2017  ANNUAL REPORT   Suncor Energy Inc.


Operating Earnings

Consolidated Operating Earnings (Loss) Reconciliation (1)

Year ended December 31 ($ millions)   2017   2016   2015    

Net earnings (loss) as reported   4 458   445   (1 995 )  

Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt   (702 ) (524 ) 1 930    

Derecognition and impairments (2)     71   1 599    

Gain (loss) on interest rate swaps   20   (6 )    

Impact of income tax adjustments on deferred income taxes (3)   (124 ) (180 ) 17    

Non-cash loss on early payment of long-term debt   28   73      

COS acquisition and integration costs     38      

Restructuring charges (4)       57    

Recognition of insurance proceeds (5)   (55 )   (75 )  

Gain on significant disposals (6)   (437 )   (68 )  

Operating earnings (loss) (1)   3 188   (83 ) 1 465    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

(2)
In 2015, the company recorded after-tax impairment charges against property, plant and equipment and exploration and evaluation assets of $359 million on White Rose, $331 million on Golden Eagle and $54 million on Terra Nova, primarily as a result of impacts of a decline in the crude oil price forecast. In addition, impairment charges of $290 million were recorded against the Joslyn mining project and $54 million on the Ballicatters well, due to uncertainty on the timing and likelihood of development plans, and $96 million in Oil Sands following a review of certain assets that no longer fit with Suncor's growth strategies, and which could not be repurposed or otherwise deployed. In 2015, as a result of shut-in production due to the continued closure of certain Libyan export terminals, escalating political unrest, and increased uncertainty with respect to the company's return to normal operations in the country, the company recorded an after-tax impairment charge of $415 million against property, plant and equipment and exploration and evaluation assets.

(3)
In 2015, the company recorded a $423 million deferred income tax charge related to a 2% increase in the Alberta corporate income tax rate. Also in 2015, the company recorded a $406 million deferred income tax recovery in the E&P segment related to a reduction in the U.K. tax rate from 62% to 50%.

(4)
In 2015, the company recorded after-tax restructuring charges of $57 million in the Corporate segment related to cost reduction initiatives.

(5)
In 2015, Suncor recorded after-tax insurance proceeds of $75 million in the E&P segment related to a claim on the Terra Nova asset.

(6)
In 2015, the company recorded an after-tax gain of $68 million in the R&M segment on the disposal of the company's share of certain assets and liabilities of Pioneer Energy.

Bridge Analysis of Consolidated Operating Earnings (Loss) ($ millions) (1)

GRAPHIC

(1)
For an explanation of the construction of this bridge analysis, see the Advisories – Non-GAAP Financial Measures section of this MD&A.

2017  ANNUAL REPORT   Suncor Energy Inc.   23


Suncor's consolidated operating earnings in 2017 were $3.188 billion, compared to an operating loss of $83 million in the prior year. The increase was primarily due to significantly improved benchmark crude pricing, favourable crack spreads, higher upstream production, lower DD&A, a decrease in exploration expense and higher sales volumes at R&M, including new annual sales records for wholesale and retail volumes in Canada. These factors were partially offset by the impact of a stronger Canadian dollar, an increase in operating expenses, which was primarily due to the acquisition of additional working interests in Syncrude in 2016 and increased maintenance costs at Syncrude, an increase in royalties and the impact of the sale of the lubricants business. Operating earnings in the prior year were significantly impacted by the production shut-in associated with the forest fires in the Fort McMurray area and the current year was significantly impacted by a facility incident which occurred at Syncrude in the first quarter of 2017.

Funds from Operations

Consolidated funds from operations for 2017 were $9.139 billion, compared to $5.988 billion in 2016, and, after removing the effect of non-cash expenses primarily related to DD&A, were impacted by the same factors as operating earnings described above. Cash flow provided by operating activities, which includes changes in non-cash working capital, was $8.966 billion in 2017, compared to $5.680 billion in 2016.

Results for 2016 compared to 2015

Net earnings in 2016 were $445 million, compared to a net loss of $1.995 billion in 2015. The decrease in net earnings was mainly due to the same factors impacting operating earnings described below, as well as the net earnings adjustments impacting 2016 and 2015, which are described in the table above.

An operating loss of $83 million was recorded in 2016, compared to operating earnings of $1.465 billion in 2015. The decrease was primarily due to lower upstream price realizations, the impact of shut-in production associated with the forest fires in the Fort McMurray area in the second quarter of 2016 and weaker benchmark crack spreads. These factors were partially offset by lower operating costs across the company's operations, a first-in, first-out (FIFO) gain in downstream operations, when compared to a FIFO loss in the prior year, higher refined product location differentials and higher E&P production. Significantly increased production from Syncrude due to the acquisition of additional working interests in 2016 combined with improved upgrader reliability in the second half of the year was offset by the additional operating expenses and DD&A associated with increased production, as well as the production shut-in due to the forest fires.

Consolidated funds from operations for 2016 were $5.988 billion, compared to $6.806 billion in 2015. Funds from operations were impacted by the same factors as operating earnings, after removing the impact of non-cash expenses primarily related to DD&A. Cash flow provided by operating activities, which includes changes in non-cash working capital, was $5.680 billion in 2016, compared to $6.884 billion in 2015.

24   2017  ANNUAL REPORT   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.

Average for the year ended December 31   2017   2016   2015  

WTI crude oil at Cushing (US$/bbl)   50.95   43.35   48.75  

Dated Brent Crude (US$/bbl)   54.25   43.75   52.40  

Dated Brent/Maya FOB price differential (US$/bbl)   7.70   7.50   9.50  

MSW at Edmonton (Cdn$/bbl)   63.20   51.90   57.60  

WCS at Hardisty (US$/bbl)   38.95   29.55   35.25  

Light/heavy differential for WTI at Cushing less WCS at Hardisty (US$/bbl)   11.95   13.85   13.50  

Condensate at Edmonton (US$/bbl)   51.55   42.50   47.35  

Natural gas (Alberta spot) at AECO (Cdn$/mcf)   2.15   2.15   2.65  

Alberta Power Pool Price (Cdn$/MWh)   22.15   18.20   33.40  

New York Harbor 3-2-1 crack (1) (US$/bbl)   17.70   14.05   19.70  

Chicago 3-2-1 crack (1) (US$/bbl)   16.30   12.60   18.50  

Portland 3-2-1 crack (1) (US$/bbl)   22.15   16.50   25.15  

Gulf Coast 3-2-1 crack (1) (US$/bbl)   17.65   13.40   18.35  

Exchange rate (US$/Cdn$)   0.77   0.75   0.78  

Exchange rate (end of period) (US$/Cdn$)   0.80   0.74   0.72  

(1)
3-2-1 crack spreads are indicators of the refining margin generated by converting three barrels of WTI into two barrels 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.

Suncor's sweet SCO price realizations are influenced primarily by the price of WTI at Cushing and by the supply and demand of sweet SCO from Western Canada. WTI increased to US$50.95/bbl in 2017, compared to US$43.35/bbl in 2016.

Suncor also produces a specific grade of sour SCO, the price of which is influenced by various crude benchmarks, including, but not limited to, MSW at Edmonton and WCS at Hardisty, and which can also be affected by prices negotiated for spot sales. Prices for MSW at Edmonton increased to $63.20/bbl compared to $51.90/bbl in the prior year and prices for WCS at Hardisty increased to US$38.95/bbl from US$29.55/bbl in 2016.

Bitumen production that Suncor does not upgrade is blended with diluent to facilitate delivery on pipeline systems. Net bitumen price realizations are therefore influenced by both prices for Canadian heavy crude oil (WCS at Hardisty is a common reference) and prices for diluent (Condensate at Edmonton and SCO) and pipeline tolls. Bitumen price realizations can also be affected by bitumen quality and spot sales.

Suncor's price realizations for production from East Coast Canada and E&P International assets are influenced primarily by the price for Brent crude. Brent crude pricing increased over the prior year and averaged US$54.25/bbl in 2017, compared to US$43.75/bbl in 2016.

Suncor's price realizations for E&P Canada natural gas production are primarily referenced to Alberta spot at AECO. Natural gas is also used in the company's Oil Sands and Refining operations. The AECO benchmark averaged $2.15/mcf in both 2017 and 2016.

Suncor's refining margins are influenced by 3-2-1 crack spreads, which are industry indicators approximating the gross margin on a barrel of crude oil that is refined to produce gasoline and distillate, and by light/heavy and light/sour crude differentials. More complex refineries can earn greater margins by processing less expensive, heavier crudes. Crack spreads do not necessarily reflect the margins of a specific refinery. Crack spreads are based on current crude feedstock prices whereas actual refining margins are based on FIFO, where a delay exists between the time that feedstock is purchased and when it is processed and sold to a third party. Specific refinery margins are further impacted by actual crude purchase costs, refinery configuration and refined products sales markets unique to that refinery. Average market crack spreads increased in 2017 compared to 2016, resulting in a positive impact to refining margins.

Excess electricity produced in Suncor's Oil Sands business is sold to the Alberta Electric System Operator (AESO), with the proceeds netted against the Oil Sands operations cash operating costs per barrel metric. The Alberta power pool

2017  ANNUAL REPORT   Suncor Energy Inc.   25



price increased to an average of $22.15/MWh in 2017 from $18.20/MWh in the prior year.

The majority of Suncor's revenues from the sale of oil and natural gas commodities are based on prices that are determined by or referenced to U.S. dollar benchmark prices. The majority of Suncor's expenditures are realized in Canadian dollars. A decrease in the value of the Canadian dollar relative to the U.S. dollar will increase the revenues received from the sale of commodities. An increase in the value of the Canadian dollar relative to the U.S. dollar will decrease revenue received from the sale of commodities. In 2017, the Canadian dollar strengthened in relation to the U.S. dollar as the average exchange rate increased to 0.77 from 0.75, which had a negative impact on price realizations for the company in 2017.

Conversely, many of Suncor's assets and liabilities, notably 65% of the company's debt, are denominated in U.S. dollars and translated to Suncor's reporting currency (Canadian dollars) at each balance sheet date. An increase in the value of the Canadian dollar relative to the U.S. dollar from the previous balance sheet date decreases the amount of Canadian dollars required to settle U.S. dollar denominated obligations.

Economic Sensitivities (1)(2)

The following table illustrates the estimated effects that changes in certain factors would have had on 2017 net earnings and funds from operations if the listed changes had occurred.

(Estimated change, in $ millions)   Net
Earnings
  Funds
From

Operations (3)
   

Crude oil +US$1.00/bbl   195   195    

Natural gas +Cdn$0.10/mcf   (20 ) (20 )  

Light/heavy differential +US$1.00/bbl   2   2    

3-2-1 crack spreads +US$1.00/bbl   130   130    

Foreign exchange +$0.01 US$/Cdn$ related to operating activities (4)   (170 ) (170 )  

Foreign exchange on U.S. denominated debt +$0.01 US$/Cdn$   130      

(1)
Each line item in this table shows the effects of a change in that variable only, with other variables being held consistent.

(2)
Changes for a variable imply that all such similar variables are impacted, such that Suncor's average price realizations increase uniformly. For instance, "Crude oil +US$1.00/bbl" implies that price realizations influenced by WTI, Brent, SCO, WCS, par crude at Edmonton and condensate all increase by US$1.00/bbl.

(3)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

(4)
Excludes the foreign exchange impact on U.S. denominated debt.

26   2017  ANNUAL REPORT   Suncor Energy Inc.


4. SEGMENT RESULTS AND ANALYSIS

Suncor has classified its operations into the following segments:

OIL SANDS

Suncor's Oil Sands segment, with assets located in the Athabasca oil sands of northeast Alberta, recovers bitumen from mining and in situ operations and either upgrades this production into SCO for refinery feedstock and diesel fuel, or blends the bitumen with diluent for direct sale to market. The Oil Sands segment is comprised of:

Oil Sands operations refers to Suncor's wholly owned and operated mining, extraction, upgrading, in situ and related logistics and storage assets in the Athabasca oil sands region. Oil Sands operations consist of:

Oil Sands Base operations include the Millennium and North Steepbank mining and extraction operations, integrated upgrading facilities known as Upgrader 1 and Upgrader 2, and the associated infrastructure for these assets – including utilities, cogeneration units, energy and reclamation.

In Situ operations include oil sands bitumen production from Firebag and MacKay River and supporting infrastructure, such as central processing facilities, cogeneration units, hot bitumen infrastructure, including insulated pipelines, diluent import lines and a cooling and blending facility; and associated storage assets such as Suncor's East Tank Farm (ETF) operations specific to In Situ. In Situ also includes development opportunities (with varying working interests) which may support future in situ production, including Meadow Creek (75%), Lewis (100%), OSLO (77.78%), various interests in Chard (25% to 50%), and a non-operated interest in Kirby (10%). Production is either upgraded by Oil Sands Base, or blended with diluent and marketed directly to customers.

Oil Sands ventures operations include Suncor's 53.55% interest in the Fort Hills mining project, where Suncor is the operator. The company's interest in Fort Hills increased from its previous 50.8% as a result of the agreement to resolve the commercial dispute regarding project funding among the partners. On December 21, 2017, Suncor acquired an additional 2.26% interest in accordance with the agreement, bringing Suncor's share in the project to 53.06% at December 31, 2017. On February 20, 2018, Suncor acquired an additional 0.49% interest in the Fort Hills project, in accordance with the terms of the same dispute settlement agreement. The Fort Hills project includes the mine, primary and secondary extraction facilities, and supporting infrastructure.

The ETF facility was expanded in July 2017 to support Fort Hills production. The expanded facilities that blend Fort Hills bitumen for Suncor and the other Fort Hills project partners are described as the ETFD. On November 22, 2017, the company completed the disposition of a combined 49% ownership interest in the new ETFD to the Fort McKay First Nation and the Mikisew Cree First Nation.

Oil Sands ventures operations also include Suncor's 58.74% working interest in the Syncrude oil sands mining, extraction and upgrading facilities, which increased from 53.74% subsequent to the end of 2017 due to the acquisition of an additional 5% interest from Mocal. Oil Sands ventures also includes undeveloped mining leases.

2017  ANNUAL REPORT   Suncor Energy Inc.   27


EXPLORATION AND PRODUCTION

Suncor's E&P segment consists of offshore operations off the east coast of Canada and in the North Sea, and onshore assets in North America, Libya and Syria.

E&P Canada operations include Suncor's 37.675% working interest in Terra Nova, which Suncor operates. Suncor also holds non-operated interests in Hibernia (20% in the base project and 19.190% in the Hibernia Southern Extension Unit (HSEU), White Rose (27.5% in the base project and 26.125% in the extensions), and Hebron (21.034%). Suncor also holds interests in several exploration licences offshore Newfoundland and Labrador. In 2017, E&P Canada also included Suncor's working interests in natural gas properties in northeast B.C., with Suncor agreeing to exchange these assets with Canbriam Energy Inc. (Canbriam) for a 37% equity interest in Canbriam subsequent to the end of 2017. The transaction is expected to close in the first quarter of 2018.

E&P International operations include Suncor's non-operated interests in Buzzard (29.89%), Golden Eagle Area Development (26.69%), Rosebank future development project (30%) and the Oda project (30%). The first three projects are located in the U.K. sector of the North Sea, while Oda is located in the Norwegian North Sea. Suncor also holds interests in several exploration licences offshore the U.K. and Norway. Suncor owns, pursuant to Exploration and Production Sharing Agreements (EPSAs), working interests in the exploration and development of oilfields in the Sirte Basin in Libya. Some of these oilfields remain shut in due to political unrest, with the timing of a return to normal operations remaining uncertain. Suncor also owns, pursuant to a Production Sharing Contract (PSC), an interest in the Ebla gas development in Syria. Suncor's operations in Syria were suspended indefinitely in 2011, due to political unrest in the country. Subsequent to the end of year, the company entered into an agreement to acquire a 17.5% interest in the Fenja development project offshore Norway, with the transaction expected to close in the second quarter of 2018.

REFINING AND MARKETING

Suncor's R&M segment consists of two primary operations:

Refining and Supply operations refine crude oil and intermediate feedstock into a broad range of petroleum and petrochemical products. Refining and Supply consists of:

Eastern North America operations include refineries located in Montreal, Quebec and Sarnia, Ontario. Suncor previously operated a lubricants business located in Mississauga, Ontario that manufactured and blended products which were marketed worldwide. Suncor sold its lubricants business on February 1, 2017.

Western North America operations include refineries located in Edmonton, Alberta and Commerce City,  Colorado.

Other Refining and Supply assets include interests in a petrochemical plant and a sulphur recovery facility in Montreal, Quebec, product pipelines and terminals in Canada and the U.S., and the St. Clair ethanol plant in Ontario.

Marketing operations sell refined petroleum products to retail, commercial and industrial customers through a combination of company-owned, Petro-Canada branded dealers in Canada and a Sunoco branded-dealer and other retail stations in Colorado, a nationwide commercial road transport network in Canada, and a bulk sales channel in Canada.

CORPORATE, ENERGY TRADING AND ELIMINATIONS

The grouping Corporate, Energy Trading and Eliminations includes the company's investments in renewable energy projects, results related to energy marketing, supply and trading activities, and other activities not directly attributable to any other operating segment.

Renewable Energy includes interests in four wind facilities in Ontario and Western Canada, including Adelaide, Chin Chute, Magrath and Sunbridge. Suncor previously held interests in the Cedar Point (50%) and Ripley (50%) wind facilities, which were both sold in 2017.

Energy Trading activities primarily involve the marketing, supply and trading of crude oil, natural gas, power and byproducts, and the use of midstream infrastructure and financial derivatives to optimize related trading strategies.

Corporate activities include stewardship of Suncor's debt and borrowing costs, expenses not allocated to the company's businesses, and the company's captive insurance activities that self-insure a portion of the company's asset base.

Intersegment revenues and expenses are removed from consolidated results in Eliminations . Intersegment activity includes the sale of product between the company's segments and insurance for a portion of the company's operations by the Corporate captive insurance entity.

28   2017  ANNUAL REPORT   Suncor Energy Inc.


OIL SANDS

2017 Highlights

At Fort Hills, the mining and primary extraction assets began producing during 2017 and the first of three secondary extraction trains was successfully brought online subsequent to the end of year. Paraffinic froth-treated bitumen is now being produced and shipped to market and Fort Hills is expected to reach 90% of production capacity by the end of 2018.

Production at Oil Sands operations increased to 429,400 bbls/d in 2017, compared to 374,800 bbls/d in 2016, as a result of the impact of the forest fires in the Fort McMurray region in 2016 and improved reliability in 2017, partially offset by an increase in planned maintenance in 2017. Upgrader utilization at Oil Sands operations was 91% in 2017, compared to 74% in 2016.

A continued focus on reliable operations and cost management enabled Suncor to decrease its Oil Sands operations cash operating costs per barrel by 10% to $23.80/bbl in 2017, the lowest in over a decade, compared to $26.50/bbl in the prior year.

Suncor completed the sale of a combined 49% interest in the ETFD to the Fort McKay and Mikisew Cree First Nations for proceeds of $503 million, underscoring Suncor's commitment to sustainable resource development in partnership with the community.

Subsequent to the end of the year, Suncor acquired an additional 5% interest in Syncrude from Mocal for US$730 million, approximately $925 million, subject to closing adjustments. The transaction adds 17,500 bbls/d of SCO capacity and increases the company's ownership interest to 58.74%.

Strategy and Investment Update

A large physical asset base has been established at Oil Sands operations which provides the opportunity for production growth through low-cost debottlenecks, expansions and increased reliability. In 2017, Oil Sands upgrading achieved reliability of 91% and Firebag exited the year at close to 100% utilization following the first major five-year turnaround of the expanded central facilities, which was completed mid-year.

The Fort Hills project began producing paraffinic froth-treated bitumen from secondary extraction in January 2018 and the ramp up of production to 90% of the project's nameplate capacity of 194,000 bbls/d (103,900 bbls/d, Suncor net) by the end of 2018 is progressing on schedule. Prior to producing paraffinic froth-treated bitumen, the company tested the front end of the plant in 2017 to mitigate the risk associated with the ramp up in 2018, resulting in bitumen froth production which was further processed by Oil Sands operations and included as SCO production in 2017.

Oil Sands remains focused on safe, reliable and sustainable operations, including continuing to improve upgrader reliability and the replacement of the coke-fired boilers at Oil Sands Base to enhance carbon and cost competitiveness. The company's operational excellence initiatives are aimed at improving facility utilization and workforce productivity, and are expected to achieve steady production growth while reducing operating costs.

The primary focus for both cost management and capital discipline in 2018 will be to continue efforts to sustainably reduce controllable operating costs through elimination of non-critical work and continued collaboration with suppliers and business partners. Capital discipline continues to focus on managing investment opportunities, including sustainability priorities, through a robust asset development process and realizing turnaround productivity improvements.

2017  ANNUAL REPORT   Suncor Energy Inc.   29


Financial Highlights

Year ended December 31 ($ millions)   2017   2016   2015    

Gross revenues   13 137   9 522   9 332    

Less: Royalties   (355 ) (52 ) (114 )  

Operating revenues, net of royalties   12 782   9 470   9 218    

Net earnings (loss)   1 009   (1 149 ) (856 )  

Adjusted for:                

  Insurance Proceeds   (55 )      

  Derecognition and impairments     40   386    

  Impact of income tax adjustments on deferred income taxes       359    

Operating earnings (loss) (1)   954   (1 109 ) (111 )  

  Oil Sands operations   1 040   (1 135 ) (33 )  

  Oil Sands ventures   (86 ) 26   (78 )  

Funds from operations (1)   4 738   2 669   2 835    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

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

GRAPHIC

(1)
For an explanation of the construction of this bridge analysis, see the Advisories – Non-GAAP Financial Measures section of this MD&A.

Operating earnings in Oil Sands operations were $1.040 billion in 2017, compared to an operating loss of $1.135 billion in 2016. The increase is primarily due to the increase in benchmark crude prices and an increase in production and sales volumes due to the impact of the forest fires in the Fort McMurray area in 2016 combined with 91% upgrader reliability in 2017, partially offset by a stronger Canadian dollar and higher royalties.

Operating loss for Oil Sands ventures was $86 million in 2017, compared to operating earnings of $26 million in 2016. The decrease was primarily due to the facility incident at Syncrude in the first quarter of 2017, and the associated increase in maintenance costs, and increased royalties, partially offset by improved benchmark pricing and an overall increase in production.

Funds from operations for the Oil Sands segment were $4.738 billion in 2017, compared to $2.669 billion in 2016. The increase was due to the same cash factors that impacted operating earnings.

30   2017  ANNUAL REPORT   Suncor Energy Inc.



Production Volumes (1)

Year ended December 31
(mbbls/d)
  2017   2016   2015  

Upgraded product (SCO)   317.7   258.9   320.1  

Non-upgraded bitumen   111.7   115.9   113.5  

Oil Sands operations   429.4   374.8   433.6  

Oil Sands ventures – Syncrude sweet SCO   134.3   130.1   29.8  

Total   563.7   504.9   463.4  

(1)
Bitumen from Oil Sands Base operations is upgraded, while bitumen from In Situ operations is upgraded or sold directly to customers. Yields of SCO from Suncor's upgrading processes are approximately 79% of bitumen feedstock input.

Oil Sands operations production increased to 429,400 bbls/d in 2017 from 374,800 bbls/d in 2016, primarily due to the prior year being impacted by the forest fires in the Fort McMurray area combined with a decrease in planned upgrader maintenance in 2017, partially offset by the first turnaround of the expanded Firebag central facilities since moving to a five-year turnaround cycle, and unplanned maintenance at MacKay River. Upgrader reliability improved to 91% in 2017, compared to 74% in 2016.

Oil Sands ventures production, which includes Suncor's share of Syncrude production and sales volumes, averaged 134,300 bbls/d in 2017, compared to 130,100 bbls/d in 2016. The increase is due to additional working interests acquired partway through 2016 and the prior year being impacted by the forest fires in the Fort McMurray area, partially offset by the decrease in production associated with the facility incident in the first quarter of 2017 and an increase in planned upgrader maintenance.

Sales Volumes and Mix

Year ended December 31
(mbbls/d)
  2017   2016   2015  

Oil Sands operations sales volumes      

  Sweet SCO   107.9   87.3   107.0  

  Diesel   27.5   21.2   31.3  

  Sour SCO   183.6   153.4   182.5  

Upgraded product (SCO)   319.0   261.9   320.8  

Non-upgraded bitumen   110.6   117.4   107.7  

Oil Sands operations   429.6   379.3   428.5  

Oil Sands ventures   134.3   130.1   29.8  

Total   563.9   509.4   458.3  

Sales volumes for Oil Sands operations increased to 429,600 bbls/d in 2017, compared to 379,300 bbls/d in 2016, reflecting the same factors that led to the overall increase in production volumes.

Bitumen Production from Operations

Year ended December 31   2017   2016   2015  

Oil Sands Base              

  Bitumen production (mbbls/d)   305.4   238.0   307.3  

  Bitumen ore mined (thousands of tonnes/day)   464.4   351.1   461.3  

  Bitumen ore grade quality (bbls/tonne)   0.66   0.68   0.67  

In Situ bitumen production (mbbls/d)      

  Firebag   181.5   180.8   186.9  

  MacKay River   31.1   27.6   30.7  

  Total In Situ production   212.6   208.4   217.6  

  Total Oil Sands operations bitumen   518.0   446.4   524.9  

In Situ steam-to-oil ratio              

  Firebag   2.7   2.6   2.6  

  MacKay River   3.1   3.2   2.9  

Oil Sands operations bitumen production increased to 518,000 bbls/d in 2017, compared to 446,400 bbls/d in 2016. The increase was primarily due to the prior year period being impacted by the forest fires in the Fort McMurray area in the second quarter of 2016 combined with improved upgrader reliability in 2017.

Price Realizations

Year ended December 31
Net of transportation costs, but before royalties ($/bbl)
  2017   2016   2015    

Oil Sands operations                

  SCO and diesel   61.40   49.77   56.45    

  Bitumen   33.60   18.12   25.92    

  Crude sales basket (all products)   54.24   39.97   48.78    

  Crude sales basket, relative to WTI   (11.93 ) (17.83 ) (13.72 )  

Oil Sands ventures                

  Syncrude – sweet SCO   66.05   56.38   59.74    

  Syncrude, relative to WTI   (0.12 ) (1.42 ) (2.76 )  

Price realizations were positively impacted by the increase in WTI benchmark prices and favourable SCO and heavy crude differentials, partially offset by the stronger Canadian dollar in 2017, resulting in average price realizations for Oil Sands operations of $54.24/bbl in 2017, compared to $39.97/bbl in 2016.

2017  ANNUAL REPORT   Suncor Energy Inc.   31


Suncor's average price realization for Syncrude sales increased in 2017 to $66.05/bbl, compared to $56.38/bbl in 2016, with improved WTI benchmark pricing and SCO differentials partially offset by the stronger Canadian dollar in 2017.

Royalties

Royalties were higher in 2017 relative to 2016, primarily due to higher bitumen pricing, higher production volumes and the impact of favourable royalty audit assessments realized at Oil Sands operations in the prior year.

Expenses and Other Factors

Operating expenses for 2017 were higher relative to 2016, primarily due to increased operating and maintenance costs at Syncrude, largely attributed to the facility incident in the first quarter of 2017, the company's increased working interest in Syncrude throughout 2017 as a result of the additional working interests acquired partway through 2016, and additional operating costs associated with higher production at Oil Sands operations, including an increase in natural gas consumption. See the Cash Operating Costs section below for further details.

Transportation expense was higher in 2017, when compared to 2016, primarily due to the increased sales volumes at Oil Sands operations.

DD&A expense for 2017 decreased when compared to 2016 due to a lower overall asset net book value, partially offset by a higher share of Syncrude DD&A as a result of additional working interests acquired in 2016.

Cash Operating Costs

Year ended December 31   2017   2016   2015    

Oil Sands operations cash operating costs (1) reconciliation                

  Operating, selling and general expense (OS&G)   6 257   5 777   5 220    

  Syncrude OS&G   (2 195 ) (1 749 ) (471 )  

  Non-production costs (2)   (102 ) (136 ) (97 )  

  Excess power capacity and other (3)   (232 ) (197 ) (245 )  

  Inventory changes   1   (63 )    

Oil Sands operations cash operating costs (1) ($ millions)   3 729   3 632   4 407    

Oil Sands operations cash operating costs (1) ($/bbl)   23.80   26.50   27.85    

Syncrude cash operating costs (1) reconciliation                

  Syncrude OS&G   2 195   1 749   471    

  Non-production costs (2)   (37 ) (31 ) (14 )  

Syncrude cash operating costs (1) ($ millions)   2 158   1 718   457    

Syncrude cash operating costs (1) ($/bbl)   44.05   35.95   42.00    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

(2)
Significant non-production costs include, but are not limited to, share-based compensation expense and research expenses.

(3)
Excess power capacity and other includes, but is not limited to, the operational revenue impacts of excess power from cogeneration units and the natural gas expense recorded as part of a non-monetary arrangement involving a third-party processor.

Oil Sands operations cash operating costs averaged $23.80/bbl in 2017, the lowest in over a decade, compared to $26.50/bbl in 2016. The decrease was due to increased production combined with the company's ability to sustain the cost reductions achieved in recent years. Total Oil Sands operations cash operating costs increased to $3.729 billion from $3.632 billion in the prior year, primarily as a result of higher production combined with an inventory draw, compared to an inventory build in the prior year.

In 2017, non-production costs, which are excluded from Oil Sands operations cash operating costs, were lower than the prior year, primarily due to a decrease in share-based compensation which was attributed to a smaller increase in the company's share price in the current year.

Excess power capacity and other was higher than the prior year due to increased cogeneration power sales and non-monetary natural gas consumption, both attributed to increased production.

32   2017  ANNUAL REPORT   Suncor Energy Inc.


Syncrude cash operating costs per barrel increased to $44.05 in 2017, compared to $35.95 in the previous year, primarily as a result of the increase in operating and maintenance costs noted above. In addition, Suncor's share of Syncrude cash operating costs increased to $2.158 billion from $1.718 billion in the previous year as a result of additional working interests acquired partway through 2016.

Planned Maintenance

Planned Upgrader 1 maintenance at Oil Sands Base and coker maintenance at Syncrude are scheduled for completion within the second quarter of 2018. Additional maintenance events at Upgrader 2 and Syncrude are scheduled to begin in the third quarter of 2018, with completion extending into the early part of the fourth quarter of 2018. The anticipated impact of these maintenance events has been reflected in the company's 2018 guidance.

EXPLORATION AND PRODUCTION

2017 Highlights

First oil at the Hebron project was successfully achieved ahead of schedule in the fourth quarter of 2017.

E&P production increased to 121,600 boe/d from 117,900 boe/d in the prior year, due to production from East Coast Canada development drilling and Libya production offsetting natural declines from U.K. and East Coast Canada assets.

Operating costs were reduced by 14%, primarily as a result of continued focus on cost reduction efforts and a stronger Canadian dollar which reduced expenses in the U.K.

The West White Rose Project was sanctioned during the second quarter of 2017. Suncor is a non-operating partner with a blended working interest of approximately 26%. First oil is targeted for 2022, with the company's share of peak production estimated to be 20,000 bbls/d.

Strategy and Investment Update

The Exploration and Production segment focuses primarily on low-cost projects that deliver significant returns, cash flow and long-term value. Suncor is currently evaluating exploration and development opportunities off the east coast of Canada, offshore Norway and in the U.K. North Sea to provide diverse and lower cost conventional production.

The Hebron project successfully achieved first oil ahead of schedule late in 2017. In 2018, drilling will continue with a focus on ramping up production to an estimated peak of more than 30,000 bbls/d, net to Suncor, after a ramp up period of several years.

The company also has ongoing development activities offshore the east coast of Canada and the U.K., intended to leverage existing facilities and infrastructure to provide incremental production and extend the productive life of existing fields. These activities are planned to continue in 2018, along with development work on the Norwegian Oda project and the Fenja development project in Norway, subject to the closing of the company's acquisition, and pre-sanction design work on the Rosebank future development project in the U.K.

Financial Highlights

Year ended December 31 ($ millions)   2017   2016   2015    

Gross revenues (1)   3 177   2 432   2 541    

Less: Royalties (1)   (266 ) (201 ) (196 )  

Operating revenues, net of royalties   2 911   2 231   2 345    

Net earnings (loss)   732   190   (758 )  

Adjusted for:                

  Impact of income tax rate adjustments on deferred income taxes   14   (180 ) (373 )  

  Impairments       1 213    

  Insurance proceeds       (75 )  

Operating earnings (2)   746   10   7    

  E&P Canada   159   (58 ) (14 )  

  E&P International   587   68   21    

Funds from operations (2)   1 725   1 313   1 386    

(1)
Production, revenues and royalties from the company's Libya operations have been presented in the E&P section of this document on an entitlement basis and exclude an equal and offsetting gross up of revenues and royalties, which is required for presentation purposes in the company's financial statements under the working-interest basis.

(2)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

2017  ANNUAL REPORT   Suncor Energy Inc.   33


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

GRAPHIC

(1)
For an explanation of the construction of this bridge analysis, see the Advisories – Non-GAAP Financial Measures section of this MD&A.

Operating earnings were $159 million for E&P Canada in 2017, compared to an operating loss of $58 million in the prior year. The improvement was primarily due to increased price realizations, consistent with higher crude benchmarks, lower exploration charges and lower operating expenses, partially offset by increased royalties.

Operating earnings for E&P International were $587 million in 2017, compared to $68 million in 2016, with the increase primarily due to higher realized crude prices, decreased DD&A, an increase in production at Libya, and lower operating expenses.

Funds from operations were $1.725 billion in 2017, compared to $1.313 billion in 2016. The increase was largely due to the same factors that impacted operating earnings above, apart from the decrease in non-cash DD&A and exploration charges.

Production Volumes

Year ended December 31   2017   2016   2015  

E&P Canada              

  Terra Nova (mbbls/d)   11.5   12.4   13.5  

  Hibernia (mbbls/d)   28.5   26.8   18.1  

  White Rose (mbbls/d)   11.4   10.9   12.2  

  Hebron (mbbls/d)   0.4      

  North America Onshore (mboe/d)   1.9   2.8   3.2  

    53.7   52.9   47.0  

E&P International              

  Buzzard (mboe/d)   43.8   46.0   49.8  

  Golden Eagle (mboe/d)   19.6   18.6   14.8  

  United Kingdom (mboe/d)   63.4   64.6   64.6  

  Libya (mbbls/d) (1)   4.5   0.4   2.8  

    67.9   65.0   67.4  

  Total Production (mboe/d)   121.6   117.9   114.4  

  Production Mix (liquids/gas) (%)   97/3   96/4   96/4  

  Total Sales Volumes (mboe/d)   120.8   119.3   110.6  

(1)
Effective in 2016, production volumes for Libya are presented on an entitlement basis.

E&P Canada production averaged 53,700 boe/d in 2017, compared to 52,900 boe/d in 2016, with production from development drilling at existing facilities more than offsetting natural declines.

34   2017  ANNUAL REPORT   Suncor Energy Inc.


E&P International production increased to 67,900 boe/d in 2017, compared to 65,000 boe/d in 2016, due to increased production from Libya, partially offset by lower Buzzard production attributed to natural declines and a third-party pipeline outage late in the year.

Price Realizations

Year ended December 31
Net of transportation costs, but before royalties
  2017   2016   2015  

Exploration and Production              

  E&P Canada – Crude oil and natural gas liquids ($/bbl)   69.14   57.37   62.87  

  E&P Canada – Natural gas ($/mcf)   1.77   1.71   1.78  

  E&P International ($/boe)   65.46   52.07   61.44  

E&P average price ($/boe)   66.20   53.34   60.53  

Average price realizations for crude oil from E&P Canada and E&P International in 2017 were higher than 2016, consistent with the increase in benchmark prices for Brent crude in 2017, partially offset by the impact of a stronger Canadian dollar on U.S. dollar benchmarks.

Expenses and Other Factors

Operating expenses were lower in 2017, compared to 2016, primarily due to a continued focus on cost reduction initiatives and favourable foreign exchange that reduced expenses in the U.K.

Exploration expenses decreased in 2017, compared to the prior year, due to the prior year incurring charges for non-commercial wells off the east coast of Canada.

DD&A expense decreased in 2017, compared to the prior year, primarily due to lower depletion rates at Buzzard as a result of an increase in reserve estimates at the start of 2017, partially offset by higher East Coast Canada volumes.

Planned Maintenance of Operated Assets

A planned four-week maintenance event at Terra Nova has been scheduled to commence in the third quarter of 2018. The anticipated impact of this maintenance has been reflected in the company's 2018 guidance.

REFINING AND MARKETING

2017 Highlights

The Refining and Marketing segment generated $2.164 billion in operating earnings and $2.841 billion of funds from operations in 2017 and continues to be a key component of the company's integrated business model.

Refinery crude throughput was a record 441,200 bbls/d in 2017, up from 428,600 bbls/d in 2016, allowing the company to take advantage of an improved business environment. Average refinery utilization was 96% in 2017, compared to 93% in 2016.

Refined product sales increased to 530,500 bbls/d, with record wholesale and retail sales in Canada.

Suncor completed the sale of its lubricants business for gross proceeds of $1.125 billion and an after-tax gain of $354 million.

The FIFO after-tax gain was $157 million in 2017, compared to an after-tax gain of $111 million in 2016.

Strategy and Investment Update

Suncor's downstream operations are a key component of its integrated business model. The Refining and Marketing network serves to maximize Suncor's integrated returns by extending the value chain from oil sands production to the end customer. The company operates its refineries at optimal levels of utilization to provide reliable offtake and secure pricing for a portion of our oil sands production.

Suncor's Petro-Canada branded network maintained its position as a leading retailer by market share in major urban areas of Canada and as a bulk supplier of refined crude products through the wholesale channel. Suncor plans to continue to leverage the strong brand to increase non-petroleum revenues through the company's network of convenience stores and car washes.

Suncor also previously operated a lubricants business located in Mississauga, Ontario which was sold on February 1, 2017 for gross proceeds of $1.125 billion and an after-tax gain of $354 million. A long-term arrangement has been completed whereby Suncor will continue to supply the lubricants plant with feedstock from the Montreal refinery and the lubricants business will continue to use the Petro-Canada brand. Prior to the sale, the lubricants business contributed $8 million in net earnings and $11 million in funds from operations in 2017.

2017  ANNUAL REPORT   Suncor Energy Inc.   35


Financial Highlights

Year ended December 31 ($ millions)   2017   2016   2015    

Operating revenues   19 963   17 567   19 882    

Net earnings   2 658   1 890   2 306    

Adjusted for:                

  Impact of income tax rate adjustments on deferred taxes   (140 )   36    

  Gain on significant disposal   (354 )   (68 )  

Operating earnings (1)   2 164   1 890   2 274    

  Refining and Supply   1 902   1 527   1 904    

  Marketing   262   363   370    

Funds from operations (1)   2 841   2 606   2 921    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

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

GRAPHIC

(1)
For an explanation of the construction of this bridge analysis, see the Advisories – Non-GAAP Financial Measures section of this MD&A.

Refining and Product Supply contributed operating earnings of $1.902 billion in 2017, compared to $1.527 billion in 2016. The increase was due to improved benchmark crack spreads in 2017, a higher FIFO gain and increased crude throughput, partially offset by the stronger Canadian dollar, the impact of the sale of the lubricants business early in 2017 and increased refinery maintenance expenses.

Marketing operating earnings of $262 million in 2017 decreased from $363 million in 2016, due primarily to the sale of the company's lubricants business early in 2017. After removing the impact of the lubricants sale, Marketing operating earnings in 2017 improved over 2016 as a result of increased refined product sales, including record wholesale and retail sales in Canada, partially offset by additional associated selling costs.

Funds from operations were $2.841 billion in 2017, compared to $2.606 billion in 2016, due primarily to the same factors that impacted operating earnings described above.

In 2017, Suncor completed the sale of its Petro-Canada lubricants business, which contributed $132 million in net earnings and $183 million in funds from operations in 2016. The impact of the lubricants sale has been reflected in Financing Expense and Other Income in the bridge analysis above.

36   2017  ANNUAL REPORT   Suncor Energy Inc.



Volumes

Year ended December 31   2017   2016   2015  

Crude oil processed (mbbls/d)              

  Eastern North America   206.4   203.1   208.1  

  Western North America   234.8   225.5   224.0  

Total   441.2   428.6   432.1  

Refinery utilization (1)(2) (%)              

  Eastern North America   93   92   94  

  Western North America   98   94   93  

Total   96   93   94  

Refined Product Sales (mbbls/d)      

  Gasoline   242.9   244.3   246.2  

  Distillate   199.3   186.1   198.0  

  Other   88.3   91.0   79.1  

Total   530.5   521.4   523.3  

  Refining gross margin (2) ($/bbl)   24.20   20.30   24.90  

  Refining operating expense (2) ($/bbl)   5.05   5.10   5.10  

(1)
Refinery utilization is the amount of crude oil and natural gas plant liquids run through crude distillation units, expressed as a percentage of the capacity of these units.

(2)
Refining gross margin and refining operating expense are non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

Refinery utilization in Eastern North America averaged 93% in 2017, compared to 92% in 2016. The increase from the prior year was primarily due to improved reliability at both the Sarnia and Montreal refineries, partially offset by the impact of a third-party power outage at the Montreal refinery during the fourth quarter of 2017.

Refinery utilization in Western North America averaged 98% in 2017, compared to 94% in 2016. The increase from the prior year was primarily due to fewer planned maintenance activities in 2017, compared to 2016.

Total refined product sales in 2017 were higher than 2016, reflecting stronger product demand in Canada.

Prices and Margins

Refining and Product Supply prices and margins were higher in 2017 compared to 2016.

Higher benchmark refining crack spreads and improved product location differentials, partially offset by the impact of the stronger Canadian dollar.

In 2017, the impact of FIFO inventory accounting, as used by the company, relative to an estimated LIFO (1) basis of accounting, had a positive impact on net earnings of approximately $157 million after-tax, compared to a positve impact of $111 million after-tax in 2016, for a favourable year-over-year impact of $46 million.

Marketing unit margins in 2017 were comparable to the prior year.

Expenses and Other Factors

Operating expenses were lower in 2017 compared to 2016, primarily due to the impact of the sale of the company's lubricants business early in 2017. After removing the impact of the sale, operating costs increased in 2017 when compared to 2016 as a result of additional selling costs associated with higher retail and wholesale sales volumes and an increase in refinery maintenance costs.

Planned Maintenance

The Edmonton refinery has a planned seven-week maintenance event, which includes a one-month full refinery turnaround, and the Commerce City refinery has a four-week turnaround event, both of which are scheduled to begin late in the first quarter of 2018 and extend into the second quarter of 2018. The Sarnia refinery has a six-week turnaround event in the second quarter of 2018. The Montreal refinery has a planned three-week maintenance event scheduled for the second quarter and a five-week maintenance event scheduled to begin in the third quarter of 2018, and the Commerce City refinery has a two-week maintenance event scheduled to begin in the fourth quarter. The anticipated impact of these maintenance events has been reflected in the company's 2018 guidance.

CORPORATE, ENERGY TRADING AND ELIMINATIONS

2017 Highlights

The early redemption of $3.2 billion in long-term debt, and US$750 million of new debt issued during the period.

The company distributed $2.124 billion in dividends in 2017, with a 10% increase in the dividend per share over the prior year.

Suncor commenced a new NCIB in the second quarter of 2017, and repurchased $1.413 billion of its own shares for cancellation.

(1)
The estimated impact of the LIFO method is a non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

2017  ANNUAL REPORT   Suncor Energy Inc.   37


Suncor completed the sale of its interests in the Cedar Point and Ripley wind facilities for total aggregate proceeds of $339 million and an after-tax gain of $83 million.

Subsequent to the end of the year, Suncor's Board of Directors approved a quarterly dividend of $0.36 per common share, which represents an increase of 12.5% over the quarterly 2017 dividend, and also approved a further $2.0 billion share repurchase program, continuing to demonstrate the company's ability to generate cash flow and commitment to return cash to shareholders.

Strategy and Investment Update

The Energy Trading business supports the company's production by securing market access, optimizing price realizations, managing inventory levels and managing the impacts of external market factors, such as pipeline disruptions or outages at refining customers, while generating trading earnings through established strategies. The Energy Trading business continues to evaluate additional pipeline agreements to support long-term planned production growth.

The Renewable Energy business supports Suncor's commitment to developing and supplying energy options that meet the needs of both today and tomorrow. Investment activities include development, construction and ownership of Suncor- operated and joint venture partner-operated renewable power assets across Canada. In addition to the existing assets, Suncor holds a number of sites for future wind and solar power projects that are in various stages of development.

Financial Highlights

Year ended December 31 ($ millions)   2017   2016   2015    

Net earnings (loss)   59   (486 ) (2 687 )  

Adjusted for:                

Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt   (702 ) (524 ) 1 930    

Loss (gain) on interest rate swaps   20   (6 )    

Non-cash loss on early payment of long-term debt   28   73      

Gain on significant disposal   (83 )      

Impact of income tax rate adjustments on deferred income taxes   2     (5 )  

Derecognition and impairments     31      

COS acquisition and related costs     38      

Restructuring charges       57    

Operating (loss) earnings (1)   (676 ) (874 ) (705 )  

  Renewable Energy   (4 ) 38   16    

  Energy Trading   (62 ) 4   36    

  Corporate   (528 ) (864 ) (799 )  

  Eliminations   (82 ) (52 ) 42    

Funds used in operations (1)   (165 ) (600 ) (336 )  

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

Renewable Energy

Year ended December 31   2017   2016   2015  

Power generation marketed (gigawatt hours) (1)   255   478   440  

(1)
Power generated includes curtailed production for which the company was compensated.

Suncor's Renewable Energy assets recorded an operating loss of $4 million during the year, compared to operating earnings of $38 million in 2016. The decrease was due in part to lower production associated with the sale of the company's interest in the Cedar Point and Ripley wind facilities in 2017, as well as an increase in development costs during the year.

Energy Trading

Energy Trading activities reported an operating loss of $62 million in 2017, compared to operating earnings of $4 million in 2016. The decrease was primarily due to continued weak crude location differentials during 2017.

38   2017  ANNUAL REPORT   Suncor Energy Inc.



Corporate

Corporate incurred an operating loss of $528 million in 2017, compared to $864 million in 2016. The improvement was primarily due to a decrease in corporate support costs, attributed to the company's continued cost reduction efforts combined with a decrease in share-based compensation expense, increased capitalized interest, a larger operational foreign exchange gain and lower interest expense as a result of debt repayments in 2017. Suncor capitalized $729 million of its borrowing costs in 2017 as part of the cost of major development assets and construction projects in progress, compared to $596 million in the prior year. The increase was driven by higher accumulated capital project balances for Fort Hills and Hebron. With the completion of both of these current growth projects, the company expects to capitalize significantly less interest in 2018.

Eliminations

Eliminations reflect the deferral or realization of profit on crude oil sales from Oil Sands and East Coast Canada to Refining and Marketing. Consolidated profits are only realized when the company sells the products produced from intersegment purchases of crude feedstock to third parties. In 2017, the company eliminated $82 million of after-tax intersegment profit, compared to $52 million in the prior year. The increase in eliminated profit in 2017 is due to an increased volume of refined product held at the refineries, in anticipation of significant turnaround activity in 2018, and the deferral of higher margins due to the increase in crude pricing.

2017  ANNUAL REPORT   Suncor Energy Inc.   39


5. FOURTH QUARTER 2017 ANALYSIS

Financial and Operational Highlights

Year ended December 31
($ millions, except as noted)
  2017   2016    

Net earnings (loss)            

  Oil Sands   670   276    

  Exploration and Production   217   54    

  Refining and Marketing   886   524    

  Corporate, Energy Trading and Eliminations   (391 ) (323 )  

Total   1 382   531    

Operating earnings (loss) (1)            

  Oil Sands   615   316    

  Exploration and Production   231   54    

  Refining and Marketing   746   524    

  Corporate, Energy Trading and Eliminations   (282 ) (258 )  

Total   1 310   636    

Funds from (used in) operations (1)            

  Oil Sands   1 780   1 372    

  Exploration and Production   431   385    

  Refining and Marketing   935   722    

  Corporate, Energy Trading and Eliminations   (130 ) (114 )  

Total   3 016   2 365    

Production volumes (mboe/d)            

  Oil Sands   621.2   620.4    

  Exploration and Production   115.2   118.1    

Total   736.4   738.5    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

Net Earnings

Suncor's consolidated net earnings for the fourth quarter of 2017 were $1.382 billion, compared to net earnings of $531 million for the prior year quarter. Net earnings were primarily affected by the same factors that influenced operating earnings described subsequently in this section of this MD&A. Other items affecting net earnings over these periods included:

The after-tax unrealized foreign exchange impact on the revaluation of U.S. dollar denominated debt was a loss of $91 million for the fourth quarter of 2017, compared to a loss of $222 million for the fourth quarter of 2016.

In the fourth quarter of 2017, Suncor recognized a net deferred tax recovery of $124 million related to a decrease in the U.S. corporate tax rate from 35% to 21%, including a $140 million recovery in the R&M segment, offset by a $14 million expense in the E&P segment and a $2 million expense in the Corporate segment.

In the fourth quarter of 2017, the company received after-tax proceeds of $55 million ($76 million before tax), recorded in the Oil Sands segment, for property damage insurance related to the facility incident at Syncrude that occurred in the first quarter of 2017.

In the fourth quarter of 2017, the company recorded an after-tax loss of $18 million in the Corporate segment, for early payment of debt.

In the fourth quarter of 2017, the company recognized an after-tax gain on forward interest rate swaps associated with issued debt of $2 million in the Corporate segment due to changes in long-term interest rates; the non-cash after-tax gain on forward interest rate swaps due to an increase in long-term interest rates was $188 million in the fourth quarter of 2016.

During the fourth quarter of 2016, the company recorded after-tax derecognition charges of $40 million on certain upgrading and logistics assets in the Oil Sands segment as a result of the uncertainty of future benefits from these assets, as well as $31 million in the Corporate segment relating to an initial investment in an undeveloped pipeline and on certain renewable energy development assets as a result of the uncertainty of future benefits from these assets.

Funds from Operations

Consolidated funds from operations was $3.016 billion for the fourth quarter of 2017, compared to $2.365 billion for the prior year quarter. Funds from operations were impacted by the same cash factors that affected operating earnings in the Segmented Analysis described below.

Segmented Analysis

Oil Sands

Oil Sands operating earnings for the fourth quarter of 2017 were $615 million, compared to earnings of $316 million in the prior year quarter. The improvement was due to higher crude price realizations, increased crude oil production and sales, and lower operating costs, partially offset by the impact of a stronger Canadian dollar and an increase in royalties, resulting from higher bitumen pricing and the prior year quarter including the impact of favourable royalty assessments.

Production volumes for Oil Sands operations were 446,800 bbls/d in the fourth quarter of 2017, compared to 433,400 bbls/d in the prior year quarter, with the increase being driven by improved mining and extraction reliability,

40   2017  ANNUAL REPORT   Suncor Energy Inc.



bitumen froth production received from Fort Hills, which was processed at Oil Sands Base into SCO, and record Firebag production.

Sales volumes for Oil Sands operations increased to 461,700 bbls/d in the fourth quarter of 2017, from 420,600 bbls/d in the prior year quarter, as a result of the increase in production combined with a draw of inventory. Suncor's share of Syncrude sales was 174,400 bbls/d in the fourth quarter of 2017, compared to 187,000 bbls/d in the prior year quarter. Both quarters had strong upgrader reliability at 94% and 102%, respectively.

Exploration and Production

Exploration and Production operating earnings were $231 million in the fourth quarter of 2017, compared to $54 million in the fourth quarter of 2016. Operating earnings increased primarily due to higher crude price realizations, lower exploration expense and DD&A, and lower royalties, partially offset by lower production and a build in East Coast Canada inventory in the current year quarter compared to a draw in the prior year quarter.

Production volumes were 115,200 boe/d in the fourth quarter of 2017, compared to 118,100 boe/d in the fourth quarter of 2016. The decrease was primarily due to lower production at East Coast Canada as a result of natural declines and a third-party pipeline outage in the U.K. that impacted Buzzard, partially offset by increased production from Libya, initial production from Hebron and additional production from development drilling at existing East Coast Canada facilities.

Refining and Marketing

Refining and Marketing operating earnings were $746 million in the fourth quarter of 2017, compared to operating earnings of $524 million for the fourth quarter of 2016. The increase was primarily due to higher benchmark crack spreads, a FIFO gain of $180 million, compared to $114 million in the prior period quarter, and record wholesale sales volumes, partially offset by the impact of a stronger Canadian dollar.

Refinery crude throughput of 94% in the fourth quarter of 2017 was comparable to 93% in the prior year quarter.

Corporate, Energy Trading and Eliminations

The operating loss for Corporate, Energy Trading and Eliminations in the fourth quarter of 2017 was $282 million, compared to $258 million in the fourth quarter of 2016. The increase was due primarily to higher intersegment profit eliminations, an operating loss in the Energy Trading business, due to weaker crude locational spreads and lower Renewable Energy earnings as a result of the sale of Suncor's interest in the Cedar Point and Ripley wind facilities. These factors were partially offset by lower share-based compensation expense for the quarter, interest savings as a result of early debt repayment and increased capitalized interest.

2017  ANNUAL REPORT   Suncor Energy Inc.   41


6. QUARTERLY FINANCIAL DATA

Financial Summary

Three months ended
($ millions, unless otherwise noted)
  Dec 31
2017
  Sept 30
2017
  June 30
2017
  Mar 31
2017
  Dec 31
2016
  Sept 30
2016
  June 30
2016
  Mar 31
2016
   

Total production (mboe/d)                                    

  Oil Sands   621.2   628.4   413.6   590.6   620.4   617.5   213.1   565.8    

  Exploration and Production   115.2   111.5   125.5   134.5   118.1   110.6   117.6   125.6    

    736.4   739.9   539.1   725.1   738.5   728.1   330.7   691.4    

Revenues and other income                                    

  Operating revenues, net of royalties   9 000   7 986   7 247   7 818   7 840   7 409   5 914   5 644    

  Other income   41   43   16   25   301   (15 ) (58 ) (67 )  

    9 041   8 029   7 263   7 843   8 141   7 394   5 856   5 577    

Net earnings (loss)   1 382   1 289   435   1 352   531   392   (735 ) 257    

  per common share – basic (dollars)   0.84   0.78   0.26   0.81   0.32   0.24   (0.46 ) 0.17    

  per common share – diluted (dollars)   0.84   0.78   0.26   0.81   0.32   0.24   (0.46 ) 0.17    

Operating earnings (loss) (1)   1 310   867   199   812   636   346   (565 ) (500 )  

  per common share – basic (1) (dollars)   0.79   0.52   0.12   0.49   0.38   0.21   (0.36 ) (0.33 )  

Funds from operations (1)   3 016   2 472   1 627   2 024   2 365   2 025   916   682    

  per common share – basic (1) (dollars)   1.83   1.49   0.98   1.21   1.42   1.22   0.58   0.45    

Cash flow provided by operating activities   2 755   2 912   1 671   1 628   2 791   1 979   862   48    

  per common share – basic (dollars)   1.67   1.75   1.00   0.98   1.68   1.19   0.54   0.03    

ROCE (1) (%) for the twelve months ended   6.7   5.5   4.9   3.5   0.4   (3.9 ) (4.1 ) (1.9 )  

ROCE (1) , excluding major projects in progress (%) for the twelve months ended   8.6   7.0   6.2   4.4   0.5   (4.6 ) (4.9 ) (2.2 )  

After-tax unrealized foreign exchange (loss) gain on U.S. dollar denominated debt   (91 ) 412   278   103   (222 ) (112 ) (27 ) 885    

Common share information (dollars)                                    

  Dividend per common share   0.32   0.32   0.32   0.32   0.29   0.29   0.29   0.29    

  Share price at the end of trading                                    

    Toronto Stock Exchange (Cdn$)   46.15   43.73   37.89   40.83   43.90   36.42   35.84   36.17    

    New York Stock Exchange (US$)   36.72   35.05   29.20   30.75   32.69   27.78   27.73   27.81    

(1)
Non-GAAP financial measures. See the Advisories – Non-GAAP Financial Measures section of this MD&A. ROCE excludes capitalized costs related to major projects in progress. Operating earnings (loss) for each quarter are defined in the Non-GAAP Financial Measures Advisory section and reconciled to GAAP measures in the Consolidated Financial Information and Segment Results and Analysis sections of each quarterly Report to Shareholders issued by Suncor (Quarterly Reports) in respect of the relevant quarter. Funds from operations and ROCE for each quarter are defined and reconciled to GAAP measures in the Non-GAAP Financial Measures Advisory section of each Quarterly Report issued by Suncor in respect of the relevant quarter.

42   2017  ANNUAL REPORT   Suncor Energy Inc.


Business Environment

Three months ended
(average for the period ended, except as noted)
  Dec 31
2017
  Sept 30
2017
  June 30
2017
  Mar 31
2017
  Dec 31
2016
  Sept 30
2016
  June 30
2016
  Mar 31
2016
 

WTI crude oil at Cushing   US$/bbl   55.40   48.20   48.30   51.85   49.35   44.95   45.60   33.50  

Dated Brent crude   US$/bbl   61.40   52.05   49.85   53.75   49.50   45.85   45.60   33.90  

Dated Brent/Maya FOB price differential   US$/bbl   9.60   6.30   5.80   9.05   6.70   6.80   7.65   8.95  

MSW at Edmonton   Cdn$/bbl   69.30   57.05   62.30   64.25   62.00   55.10   55.80   34.50  

WCS at Hardisty   US$/bbl   43.10   38.25   37.20   37.30   35.00   31.45   32.30   19.30  

Light/heavy crude oil differential for WTI at Cushing less WCS at Hardisty   US$/bbl   12.30   9.95   11.10   14.55   14.35   13.50   13.30   14.25  

Condensate at Edmonton   US$/bbl   57.95   47.60   48.45   52.20   48.35   43.05   44.10   34.45  

Natural gas (Alberta spot) at AECO   Cdn$/mcf   1.70   1.45   2.80   2.70   3.10   2.30   1.40   1.85  

Alberta Power Pool Price   Cdn$/MWh   22.35   24.55   19.30   22.40   21.95   17.90   14.90   18.10  

New York Harbor 3-2-1 crack (1)   US$/bbl   19.40   22.35   16.35   12.55   14.35   14.00   16.10   11.75  

Chicago 3-2-1 crack (1)   US$/bbl   20.20   19.25   14.40   11.15   10.55   14.15   16.65   9.10  

Portland 3-2-1 crack (1)   US$/bbl   22.10   26.80   21.25   18.45   14.95   18.75   19.30   13.00  

Gulf Coast 3-2-1 crack (1)   US$/bbl   18.25   21.45   16.80   14.00   13.15   14.50   14.85   11.05  

Exchange rate   US$/Cdn$   0.79   0.80   0.74   0.76   0.75   0.77   0.78   0.73  

Exchange rate (end of period)   US$/Cdn$   0.80   0.80   0.77   0.75   0.74   0.76   0.77   0.77  

(1)
3-2-1 crack spreads are indicators of the refining margin generated by converting three barrels of WTI into two barrels 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.

2017  ANNUAL REPORT   Suncor Energy Inc.   43


Significant or Unusual Items Impacting Net Earnings

Trends in Suncor's quarterly earnings and cash flow provided by operating activities are driven primarily by production volumes, which can be significantly impacted by major maintenance events such as the planned upgrader maintenance and turnaround at Firebag that occurred in 2017, unplanned outages like those resulting from the Fort McMurray forest fires in the second quarter of 2016 and changes in non-cash working capital.

Trends in Suncor's quarterly earnings and cash flow provided by operating activities are also affected by changes in commodity prices, price differentials, refining crack spreads and foreign exchange rates, as described in the Financial Information section of this MD&A.

Suncor's consolidated net earnings for the fourth quarter of 2017 were $1.382 billion, compared to net earnings of $531 million for the prior year quarter. In addition to the impacts of changes in production volumes and business environment, net earnings over the last eight quarters were affected by the following events or significant adjustments:

The fourth quarter of 2017 included an after-tax unrealized foreign exchange loss on the revaluation of U.S. dollar denominated debt of $91 million, a net deferred tax recovery of $124 million related to a decrease in the U.S. corporate tax rate from 35% to 21%, after-tax proceeds of $55 million ($76 million before tax) in the Oil Sands segment for property damage insurance related to the facility incident at Syncrude that occurred in the first quarter of 2017, an after-tax loss of $18 million for early payment of debt and an after-tax gain on forward interest rate swaps of $2 million associated with issued debt.

The third quarter of 2017 included an unrealized after-tax foreign exchange gain of $412 million on the revaluation of U.S. dollar denominated debt and a non-cash after-tax gain of $10 million on forward interest rate swaps.

The second quarter of 2017 included an unrealized after-tax foreign exchange gain of $278 million on the revaluation of U.S. dollar denominated debt, an after-tax charge of $10 million for early payment of debt, net of associated realized foreign currency hedge gains, and a non-cash after-tax loss of $32 million on forward interest rate swaps and foreign currency derivatives.

The first quarter of 2017 included $437 million of after-tax gains on the sale of the company's lubricants business and its interest in the Cedar Point wind facility and an unrealized after-tax foreign exchange gain of $103 million on the revaluation of U.S. dollar denominated debt,

During the fourth quarter of 2016, the company recorded after-tax derecognition charges of $71 million related to certain upgrading and logistics assets, including an undeveloped pipeline and certain renewable energy development assets, as a result of the uncertainty of future benefits from these assets. The fourth quarter of 2016 also included a loss on the revaluation of U.S. dollar denominated debt of $222 million and a non-cash after-tax gain on forward interest rate swaps of $188 million.

In the third quarter of 2016, the U.K. government enacted a decrease in the supplementary charge rate on oil and gas profits in the North Sea that reduced the statutory tax rate on Suncor's earnings in the U.K. from 50% to 40%, effective January 1, 2016, resulting in a deferred income tax recovery of $180 million. The third quarter of 2016 also included an unrealized after-tax foreign exchange loss of $112 million on the revaluation of U.S. dollar denominated and a non-cash after-tax mark to market loss of $22 million on interest rate swaps.

The second quarter of 2016 included an unrealized after-tax foreign exchange loss of $27 million on the revaluation of U.S. dollar denominated debt, an after-tax charge of $73 million for early payment of debt and a non-cash after-tax loss of $70 million on forward interest rate swaps.

In the first quarter of 2016, the company incurred an after-tax charge of $38 million for the COS acquisition and integration costs, a non-cash after-tax loss of $90 million on interest rate and foreign currency derivatives and an unrealized after-tax foreign exchange gain of $885 million on the revaluation of U.S. dollar denominated debt.

44   2017  ANNUAL REPORT   Suncor Energy Inc.


7. CAPITAL INVESTMENT UPDATE

Capital and Exploration Expenditures by Segment

Year ended December 31 ($ millions)   2017   2016   2015    

Oil Sands   5 059   4 724   4 181    

Exploration and Production   824   1 139   1 459    

Refining and Marketing   634   685   821    

Corporate, Energy Trading and Eliminations   34   34   206    

Total   6 551   6 582   6 667    

Less: capitalized interest on debt   (729 ) (596 ) (447 )  

    5 822   5 986   6 220    

Capital and Exploration Expenditures by Type (1)(2)(3)

Year ended December 31, 2017 ($ millions)   Sustaining   Growth   Total  

Oil Sands              

  Oil Sands Base   1 374   172   1 546  

  In Situ   305   8   313  

Oil Sands Ventures   556   2 096   2 652  

Exploration and Production   15   630   645  

Refining and Marketing   632     632  

Corporate, Energy Trading and Eliminations   34     34  

    2 916   2 906   5 822  

(1)
Capital expenditures in this table exclude capitalized interest on debt.

(2)
Growth capital expenditures include capital investments that result in i) an increase in production levels at existing Oil Sands and Refining and Marketing operations; ii) new facilities or operations that increase overall production; iii) new infrastructure and logistics that are required to support higher production levels; iv) new reserves or a positive change in the company's reserves profile in Exploration and Production operations; or v) margin improvement, by increasing revenues or reducing costs.

(3)
Sustaining capital expenditures include capital investments that i) ensure compliance or maintain relations with regulators and other stakeholders; ii) improve efficiency and reliability of operations or maintain productive capacity by replacing component assets at the end of their useful lives; iii) deliver existing proved developed reserves for Exploration and Production operations; or iv) maintain current production capacities at existing Oil Sands operations and Refining and Marketing operations.

In 2017, Suncor's capital expenditures totaled $5.822 billion on property, plant and equipment and exploration activities, and the company capitalized $729 million of interest in connection with major development assets and construction projects. Capital in 2017 includes expenditures of approximately $150 million related to the facility incident that occurred at Syncrude in the first quarter of 2017. In the fourth quarter of 2017, the company received an interim payment of $76 million of its anticipated property damage insurance proceeds related to the incident, and expects to receive an additional $64 million in 2018, for capital expenditures, net of recoveries, of $5.682 billion for the year.

Activity in 2017 included the following:

Oil Sands

Oil Sands Base

Oil Sands Base capital expenditures were $1.546 billion, of which $1.374 billion was directed towards sustaining activities. The focus in 2017 was on ensuring continued safe, reliable and efficient operations, with a focus on safety and environmental performance projects. Sustaining capital expenditures were primarily related to planned maintenance events throughout the year and other sustainment projects across operations.

Oil Sands Base growth capital of $172 million was primarily attributed to construction of the ETFD, which became operational in 2017 and supports market access for Fort Hills bitumen.

In Situ

In Situ capital expenditures were $313 million, of which $305 million was directed towards sustaining capital expenditures. Sustaining capital in 2017 was focused on the ongoing design and construction of well pads that are expected to maintain existing production levels at Firebag and MacKay River in future years as production from existing well pads declines.

2017  ANNUAL REPORT   Suncor Energy Inc.   45


Growth capital of $8 million in 2017 was related to development of emerging properties and new technologies.

Oil Sands Ventures

Oil Sands ventures growth capital expenditures were $2.652 billion in 2017, with more than $2.0 billion spent on growth. Growth spending was primarily related to the Fort Hills mining project, where the mining and primary extraction assets began producing during 2017 and the first of three secondary extraction trains was successfully brought online subsequent to the end of year. Paraffinic froth-treated bitumen is now being produced and shipped to market and Fort Hills is expected to reach 90% of production capacity of 194,000 bbls/day by the end of 2018. With the Fort Hills project successfully commissioned, growth spending will decrease significantly in 2018.

During the fourth quarter of 2017, the Fort Hills partners resolved the commercial dispute regarding project funding and reached an agreement whereby Suncor and Teck each acquired an additional working interest in the Fort Hills project from Total. Under the terms of the agreement Suncor's share of the project increased to 53.06% and Teck's share increased to 20.89%, for approximate acquisition costs of $300 million and $120 million, respectively, and Total's share decreased to 26.05%. Working interests in the Fort Hills project may be further adjusted in accordance with the terms of the agreement and, on February 20, 2018, Suncor acquired an additional 0.49% interest in the Fort Hills project for consideration of $65 million.

Sustaining capital of $556 million in 2017 included Suncor's portion of Syncrude sustaining capital in 2017, which was primarily focused on permanent repairs following the facility incident in the first quarter of 2017, as well as other reliability and sustainment projects and sustaining activities at Fort Hills that will support the execution of the mine and tailings plan following the ramp up of production.

Subsequent to the end of the year, Suncor acquired an additional 5% interest in Syncrude from Mocal for US$730 million, or approximately $925 million, subject to closing adjustments. The transaction brings Suncor's total ownership share of Syncrude to 58.74% and adds an additional 17,500 bbls/d of SCO capacity.

Exploration and Production

Exploration and Production capital and exploration expenditures were $645 million in 2017, of which $630 million was directed towards growth and exploration. Growth spending was primarily directed to Hebron, where first oil was successfully achieved in the fourth quarter of 2017. Other E&P activity during 2017 included development drilling at Hibernia, White Rose and Terra Nova, as well as development work on the West White Rose Project, the Norwegian Oda project and pre-sanction design work on the Rosebank future development project in the U.K.

Subsequent to the end of the year, Suncor reached an agreement with Canbriam to exchange substantially all of Suncor's northeast B.C. mineral landholdings, including associated production, and consideration of $52 million for a 37% equity interest in Canbriam, a private natural gas company. The transaction is expected to close in the first quarter of 2018 and is subject to regulatory approval.

Subsequent to the end of the year, Suncor reached an agreement with Faroe Petroleum to purchase a 17.5% interest in the Fenja development project in Norway for $68 million. This mature, well defined project is awaiting regulatory approval and the transaction is expected to close in the second quarter of 2018, subject to customary closing conditions.

Refining and Marketing

Refining and Marketing capital expenditures were $632 million in 2017, all of which was directed to sustaining activities focused on planned maintenance events at the company's refineries, enhancements to retail operations and information technology upgrades.

46   2017  ANNUAL REPORT   Suncor Energy Inc.


Significant Growth Projects Update (1)

At December 31, 2017   Working
Interest
(%)
  Description   Cost Estimate
($ billions)
  Project
Spend to Date
($ billions)
  First Oil
Date (2)
 

Operated                      

  Fort Hills (3)   53.06   102.8 mbbls/d   8.4 – 8.6 (5) 8.7 (5) January 2018  

Non-operated (4)                      

  Hebron   21.03   31.6 mboe/d   2.8
(+/-10%

)
2.4   November 2017  

(1)
The Capital Investment Update section contains forward-looking information. See the Advisories – Forward-Looking Information section of this MD&A for the material risks and assumptions underlying this forward-looking information.

(2)
Expenditure to complete the project may extend beyond the first oil date.

(3)
Cost Estimate and Project Spend to Date figures reflect the company's share of overall project cost as updated at the end of 2017 and is based on the original project scope, excluding capitalized interest.

(4)
Cost estimate is provided by the operator and reflects post-sanction estimates and expenditures.

(5)
The capital range and project spend to date include approximately $190 million related to the impact of foreign exchange due to weakness in the Canadian dollar. The working interest, description, capital range and project spend to date have been updated to reflect the 2.26% increased working interest acquired as part of the agreement with the co-owners of the project in late 2017 to resolve the commercial funding dispute. Subsequent to the end of the year, Suncor's interest in the Fort Hills project was further increased by 0.49%, in accordance with the terms of the arrangement.

The table above summarizes major growth projects that have been sanctioned for development by the company. In addition to the above significant projects, the West White Rose Project was sanctioned during the second quarter of 2017, with first oil targeted in 2022. Husky Energy Inc. is the operator and the project is expected to extend the life of the existing White Rose facilities, with the company's share of peak oil anticipated to be 20,000 bbls/d. Capital expenditures on the project were $66 million in 2017.

Other potential material growth projects have not yet received a final investment decision by the company or its Board of Directors.

Other Capital Projects

Suncor also anticipates 2018 capital expenditures to be directed to the following projects and initiatives:

Oil Sands Operations

For 2018, plans for sustaining capital will be to focus on tailings management, planned maintenance, which includes a major turnaround event in the spring at Upgrader 1 and a turnaround event at Upgrader 2 in the fall, and other investments to maintain production capacity at existing facilities, primarily related to new well pads for In Situ assets to offset natural production declines and development of an autonomous haul truck program to further improve the efficiency of mining operations.

Oil Sands Ventures

Sustaining capital expenditures in 2018 for Syncrude are expected to focus on reliability programs, planned maintenance and maintaining production capacity.

Sustaining capital expenditures in 2018 for Fort Hills will be focused on tailings management and projects to preserve production capacity, including mining equipment.

Exploration and Production

Growth capital in 2018 is expected to include development drilling at all offshore assets, development work on the Oda project and the Fenja development project, subject to the closing of the company's acquisition, as well as pre-sanction design work on the Rosebank future development project.

Refining and Marketing

The company expects that sustaining capital will focus on planned maintenance events, technological investments and routine asset replacement.

2017  ANNUAL REPORT   Suncor Energy Inc.   47


8. FINANCIAL CONDITION AND LIQUIDITY

Liquidity and Capital Resources

At December 31 ($ millions, except as noted)   2017   2016   2015    

Net cash from (used in)                

  Operating activities   8 966   5 680   6 884    

  Investing activities   (5 019 ) (7 507 ) (6 771 )  

  Financing activities   (4 223 ) 869   (1 854 )  

  Foreign exchange (loss) gain on cash and cash equivalents   (68 ) (75 ) 295    

(Decrease) increase in cash and cash equivalents   (344 ) (1 033 ) (1 446 )  

Cash and Cash equivalents, end of year   2 672   3 016   4 049    

Return on Capital Employed (%) (1)                

  Excluding major projects in progress   8.6   0.5   0.6    

  Including major projects in progress   6.7   0.4   0.5    

Net debt to funds from operations (2) (times)   1.4   2.4   1.7    

Interest coverage on long-term debt (times)                

  Earnings basis (2)(3)   6.5   0.5   (1.8 )  

  Funds from operations basis (2)(4)   11.2   6.5   9.3    

(1)
Non-GAAP financial measure. See the Advisories – Non-GAAP Financial Measures section of this MD&A.

(2)
Funds from operations and metrics that use funds from operations are non-GAAP financial measures. Please see the Advisories – Non-GAAP Financial Measures section of this MD&A.

(3)
Net earnings plus income taxes and interest expense, divided by the sum of interest expense and capitalized interest on debt.

(4)
Funds from operations plus current income taxes and interest expense, divided by the sum of interest expense and capitalized interest on debt.

Cash Flow provided by Operating Activities

Cash flow provided by operating activities was $8.966 billion in 2017, compared to $5.680 billion in 2016. The increase was primarily due to higher upstream price realizations and stronger benchmark crack spreads and refining margins, an increase in Oil Sands production and record refinery crude throughput combined with record retail and wholesale sales volumes in Canada, partially offset by an increase in non-cash working capital, as compared to a decrease in non-cash working capital in 2016.

Cash Flow used in Investment Activities

Cash flow used in investing activities was $5.019 billion in 2017 compared to $7.507 billion in 2016. The decrease was primarily due to proceeds received from the sale of the companys lubricants business and its interests in the Cedar Point and Ripley wind facilities. The prior year included the purchase of an additional 5% interest in the Syncrude project.

Cash Flow used in Financing Activities

Cash flow used in financing activities was $4.223 billion in 2017, compared to a source of cash of $869 million in 2016. The decrease was primarily related to the early repayment of long-term debt, the repurchase of the company's shares under the NCIB, partially offset by a bond issuance in the fourth quarter of 2017, an increase in short-term debt and the proceeds from the sale of a 49% interest in the ETFD, which has been treated as a financing activity due to the existence of non-discretionary distributions within the arrangement. In 2016, the source of cash provided from financing activities was due to the issuance of common shares and long-term debt and an increase in short-term debt, partially offset by the early repayment of a portion of the debt acquired in the COS acquisition.

Capital Resources

Suncor's capital resources consist primarily of cash flow provided by operating activities, cash and cash equivalents, available lines of credit and the realized proceeds from divestiture of non-core assets. Suncor's management believes the company will have the capital resources to fund its planned 2018 capital spending program of $4.5 to $5.0 billion and to meet current and future working capital requirements through cash balances and cash equivalents, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, divesting of non-core assets and accessing capital markets. The company's cash flow provided by operating activities depends on a number of factors, including commodity prices, production and sales volumes, refining and marketing margins, operating expenses, taxes, royalties and foreign exchange rates.

The company has invested excess cash in short-term financial instruments that are presented as cash and cash equivalents.

48   2017  ANNUAL REPORT   Suncor Energy Inc.



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 will be with counterparties with investment grade debt ratings.

Available Sources of Liquidity

Cash and Cash Equivalents

Included in cash and cash equivalents of $2.672 billion at December 31, 2017 are short-term investments with weighted average terms to maturity of approximately 16 days. In 2017, the company earned approximately $32 million of interest income on this portfolio.

Financing Activities

Management of debt levels continues to be a priority for Suncor given the company's long-term growth plans and the volatility in commodity pricing. Suncor believes a phased and flexible approach to existing and future growth projects should assist the company in maintaining its ability to manage project costs and debt levels.

Suncor's interest on debt (before capitalized interest) in 2017 was $945 million, a decrease from $1.012 billion in 2016, primarily due to the early payment of more than $3.0 billion of long-term debt in the year, partially offset by the issuance of US$750 million of new debt.

Available lines of credit at December 31, 2017 decreased to $4.489 billion, compared to $7.467 billion at December 31, 2016, primarily as a result of management's decision to reduce the company's credit facility by $1.0 billion, the company's cancellation of a $950 million credit facility that was acquired through the acquisition of COS and an increase in short-term indebtedness. The decrease in the company's credit facility and the cancellation of the credit facility acquired through the acquisition of COS were executed in 2017 as the excess liquidity is no longer anticipated to be required with the Fort Hills and Hebron projects achieving first oil. The reduction will further reduce future financing expense.

A summary of total and unutilized credit facilities at December 31, 2017 is as follows:

($ millions)   2017    

Fully revolving and expires in 2021   4 000    

Fully revolving and expires in 2020   2 504    

Fully revolving and expires in 2018/2019   1 580    

Can be terminated at any time at the option of the lenders   140    

Total credit facilities   8 224    

Credit facilities supporting outstanding commercial paper   (2 136 )  

Credit facilities supporting standby letters of credit   (1 367 )  

Total unutilized credit facilities (1)   4 721    

(1)
Available credit facilities for liquidity purposes were $4.489 billion at December 31, 2017 (December 31, 2016 – $7.467 billion).

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 to not exceed 65% of its total debt plus shareholders' equity. At December 31, 2017, total debt to total debt plus shareholders' equity was 25.6% (December 31, 2016 – 28.1%). The company is currently in compliance with all operating covenants as at December 31, 2017.

At December 31
($ millions, except as noted)
  2017   2016  

  Short-term debt   2 136   1 273  

  Current portion of long-term debt   71   54  

  Long-term debt   13 372   16 103  

Total debt   15 579   17 430  

  Less: Cash and cash equivalents   2 672   3 016  

Net debt   12 907   14 414  

Shareholders' equity   45 383   44 630  

Total debt plus shareholders' equity   60 962   62 060  

Total debt to total debt plus shareholders' equity (%)   25.6   28.1  

2017  ANNUAL REPORT   Suncor Energy Inc.   49


Change in Net Debt

($ millions)        

Total debt – December 31, 2016   17 430    

Net decrease in long-term debt   (2 378 )  

Increase in short-term debt   981    

Foreign exchange on debt   (771 )  

Capital leases, and other   317    

Total Debt – December 31, 2017   15 579    

Less: Cash and cash equivalents – December 31, 2017   2 672    

Net Debt – December 31, 2017   12 907    

At December 31, 2017, Suncor's net debt was $12.907 billion, compared to $14.414 billion at December 31, 2016. During 2017, total debt decreased by $1.851 billion, primarily due to the early repayment of more than $3.0 billion in long-term debt and unrealized foreign exchange gains on U.S. dollar denominated debt, partially offset by a bond issuance in the fourth quarter of 2017 and a net increase in the company's finance leases, which are primarily attributed to pipelines that will support Fort Hills.

For the year ended December 31, 2017, the company's net debt to funds from operations measure was 1.4 times, which is lower than management's maximum target of less than 3.0 times.

Credit Ratings

The company's credit ratings impact its cost of funds and liquidity. In particular, the company's ability to access unsecured funding markets and to engage in certain activities on a cost-effective basis is primarily dependent upon maintaining a strong credit rating. A lowering of the company's credit rating may also have potentially adverse consequences for the company's funding capacity or access to the capital markets, may affect the company's ability, and the cost, to enter into normal course derivative or hedging transactions, and may require the company to post additional collateral under certain contracts.

As at February 28, 2018, the company's long-term senior debt ratings are:

Long-Term Senior Debt   Rating   Long-Term
Outlook
 

Standard & Poor's   A-   Stable  

Dominion Bond Rating Service   A (low ) Stable  

Moody's Investors Service   Baa1   Stable  

The company's commercial paper ratings are:

Commercial Paper   Cdn
Program
Rating
  U.S.
Program
Rating
 

Standard & Poor's   A-1 (low ) A-2  

Dominion Bond Rating Service   R-1 (low ) Not rated  

Moody's Investors Service   Not rated   P2  

Refer to the Description of Capital Structure – Credit Ratings section of Suncor's 2017 AIF for a description of credit ratings listed above.

Common Shares

Outstanding Shares

December 31, 2017 (thousands)      

Common shares   1 640 983  

Common share options – non-exercisable   17 363  

Common share options – exercisable   13 747  

As at February 27, 2018, the total number of common shares outstanding was 1,638,929,009 and the total number of exercisable and non-exercisable common share options outstanding was 35,103,694. Once exercisable, each outstanding common share option is convertible into one common share.

Share Repurchases

In 2017, the Toronto Stock Exchange (TSX) accepted a notice filed by Suncor of its intention to commence a new NCIB to purchase and cancel up to $2.0 billion of the company's shares beginning on May 2, 2017 and ending on May 1, 2018. In 2017, the company repurchased and cancelled 33.154 million shares at an average price of $42.61/share, for a total cost of $1.413 billion.

Subsequent to the end of the year, Suncor's Board of Directors approved a further $2.0 billion share repurchase program, continuing to demonstrate the company's ability to generate cash flow and commitment to return cash to shareholders.

Since commencing its share repurchase program in 2011, Suncor has purchased 194.5 million common shares for a total return to shareholders of $6.956 billion under this program.

50   2017  ANNUAL REPORT   Suncor Energy Inc.


At December 31
($ millions, except as noted)
  2017   2016   2015   2014  

Share repurchase activities                  

  Shares repurchased (thousands of common shares)   33 154     1 230   42 027  

Weighted average repurchase price per share (dollars per share)   42.61     34.93   39.76  

Share repurchase cost ($ millions)   1 413     43   1 671  

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

In addition to the enforceable and legally binding obligations in the table below, Suncor has other obligations for goods and services that were entered into in the normal course of business, which may terminate on short notice, including commitments for the purchase of commodities for which an active, highly liquid market exists, and which are expected to be re-sold shortly after purchase.

The company 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 condition or financial performance, including liquidity and capital resources.

In the normal course of business, the company is obligated to make future payments, including contractual obligations and non-cancellable commitments.

    Payment due by period  
($ millions)   2018   2019   2020   2021   2022   2023 and
beyond
  Total  

Fixed and revolving term debt (1)   2 839   970   681   2 069   818   17 954   25 331  

Finance lease obligations   71   36   39   45   49   1 079   1 319  

Decommissioning and restoration costs (2)   457   450   522   362   248   10 196   12 235  

Operating lease agreements, pipeline capacity and energy services commitments   2 102   1 657   1 668   1 529   1 339   11 049   19 344  

Exploration work commitments     115   138   157   87     497  

Other long-term obligations (3)   3   19   19   19   19     79  

Total   5 472   3 247   3 067   4 181   2 560   40 278   58 805  

(1)
Includes debt that is redeemable at Suncor's option and interest payments on fixed-term debt.

(2)
Represents the undiscounted amount of decommissioning and restoration costs.

(3)
Includes the Libya EPSA signature bonus and merger consent. See the Other Long-Term Liabilities note to the audited Consolidated Financial Statements.

Transactions with Related Parties

The company enters into transactions with related parties in the normal course of business. These transactions primarily include sales to associated entities in the company's Refining and Marketing segment. For more information on these transactions and for a summary of Compensation of Key Management Personnel, refer to Note 32 to the 2017 audited Consolidated Financial Statements.

Financial Instruments

Suncor periodically enters into derivative contracts for risk management purposes. The derivative contracts hedge risks related to purchases and sales of commodities, to manage exposure to interest rates and to hedge risks specific to individual transactions, such as currency risk associated with repayment of U.S. dollar denominated debt. For the year ended December 31, 2017, the pre-tax earnings impact for risk management activities was a loss of $19 million (2016 – pre-tax loss of $25 million).

The company's Energy Trading business uses crude oil, natural gas and refined products futures contracts, as well as other derivative financial instruments to optimize related trading strategies. For the year ended December 31, 2017, the pre-tax earnings impact for Energy Trading activities was a loss of $37 million (2016 – pre-tax loss of $47 million).

Gains or losses related to derivatives are recorded as Other Income in the Consolidated Statements of Comprehensive Income.

2017  ANNUAL REPORT   Suncor Energy Inc.   51


($ millions)   Energy
Trading
  Risk
Management
  Total    

Fair value of contracts outstanding – December 31, 2015   (18 ) 20   2    

Cash settlements – paid (received) during the year   29   (13 ) 16    

Unrealized losses recognized in earnings during the year   (47 ) (25 ) (72 )  

Fair value outstanding – December 31, 2016   (36 ) (18 ) (54 )  

Cash settlements – (received) paid during the year   (12 ) 17   5    

Unrealized losses recognized in earnings during the year   (37 ) (19 ) (56 )  

Fair value outstanding – December 31, 2017   (85 ) (20 ) (105 )  

The fair value of derivative financial instruments is recorded on the Consolidated Balance Sheet.

Fair value of derivative contracts at
December 31 ($ millions)
  2017   2016    

Accounts receivable   74   155    

Accounts payable   (179 ) (209 )  

    (105 ) (54 )  

Risks Associated with Derivative Financial Instruments

Suncor may be exposed to certain losses in the event that counterparties to derivative financial instruments are unable to fulfil their obligations under these contracts. The company minimizes this risk by entering into agreements with investment grade counterparties. Risk is also minimized through regular management review of the potential exposure to and credit ratings of such counterparties. Suncor's exposure is limited to those counterparties holding derivative contracts with net positive fair values at a reporting date.

Suncor's risk management activities are subject to periodic reviews by management to determine appropriate hedging requirements based on the company's tolerance for exposure to market volatility, as well as the need for stable cash flow to finance future growth. Energy Trading activities are governed by a separate risk management group that reviews and monitors practices and policies and provides independent verification and valuation of these activities.

For further details on our derivative financial instruments, including assumptions made in the calculation of fair value, a sensitivity analysis of the effect of changes in commodity prices on our derivative financial instruments, and additional discussion of exposure to risks and mitigation activities, see the Financial Instruments and Risk Management note in the company's 2017 audited Consolidated Financial Statements.

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9. ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Suncor's significant accounting policies are described in Note 3 to the audited Consolidated Financial Statements for the year ended December 31, 2017.

Recently Announced Accounting Pronouncements

The standards and interpretations that are issued, but not yet effective up to the date of issuance of the company's consolidated financial statements, and that may have an impact on the disclosures and financial position of the company, are disclosed below. The company intends to adopt these standards and interpretations, if applicable, when they become effective.

Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers . It replaces existing revenue recognition guidance and provides a single, principles-based five-step model to be applied to all contracts with customers. The company has adopted this standard on the effective date of January 1, 2018. The adoption of this standard will result in a change in presentation between Operating revenues net of royalties and the Operating, selling and general expense and Transportation expense line items; however, there will be no impact on the company's consolidated net earnings. Additional note disclosure will also be required.

Financial Instruments

In July 2014, IFRS 9 Financial Instruments was issued as a complete standard, including the requirements previously issued related to classification and measurement of financial assets and liabilities, and additional amendments to introduce a new expected loss impairment model for financial assets including credit losses. The company has adopted this standard on the effective date of January 1, 2018. IFRS 9 replaced the multiple classification and measurement models for financial assets that currently exist under IAS 39 Financial Instruments, and the basis on which financial assets are measured will determine their classification as either, at amortized cost, fair value through profit and loss, or fair value through other comprehensive income. Therefore, the adoption of this standard will result in a reclassification of financial assets currently classified as loans and receivables to financial assets at amortized cost, however there is no impact to the measurement of these financial assets. There will be no classification or measurement impact to the company's financial liabilities. Therefore, the adoption of this standard will not have any impact on the company's consolidated net earnings.

Leases

In January 2016, the IASB issued IFRS 16 Leases which replaces the existing leasing standard (IAS 17 Leases ) and requires the recognition of most leases on the balance sheet. IFRS 16 effectively removes the classification of leases as either finance or operating leases and treats all leases as finance leases for lessees with exemptions for short-term leases where the term is twelve months or less and for leases of low-value items. The accounting treatment for lessors remains essentially unchanged, with the requirement to classify leases as either finance or operating. The company will adopt IFRS 16 on the effective date of January 1, 2019, and has selected the modified retrospective transition approach. Suncor has also elected to apply the optional exemptions for short-term and low-value leases. IFRS 16 is expected to materially increase the company's assets and liabilities, increase Depreciation, Depletion, Amortization expense, increase Financing expense and reduce Operating, Selling and General expense. Cash payments associated with operating leases are currently presented within Operating Activities, under IFRS 16 the cash flows will be allocated between Financing Activities for the repayment of the principal liability and Operating Activities for the financing expense portion. The overall impact to cash flow is unchanged. The company has a transition team to assess the impact of IFRS 16 and implement the necessary changes to accounting systems, business processes and internal controls as a result of the new standard. The transition team is currently in the process of reviewing and categorizing the company's contracts and implementing the required information systems changes; however, it is currently too early to quantify the impacts. The company will disclose additional information throughout 2018 on the progress of the transition including the estimated quantitative financial impacts.

Share-Based Payments

In June 2016, the IASB issued the final amendments to IFRS 2 Share-based payments that clarify the classification and measurement of share-based payment transactions. This includes the effect of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments are to be applied prospectively and are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The adoption of this standard will not have any impact on the company's consolidated financial statements.

Uncertainty over Income Tax Treatments

In June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments . The interpretation clarifies the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The interpretation requires an entity to

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consider whether it is probable that a taxation authority will accept an uncertain tax treatment. If the entity considers it to be not probable that a taxation authority will accept an uncertain tax provision the interpretation requires the entity to use the most likely amount or the expected value. The amendments are to be applied retrospectively and are effective for annual periods beginning on or after January 1, 2019, with earlier application permitted. The adoption of this amendment will not have any impact on the company's consolidated financial statements.

Significant Accounting Estimates and Judgments

The preparation of financial statements in accordance with IFRS requires management to make estimates and judgments that affect reported assets, liabilities, revenues, expenses, gains, losses, and disclosures of contingencies. These estimates and judgments are subject to change based on experience and new information. The financial statement areas that require significant estimates and judgments are as follows:

Oil and Gas Reserves

Measurements of depletion, depreciation, impairment and decommissioning and restoration obligations are determined in part based on the company's estimate of oil and gas reserves. The estimation of reserves is an inherently complex process and involves the exercise of professional judgment. All reserves have been evaluated at December 31, 2017 by independent qualified reserves evaluators. Oil and gas reserves estimates are based on a range of geological, technical and economic factors, including projected future rates of production, projected future commodity prices, engineering data, and the timing and amount of future expenditures, all of which are subject to uncertainty. Estimates reflect market and regulatory conditions existing at December 31, 2017, which could differ significantly from other points in time throughout the year, or future periods. Changes in market and regulatory conditions and assumptions can materially impact the estimation of net reserves.

Oil and Gas Activities

The company is required to apply judgment when designating the nature of oil and gas activities as exploration, evaluation, development or production, and when determining whether the costs of these activities shall be expensed or capitalized.

Exploration and Evaluation Costs

Certain exploration and evaluation costs are initially capitalized with the intent to establish commercially viable reserves. The company is required to make judgments about future events and circumstances and applies estimates to assess the economic viability of extracting the underlying resources. The costs are subject to technical, commercial and management review to confirm the continued intent to develop the project. Level of drilling success or changes to project economics, resource quantities, expected production techniques, production costs and required capital expenditures are important judgments when making this determination. Management uses judgment to determine when these costs are reclassified to Property, Plant and Equipment based on several factors including the existence of reserves, appropriate approvals from regulatory bodies and the company's internal project approval process.

Determination of Cash Generating Units (CGUs)

A CGU is the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The allocation of assets into CGUs requires significant judgment and interpretations with respect to the integration between assets, the existence of active markets, similar exposure to market risks, shared infrastructures, and the way in which management monitors the operations.

Asset Impairment and Reversals

Management applies judgment in assessing the existence of impairment and impairment reversal indicators based on various internal and external factors.

The recoverable amount of CGUs and individual assets is determined based on the higher of fair value less costs of disposal or value-in-use calculations. The key estimates the company applies in determining the recoverable amount normally include estimated future commodity prices, expected production volumes, future operating and development costs, discount rates, tax rates, and refining margins. In determining the recoverable amount, management may also be required to make judgments regarding the likelihood of occurrence of a future event. Changes to these estimates and judgments will affect the recoverable amounts of CGUs and individual assets and may then require a material adjustment to their related carrying value.

Decommissioning and Restoration Costs

The company recognizes liabilities for the future decommissioning and restoration of Exploration and Evaluation assets and Property, Plant and Equipment. Management applies judgment in assessing the existence and extent as well as the expected method of reclamation of the company's decommissioning and restoration obligations at the end of each reporting period. Management also uses judgment to determine whether the nature of the activities performed is related to decommissioning and restoration activities or normal operating activities.

In addition, these provisions are based on estimated costs, which take into account the anticipated method and extent of restoration, technological advances, possible future use of

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the site, reclamation projects and processes and the water treatment facility. Actual costs are uncertain and estimates can vary as a result of changes to relevant laws and regulations related to the use of certain technologies, the emergence of new technology, operating experience, prices and closure plans. The estimated timing of future decommissioning and restoration may change due to certain factors, including reserves life. Changes to estimates related to future expected costs, discount rates, inflation assumptions and timing may have a material impact on the amounts presented.

Employee Future Benefits

The company provides benefits to employees, including pensions and other post-retirement benefits. The cost of defined benefit pension plans and other post-retirement benefits received by employees is estimated based on actuarial valuation methods that require professional judgment. Estimates typically used in determining these amounts include, as applicable, rates of employee turnover, future claim costs, discount rates, future salary and benefit levels, the return on plan assets, mortality rates and future medical costs. Changes to these estimates may have a material impact on the amounts presented.

Other Provisions

The determination of other provisions, including, but not limited to, provisions for royalty disputes, onerous contracts, litigation and constructive obligations, is a complex process that involves judgments about the outcomes of future events, the interpretation of laws and regulations, and estimates on timing and amount of expected future cash flows and discount rates.

Income Taxes

Management evaluates tax positions, annually or when circumstances require, which involves judgment and could be subject to differing interpretations of applicable tax legislation. The company recognizes a tax provision when a payment to tax authorities is considered probable. However, the results of audits and reassessments and changes in the interpretations of standards may result in changes to those positions and, potentially, a material increase or decrease in the company's assets, liabilities and net earnings.

Deferred Income Taxes

Deferred tax assets are recognized when it is considered probable that deductible temporary differences will be recovered in the foreseeable future. To the extent that future taxable income and the application of existing tax laws in each jurisdiction differ significantly from the company's estimate, the ability of the company to realize the deferred tax assets could be impacted.

Deferred tax liabilities are recognized when there are taxable temporary differences that will reverse and result in a future outflow of funds to a taxation authority. The company records a provision for the amount that is expected to be settled, which requires judgment as to the ultimate outcome. Deferred tax liabilities could be impacted by changes in the company's judgment of the likelihood of a future outflow and estimates of the expected settlement amount, timing of reversals, and the tax laws in the jurisdictions in which the company operates.

Fair Value of Financial Instruments

The fair value of a financial instrument is determined, whenever possible, based on observable market data. If not available, the company uses third-party models and valuation methodologies that utilize observable market data that includes forward commodity prices, foreign exchange rates and interest rates to estimate the fair value of financial instruments, including derivatives. 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.

Functional Currency

The designation of the functional currency of the company and each of its subsidiaries is a management judgment based on the composition of revenue and costs in the locations in which it operates.

Fair Value of Share-Based Compensation

The fair values of equity settled and cash settled share-based payment awards are estimated using the Black Scholes options pricing model. These estimates depend on certain assumptions, including share price, volatility, risk-free interest rate, the term of the awards, the forfeiture rate and the annual dividend yield, which, by their nature, are subject to measurement uncertainty.

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10. RISK FACTORS

Suncor is committed to a proactive program of enterprise risk management intended to enable decision making through consistent identification and assessment of risks inherent to its assets, activities and operations. Some of these risks are common to operations in the oil and gas industry as a whole, while some are unique to Suncor.

Volatility of Commodity Prices

Suncor's financial performance is closely linked to prices for crude oil in the company's upstream business and prices for refined petroleum products in the company's downstream business, and, to a lesser extent, to natural gas prices in the company's upstream business, where natural gas is both an input and output of production processes. The prices for all of these commodities can be influenced by global and regional supply and demand factors, which are factors that are beyond the company's control and can result in a high degree of price volatility.

Crude oil prices are also affected by, among other things, global economic health and global economic growth (particularly in emerging markets), pipeline constraints, regional and international supply and demand imbalances, political developments, compliance or non-compliance with quotas agreed upon by Organization of Petroleum Exporting Countries (OPEC) members and other countries, decisions by OPEC not to impose quotas on its members, access to markets for crude oil, and weather. These factors impact the various types of crude oil and refined products differently and can impact differentials between light and heavy grades of crude oil (including blended bitumen), and between conventional oil and SCO.

Refined petroleum product prices and refining margins are also affected by, among other things, crude oil prices, the availability of crude oil and other feedstock, levels of refined product inventories, regional refinery availability, marketplace competitiveness, and other local market factors. Natural gas prices in North America are affected by, among other things, supply and demand, and by prices for alternative energy sources. Decreases in product margins or increases in natural gas prices could have a material adverse effect on Suncor's business, financial condition and reserves.

In addition, oil and natural gas producers in North America, and particularly in Canada, may receive discounted prices for their production relative to certain international prices, due in part to constraints on the ability to transport and sell such products to international markets. A failure to resolve such constraints may result in continued discounted or reduced commodity prices realized by oil and natural gas producers such as Suncor. Suncor's production from Oil Sands includes significant quantities of bitumen and SCO that may trade at a discount to light and medium crude oil. Bitumen and SCO are typically more expensive to produce and process. In addition, the market prices for these products may differ from the established market indices for light and medium grades of crude oil. As a result, the price received for bitumen and SCO may differ from the benchmark they are priced against. Future quality differentials are uncertain and unfavourable differentials could have a material adverse effect on Suncor's business, financial condition and reserves.

Beginning in the latter half of 2014, world oil prices declined significantly. While oil prices have moderately recovered from the low prices that were experienced during that time, due in part to quotas agreed upon by OPEC and certain non-OPEC countries, there can be no assurances that this price recovery will continue or can be sustained. Failure by OPEC and these non-OPEC countries to establish new quotas, or to meet or maintain agreed upon quotas, or increases in supply from other countries (including Canada and the U.S.), in addition to the other factors discussed above, could cause world oil prices to decrease and such decrease could be significant and also lead to greater price volatility. A prolonged period of low and/or volatile commodity prices, particularly for crude oil, could have a material adverse effect on Suncor's business, financial condition and reserves, and may also lead to the impairment of assets, or the cancellation or deferral of Suncor's growth projects.

Major Operational Incidents (Safety, Environmental and Reliability)

Each of Suncor's primary operating businesses – Oil Sands, E&P, and R&M – requires significant levels of investment in the design, operation and maintenance of facilities, and carries the additional economic risk associated with operating reliably or enduring a protracted operational outage.

The company's businesses also carry the risks associated with environmental and safety performance, which is closely scrutinized by governments, the public and the media, and could result in a suspension of or inability to obtain regulatory approvals and permits, or, in the case of a major environmental or safety incident, fines, civil suits or criminal charges against the company.

In general, Suncor's operations are subject to operational hazards and risks such as, among others, fires (including forest fires), explosions, blow-outs, power outages, severe winter climate conditions, prolonged periods of extreme cold or extreme heat, flooding, droughts and other extreme weather conditions, railcar incidents or derailments, the migration of harmful substances such as oil spills, gaseous leaks or a release of tailings into water systems, pollution and other environmental risks, and accidents, any of which can interrupt operations or cause personal injury or death, or damage to property, equipment, the environment, and

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information technology systems and related data and control systems.

The reliable operation of production and processing facilities at planned levels and Suncor's ability to produce higher value products can also be impacted by, among other things, failure to follow operating procedures or operate within established operating parameters, equipment failure through inadequate maintenance, unanticipated erosion or corrosion of facilities, manufacturing and engineering flaws, and labour shortage or interruption. The company is also subject to operational risks such as sabotage, terrorism, trespass, theft and malicious software or network attacks.

In addition to the foregoing factors that affect Suncor's business generally, each business unit is susceptible to additional risks due to the nature of its business, including, among others, the following:

Suncor's Oil Sands business is susceptible to loss of production, slowdowns, shutdowns or restrictions on its ability to produce higher value products, due to the failure of any one or more interdependent component systems, and other risks inherent to oil sands operations;

For Suncor's E&P businesses, there are risks and uncertainties associated with drilling for oil and natural gas, the operation and development of such properties and wells (including encountering unexpected formations, pressures, or the presence of hydrogen sulphide), premature declines of reservoirs, sour gas releases, uncontrollable flows of crude oil, natural gas or well fluids and other accidents;

E&P offshore operations occur in areas subject to hurricanes and other extreme weather conditions, such as winter storms, pack ice, icebergs and fog. The occurrence of any of these events could result in production shut-ins, the suspension of drilling operations, damage to or destruction of the equipment involved and injury or death of rig personnel. Suncor's offshore operations could also be affected by the actions of Suncor's contractors, joint venture operators and agents that could result in similar catastrophic events at their facilities, or could be indirectly affected by catastrophic events occurring at other third-party offshore operations. In either case, this could give rise to liability, damage to the company's equipment, harm to individuals, force a shutdown of facilities or operations, or result in a shortage of appropriate equipment or specialists required to perform planned operations; and

Suncor's Refining and Marketing operations are subject to all of the risks normally inherent in the operation of refineries, terminals, pipelines and other distribution facilities and service stations, including, among others, loss of production, slowdowns or shutdowns due to equipment failures, unavailability of feedstock, price and quality of feedstock or other incidents.

Although the company maintains a risk management program, which includes an insurance component, such insurance may not provide adequate coverage in all circumstances, nor are all such risks insurable. It is possible that the company's insurance coverage will not be sufficient to address the costs arising out of the allocation of liabilities and risk of loss arising from Suncor operations.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Government/Regulatory Policy and Effectiveness

Suncor's businesses operate under federal, provincial, territorial, state and municipal laws in numerous countries. The company, including its joint arrangements, is also subject to regulation and intervention by governments in oil and gas industry matters, such as, among others, land tenure, royalties, taxes (including income taxes), government fees, production rates, environmental protection, wildlife, fish, safety performance, the reduction of greenhouse gas (GHG) and other emissions, the export of crude oil, natural gas and other products, interactions with foreign governments, the awarding or acquisition of exploration and production rights, oil sands leases or other interests, the imposition of specific drilling obligations, control over the development, reclamation and abandonment of fields and mine sites (including restrictions on production), mine financial security requirements and possibly expropriation or cancellation of contract rights. As part of ongoing operations, the company, including its joint arrangements, is also required to comply with a large number of Environment, Health and Safety (EH&S) regulations under a variety of Canadian, U.S., U.K. and other foreign, federal, provincial, territorial, state and municipal laws and regulations. Failure to comply with applicable laws and regulations may result in, among other things, the imposition of fines and penalties, production constraints, a compulsory shutdown of facilities or suspension of operations, reputational damage, delays, increased costs, denial of operating and growth permit applications, censure, liability for cleanup costs and damages, and the loss of important licences and permits.

Before proceeding with most major projects, including significant changes to existing operations, Suncor, including its joint arrangements, must obtain various federal, provincial, territorial, state and municipal permits and regulatory approvals, and must also obtain licences to operate certain assets. These processes can involve, among other things, Aboriginal and stakeholder consultation, environmental impact assessments and public hearings, and may be subject to conditions, including security deposit obligations and other commitments. Suncor's businesses can

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also be indirectly impacted by a third party's inability to obtain regulatory approval for a shared infrastructure project or a third-party infrastructure project on which a portion of Suncor's business depends. Compliance can also be affected by the loss of skilled staff, inadequate internal processes and compliance auditing.

Failure to obtain, comply with, satisfy the conditions of or maintain regulatory permits and approvals, or failure to obtain them on a timely basis or on satisfactory terms, could result in delays, abandonment or restructuring of projects and increased costs, all of which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Changes in government policy (including, among others, trade policies affecting energy resource exports and increased regulation as a result of climate change), regulation or other laws, or the interpretation thereof, or opposition to Suncor's projects or third-party pipeline and infrastructure projects that delays or prevents necessary permits or regulatory approvals, or which makes current operations or growth projects uneconomic, could materially impact Suncor's operations, existing and planned projects, financial condition, reserves and results of operations. Obtaining necessary approvals or permits has become more difficult due to increased public opposition and consultation, including Aboriginal consultation requirements as well as increased political involvement. The federal government also issued Bill C-69, An Act to enact the Impact Assessment Act and the Canadian Energy Regulator Act, to amend the Navigation Protection Act and to make consequential amendments to other Acts (Bill C-69) in February 2018. If enacted, it will impact the manner in which large energy projects are approved, including increased Aboriginal consultation and involvement. The result of these developments could also lead to additional compliance costs and staffing and resource levels, and also increase exposure to other risks to Suncor's business, including environmental or safety non-compliance and permit approvals, all of which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Carbon Risk

Public support for climate change action and receptivity to alternative/renewable energy technologies has grown in recent years. Governments in Canada and around the world have responded to these shifting societal attitudes by adopting ambitious emissions reduction targets and supporting legislation, including measures relating to carbon pricing, clean energy and fuel standards, and alternative energy incentives and mandates. There has also been increased activism and public opposition to fossil fuels, and oil sands in particular.

Existing and future laws and regulations may impose significant liabilities on a failure to comply with their requirements. Concerns over climate change and fossil fuel extraction could lead governments to enact additional or more stringent laws and regulations applicable to Suncor and other companies in the energy industry in general, and in the oil sands industry in particular.

Environmental regulation, including regulation relating to climate change, could impact the demand for, formulation or quality of the company's products, or could require increased capital expenditures, operating expenses and distribution costs, which may or may not be recoverable in the marketplace and which may result in current operations or growth projects becoming uneconomic. In addition, such regulatory changes could necessitate that Suncor develop new technologies. Such technology development could require a significant investment of capital and resources, and any delay in or failure to identify and develop such technologies could prevent Suncor, including its joint arrangements, from obtaining regulatory approvals for projects or being able to successfully compete with other companies. Increasing environmental regulation in the jurisdictions in which Suncor operates may also make it difficult for Suncor to compete with companies operating in other jurisdictions with fewer or less costly regulations. The complexity and breadth of changes in environmental regulation make it extremely difficult to predict the potential impact to Suncor.

Suncor continues to actively monitor the international and domestic efforts to address climate change. While it currently appears that GHG regulations and targets will continue to become more stringent, and while Suncor continues its efforts to reduce the intensity of its GHG emissions, the absolute GHG emissions of the company are expected to rise as it pursues a growth strategy. Increases in GHG emissions may impact the profitability of the company's projects, as Suncor will be subject to incremental levies and taxes. There is also a risk that Suncor could face litigation initiated by third parties relating to climate change. In addition, the mechanics of implementation and enforcement of the Oil Sands Emissions Limit Act (Alberta) are currently under review and it is not yet possible to predict the impact on Suncor. However, such impact could be material.

These developments and further such developments in the future could adversely impact the demand for Suncor's products, the ability of Suncor to maintain and grow its production and reserves, and Suncor's reputation and could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

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Environmental Compliance

Tailings Management

There are risks associated with Suncor's tailings management plans, including those of its joint arrangements. Each mine is required under the Alberta Energy Regulator's Directive 085 – Fluid Tailings Management for Oil Sands Mining Projects to update its mine fluid tailings management plans. If those plans are not approved in the timelines anticipated or at all, or if any conditions to the approval for the plans are not satisfied, the operators' ability to implement additional fluid tailings treatment facilities could be adversely impacted, which could result in reductions in production and lower volumes of treated tailings. If the mine exceeds certain compliance levels specified in the Tailings Management Framework (TMF), the applicable company could be subject to enforcement actions, including being required to curtail production, and financial consequences, including being subject to a compliance levy or being required to post additional security under the Mine Financial Security Program. The full impact of the TMF, including the financial consequences of exceeding compliance levels, is not yet fully known, as certain associated policies and regulations are still under development. Such policies and regulations could also restrict the technologies that the company may employ for tailings management, which could adversely impact the company's business plans. There could also be risks if the company's tailings management operations, including those of its joint arrangements, fail to operate as anticipated. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta's Land Use Framework (LARP)

The implementation of, and compliance with, the terms of the LARP may adversely impact Suncor's current properties and projects in northern Alberta due to, among other things, environmental limits and thresholds. The impact of the LARP on Suncor's operations may be outside of the control of the company, as Suncor's operations could be impacted as a result of restrictions imposed due to the cumulative impact of development by the other operators in the area and not solely in relation to Suncor's direct impact. The uncertainty of changes in Suncor's future development and existing operations required as a result of the LARP could have an adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta Environment and Parks (AEP) Water Licences

Suncor currently relies on water obtained under licences from AEP to provide domestic and utility water for the company's Oil Sands business. Water licences, like all regulatory approvals, contain conditions to be met in order to maintain compliance with the licence. There can be no assurance that the licences to withdraw water will not be rescinded or that additional conditions will not be added. It is also possible that regional water management approaches may require water sharing agreements between stakeholders. In addition, the expansion of the company's projects may rely on securing licences for additional water withdrawal, and there can be no assurance that these licences will be granted or that they will be granted on terms favourable to Suncor. There is also a risk that future laws or changes to existing laws or regulations relating to water access could cause capital expenditures and operating expenses relating to water licence compliance to increase. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Species at Risk Act

Woodland caribou have been identified as Threatened under the Species at Risk Act (Canada). In response to the Government of Canada's Recovery Strategy for Woodland Caribou, provincial caribou range plans are being developed. Suncor has existing, planned and potential future projects within caribou ranges in Alberta. The development and implementation of range plans in these areas may have an impact on the pace and amount of development in these areas and could potentially increase costs for restoration or offsetting requirements, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Air Quality Management

A number of Canadian federal and provincial air quality regulations and frameworks are currently being developed, changed and/or implemented, which could have an impact on the company's existing and planned projects by requiring the company to invest additional capital or incur additional operating and compliance expenses, including, among other things, potentially requiring the company to retrofit equipment to meet new requirements and increase monitoring and mitigation plans. The full impact of these regulations and frameworks is not yet known; however, they could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Alberta Wetland Policy

Pursuant to the Alberta Wetland Policy, development in wetland areas may be required to avoid wetlands or mitigate the development's effects on wetlands. Although the full impact of the policy on Suncor is not yet fully known, certain of Suncor's operations and growth projects may be affected by aspects of the policy where avoidance is not possible and wetland reclamation or replacement may be required, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

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Market Access

Suncor's production of bitumen is expected to grow as production ramps up at Fort Hills. The markets for bitumen blends or heavy crude are more limited than those for light crude, making them more susceptible to supply and demand changes and imbalances (whether as a result of the availability, proximity, and capacity of pipeline facilities, railcars, or otherwise). Heavy crude oil generally receives lower market prices than light crude, due principally to the lower quality and value of the refined product yield and the higher cost to transport the more viscous product on pipelines, and this price differential can be amplified due to supply and demand imbalances. A shortage of condensate to transport bitumen may cause Suncor's cost to increase due to the need to purchase alternative diluent supplies, thereby increasing the cost to transport bitumen to market and increasing Suncor's operating costs, as well as affecting Suncor's bitumen blend marketing strategy.

Market access for oil sands production may be constrained by insufficient pipeline takeaway capacity, including the lack of new pipelines due to an inability to secure required approvals and negative public perception. There is a risk that constrained market access for oil sands production, growing inland production and refinery outages will potentially create widening differentials that could impact the profitability of product sales. The occurrence of any of the foregoing could have a material adverse effect on the company's business, financial condition, reserves and results of operations.

Information Security

The efficient operation of Suncor's business is dependent on computer hardware, software and networked systems. In the ordinary course of Suncor's business, Suncor collects and stores sensitive data, including intellectual property, proprietary business information and identifiable personal information of the company's employees and retail customers. Suncor's operations are also dependent upon a large and complex information framework. Suncor relies on industry accepted security measures, controls and technology to protect Suncor's information systems and securely maintain confidential and proprietary information stored on the company's information systems, and has adopted a continuous process to identify, assess and manage threats to the company's information systems. Suncor's information security risk oversight is conducted by the Audit Committee of the Board of Directors. However, the measures, controls and technology on which the company relies may not be adequate due to the increasing volume and sophistication of cyber threats. Suncor's information technology and infrastructure, including process control systems, may be vulnerable to attacks by malicious persons or entities motivated by, among others, geopolitical, financial or activist reasons, or breached due to employee error, malfeasance or other disruptions. Any such attack or breach could compromise Suncor's networks, and the information Suncor stores could be accessed, publicly disclosed, lost, stolen or compromised. Any such attack, breach, access, disclosure or loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruptions to Suncor's operations, decreased performance and production, increased costs, and damage to Suncor's reputation, which could have a material adverse effect on Suncor's business, financial condition and results of operations. Although the company maintains a risk management program, which includes an insurance component that may provide coverage for the operational impacts from an attack to, or breach of, Suncor's information technology and infrastructure, including process control systems, the company does not maintain stand-alone cyber insurance. Furthermore, not all cyber risks are insurable. As a result, Suncor's existing insurance may not provide adequate coverage for losses stemming from a cyber attack to, or breach of, its information technology and infrastructure.

Project Execution

There are certain risks associated with the execution of Suncor's major projects and the commissioning and integration of new facilities within its existing asset base.

Project execution risk consists of three related primary risks:

Engineering – a failure in the specification, design or technology selection;

Construction – a failure to build the project in the approved time, in accordance with design, and at the agreed cost; and

Commissioning and start-up – a failure of the facility to meet agreed performance targets, including operating costs, efficiency, yield and maintenance costs.

Project execution can also be impacted by, among other things:

Failure to comply with Suncor's Asset Development and Execution Model;

The availability, scheduling and cost of materials, equipment and qualified personnel;

The complexities associated with integrating and managing contractor staff and suppliers;

The ability to obtain the necessary environmental and other regulatory approvals;

The impact of general economic, business and market conditions and the company's ability to finance growth, including major growth projects in progress, if commodity prices were to decline and stay at low levels for an extended period;

The impact of weather conditions;

60   2017  ANNUAL REPORT   Suncor Energy Inc.


Risks relating to restarting projects placed in safe mode, including increased capital costs;

The effect of changing government regulation and public expectations in relation to the impact of oil sands development on the environment;

Complexities and risks associated with constructing projects within operating environments and confined construction areas;

The complexities and uncertainties associated with identification, development and integration of new technologies into the company's existing and new assets;

Risks associated with offshore fabrication and logistics;

Risks relating to scheduling, resources and costs, including the availability and cost of materials, equipment and qualified personnel;

The accuracy of project cost estimates, as actual costs for major projects can vary from estimates, and these differences can be material;

The company's ability to complete strategic transactions; and

The commissioning and integration of new facilities within the company's existing asset base could cause delays in achieving guidance, targets and objectives.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Cumulative Impact of Change

In order to achieve Suncor's business objectives, the company must operate efficiently, reliably and safely and, at the same time, deliver growth and sustaining projects safely, on budget and on schedule. The ability to achieve these two sets of objectives is critically important for Suncor to deliver value to shareholders and stakeholders. These ambitious business objectives compete for resources, and may negatively impact the company should there be inadequate consideration of the cumulative impacts of prior and parallel initiatives on people, processes and systems. There is also a risk that these objectives may exceed Suncor's capacity to adopt and implement change. The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition and results of operations.

Joint Arrangement Risk

Suncor has entered into joint arrangements and other contractual arrangements with third parties, including arrangements where other entities operate assets in which Suncor has ownership or other interests. These joint arrangements include, among others, those with respect to Syncrude, Fort Hills, and operations in Suncor's E&P Canada and E&P International businesses. The success and timing of activities relating to assets and projects operated by others, or developed jointly with others, depend upon a number of factors that are outside of Suncor's control, including, among others, the timing and amount of capital expenditures, the timing and amount of operational and maintenance expenditures, the operator's expertise, financial resources and risk management practices, the approval of other participants, and the selection of technology.

These co-owners may have objectives and interests that do not coincide with and may conflict with Suncor's interests. Major capital decisions affecting joint arrangements may require agreement among the co-owners, while certain operational decisions may be made solely at the discretion of the operator of the applicable assets. While joint venture counterparties may generally seek consensus with respect to major decisions concerning the direction and operation of the assets and the development of projects, no assurance can be provided that the future demands or expectations of the parties relating to such assets and projects will be met satisfactorily or in a timely manner. Failure to satisfactorily meet demands or expectations by all of the parties may affect the company's participation in the operation of such assets or in the development of such projects, the company's ability to obtain or maintain necessary licences or approvals, or the timing for undertaking various activities. In addition, disputes may arise pertaining to the timing, funding and/or capital commitments with respect to projects that are being jointly developed, which could materially adversely affect the development of such projects and Suncor's business and operations.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Financial Risks

Energy Trading and Risk Management Activities and the Exposure to Counterparties

The nature of Suncor's energy trading and risk management activities, which may make use of derivative financial instruments to hedge its commodity price and other market risks, creates exposure to significant financial risks, which include, but are not limited to, the following:

Unfavourable movements in commodity prices, interest rates or foreign exchange could result in a financial or opportunity loss to the company;

A lack of counterparties, due to market conditions or other circumstances, could leave the company unable to liquidate or offset a position, or unable to do so at or near the previous market price;

The company may not receive funds or instruments from counterparties at the expected time or at all;

The counterparty could fail to perform an obligation owed to Suncor;

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Loss as a result of human error or deficiency in the company's systems or controls; and

Loss as a result of contracts being unenforceable or transactions being inadequately documented.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition and results of operations.

Exchange Rate Fluctuations

The company's 2017 audited Consolidated Financial Statements are presented in Canadian dollars. The majority of Suncor's revenues from the sale of oil and natural gas are based on prices that are determined by, or referenced to, U.S. dollar benchmark prices, while the majority of Suncor's expenditures are realized in Canadian dollars. The company also holds substantial amounts of U.S. dollar denominated debt. Suncor's results, therefore, can be affected significantly by the exchange rates between the Canadian dollar and the U.S. dollar. The company also undertakes operations administered through international subsidiaries and therefore, to a lesser extent, Suncor's results can be affected by the exchange rates between the Canadian dollar and the euro, the British pound and the Norwegian krone. These exchange rates may vary substantially and may give rise to favourable or unfavourable foreign currency exposure. A decrease in the value of the Canadian dollar relative to the U.S. dollar will increase the revenues received from the sale of commodities. An increase in the value of the Canadian dollar relative to the U.S. dollar will decrease revenue received from the sale of commodities. A decrease in the value of the Canadian dollar relative to the U.S. dollar from the previous balance sheet date increases the amount of Canadian dollars required to settle U.S. dollar denominated obligations. As at December 31, 2017, the Canadian dollar strengthened in relation to the U.S. dollar to 0.80 from 0.74 at the start of 2017. Exchange rate fluctuations could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Interest Rate Risk

The company is exposed to fluctuations in short-term Canadian and U.S. interest rates as Suncor maintains a portion of its debt capacity in revolving and floating rate bank facilities and commercial paper, and invests surplus cash in short-term debt instruments and money market instruments. Suncor is also exposed to interest rate risk when debt instruments are maturing and require refinancing, or when new debt capital needs to be raised. The company is also exposed to changes in interest rates on derivative instruments used to manage the debt portfolio, including hedges of prospective new debt issuances. Unfavourable changes in interest rates could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Issuance of Debt and Debt Covenants

Suncor expects that future capital expenditures will be financed out of cash balances and cash equivalents, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, divesting of non-core assets and accessing capital markets. This ability is dependent on, among other factors, commodity prices, the overall state of the capital markets, and financial institutions and investor appetite for investments in the energy industry generally, and the company's securities in particular. To the extent that external sources of capital become limited or unavailable or available on unfavourable terms, the ability to make capital investments and maintain existing properties may be constrained.

If the company finances capital expenditures in whole or in part with debt, that may increase its debt levels above industry standards for oil and gas companies of similar size. Depending on future development plans, additional debt financing may be required that may not be available or, if available, may not be available on favourable terms, including higher interest rates and fees. Neither the articles of Suncor nor its bylaws limit the amount of indebtedness that may be incurred; however, Suncor is subject to covenants in its existing bank facilities and seeks to avoid an unfavourable cost of debt. The level of the company's indebtedness, from time to time, could impair its ability to obtain additional financing on a timely basis to take advantage of business opportunities that may arise and could negatively affect its credit ratings.

Suncor is required to comply with financial and operating covenants under existing credit facilities and debt securities. Covenants are reviewed based on actual and forecast results and the company has the ability to make changes to its development plans, capital structure and/or dividend policy to comply with covenants under the credit facilities. If Suncor does not comply with the covenants under its credit facilities and debt securities, there is a risk that repayment could be accelerated and/or the company's access to capital could be restricted or only be available on unfavourable terms.

Rating agencies regularly evaluate the company, including its subsidiaries. Their ratings of Suncor's long-term and short-term debt are based on a number of factors, including the company's financial strength, as well as factors not entirely within its control, including conditions affecting the oil and gas industry generally, and the wider state of the economy. Credit ratings may be important to customers or counterparties when Suncor competes in certain markets and when it seeks to engage in certain transactions, including transactions involving over the counter derivatives. There is a risk that one or more of Suncor's credit ratings could be downgraded, which could potentially limit its access to

62   2017  ANNUAL REPORT   Suncor Energy Inc.



private and public credit markets and increase the company's cost of borrowing.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Third-Party Service Providers

Suncor's businesses are reliant on the operational integrity of a large number of third-party service providers, including input and output commodity transport (pipelines, rail, trucking, marine) and utilities associated with various Suncor and jointly owned facilities, including electricity. A disruption in service by one of these third parties can also have a dramatic impact on Suncor's operations. Pipeline constraints that affect takeaway capacity or supply of inputs, such as hydrogen and power for example, could impact the company's ability to produce at capacity levels. Disruptions in pipeline service could adversely affect commodity prices, Suncor's price realizations, refining operations and sales volumes, or limit the company's ability to produce and deliver production. These interruptions may be caused by the inability of the pipeline to operate or by the oversupply of feedstock into the system that exceeds pipeline capacity. Short-term operational constraints on pipeline systems arising from pipeline interruption and/or increased supply of crude oil have occurred in the past and could occur in the future. There is a risk that third-party outages could impact Suncor's production or price realizations, which could have a material adverse effect on Suncor's business, financial condition and results of operations.

Royalties and Taxes

Suncor is subject to royalties and taxes imposed by governments in numerous jurisdictions.

Royalties can be impacted by changes in crude oil and natural gas pricing, production volumes, and capital and operating costs, by changes to existing legislation or PSCs, and by results of regulatory audits of prior year filings and other such events. The final determination of these events may have a material impact on the company's royalties expense.

An increase in Suncor's royalties expense, income taxes, property taxes, carbon taxes, tariffs, duties, border taxes, and other taxes and government-imposed compliance costs, could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Foreign Operations

The company has operations in a number of countries with different political, economic and social systems. As a result, the company's operations and related assets are subject to a number of risks and other uncertainties arising from foreign government sovereignty over the company's international operations, which may include, among other things:

Currency restrictions and restrictions on repatriation of funds;

Loss of revenue, property and equipment as a result of expropriation, nationalization, war, insurrection and geopolitical and other political risks;

Increases in taxes and government royalties;

Compliance with existing and emerging anti-corruption laws, including the Foreign Corrupt Practices Act (United States), the Corruption of Foreign Public Officials Act (Canada) and the United Kingdom Bribery Act ;

Renegotiation of contracts with government entities and quasi-government agencies;

Changes in laws and policies governing operations of foreign-based companies; and

Economic and legal sanctions (such as restrictions against countries experiencing political violence, or countries that other governments may deem to sponsor terrorism).

If a dispute arises in the company's foreign operations, the company may be subject to the exclusive jurisdiction of foreign courts or may not be able to subject foreign persons to the jurisdiction of a court in Canada or the U.S. In addition, as a result of activities in these areas and a continuing evolution of an international framework for corporate responsibility and accountability for international crimes, there is a risk the company could also be exposed to potential claims for alleged breaches of international or local law.

The impact that future potential terrorist attacks, regional hostilities or political violence may have on the oil and gas industry, and on our operations in particular, is not known at this time. This uncertainty may affect operations in unpredictable ways, including disruptions of fuel supplies and markets, particularly crude oil, and the possibility that infrastructure facilities, including pipelines, production facilities, processing plants and refineries, could be direct targets of, or collateral damage of, an act of terror, political violence or war. Suncor may be required to incur significant costs in the future to safeguard our assets against terrorist activities or to remediate potential damage to our facilities. There can be no assurance that Suncor will be successful in protecting itself against these risks and the related financial consequences.

Despite Suncor's training and policies around bribery and other forms of corruption, there is a risk that Suncor, or some of its employees or contractors, could be charged with bribery or corruption. Any of these violations could result in onerous penalties. Even allegations of such behaviour could impair Suncor's ability to work with governments or non-government organizations and could result in the formal

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exclusion of Suncor from a country or area, sanctions, fines, project cancellations or delays, the inability to raise or borrow capital, reputational impacts and increased investor concern.

The occurrence of any of the foregoing could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Technology Risk

There are risks associated with growth and other capital projects that rely largely or partly on new technologies and the incorporation of such technologies into new or existing operations, including that the results of the application of new technologies may differ from simulated, test or pilot environments. The success of projects incorporating new technologies cannot be assured. Advantages accrue to companies that can develop and adopt emerging technologies in advance of competitors. The inability to develop, implement and monitor new technologies may impact the company's ability to develop its new or existing operations in a profitable manner or comply with regulatory requirements, which could have a material adverse effect on Suncor's business, financial condition, reserves and results of operations.

Skills, Resource Shortage and Reliance on Key Personnel

The successful operation of Suncor's businesses and the company's ability to expand operations will depend upon the availability of, and competition for, skilled labour and materials supply. There is a risk that the company may have difficulty sourcing the required labour for current and future operations. The risk could manifest itself primarily through an inability to recruit new staff without a dilution of talent, to train, develop and retain high-quality and experienced staff without unacceptably high attrition, and to satisfy an employee's work/life balance and desire for competitive compensation. The labour market in Alberta has been historically tight and, while the current economic situation has partially moderated this effect, it remains a risk to be managed. The increasing age of the company's existing workforce adds further pressure. Materials may also be in short supply due to smaller labour forces in many manufacturing operations. Suncor's ability to operate safely and effectively and complete all projects on time and on budget has the potential to be significantly impacted by these risks and this impact could be material.

The company's success also depends in large measure on certain key personnel. The loss of the services of such key personnel could have a material adverse effect on the company. The contributions of the existing management team to the immediate and near-term operations of the company are likely to continue to be of central importance for the foreseeable future.

Labour Relations

Hourly employees at Suncor's Oil Sands operations facilities, all of the company's refineries, certain of the company's terminal and distribution operations, and the Terra Nova floating production storage and offloading vessel are represented by labour unions or employee associations. Approximately 38% of the company's employees were covered by collective agreements at the end of 2017. Negotiations for a new collective agreement are in progress with the Teamsters Canada union at Suncor's Burrard terminal and with Unifor at the company's ETFD. Any work interruptions involving the company's employees (including as a result of the failure to successfully negotiate new collective agreements with unions), contract trades utilized in the company's projects or operations, or any jointly owned facilities operated by another entity present a significant risk to the company and could have a material adverse effect on Suncor's business, financial condition and results of operations.

Competition

The global petroleum industry is highly competitive in many aspects, including the exploration for and the development of new sources of supply, the acquisition of crude oil and natural gas interests, and the refining, distribution and marketing of refined petroleum products. Suncor competes in virtually every aspect of its business with other energy companies. The petroleum industry also competes with other industries in supplying energy, fuel and related products to consumers. The increasing volatility of the political and social landscape at provincial, federal, territorial, state, municipal and international levels adds complexity.

For Suncor's Oil Sands business, a number of other companies have entered, or may enter, the oil sands business and begin producing bitumen and SCO, or expand their existing operations. It is difficult to assess the number, level of production and ultimate timing of all potential new projects or when existing production levels may increase. During recent years, a global focus on the oil sands through increasing industry consolidation that has created competitors with financial capacity has significantly increased the supply of bitumen, SCO and heavy crude oil in the marketplace. Although current commodity pricing has slowed certain larger projects in the short term, the impact of this level of activity on regional infrastructure, including pipelines, has placed stress on the availability and cost of all resources required to build and run new and existing oil sands operations.

For Suncor's Refining and Marketing business, management expects that fluctuations in demand for refined products, margin volatility and overall marketplace competitiveness will continue. In addition, to the extent that the company's downstream business unit participates in new product

64   2017  ANNUAL REPORT   Suncor Energy Inc.



markets, it could be exposed to margin risk and volatility from either cost and/or selling price fluctuations.

There is a risk that increased competition could cause costs to increase, put further strain on existing infrastructure and cause margins for refined and unrefined products to be volatile, which could have a material adverse effect on Suncor's business, financial condition and results of operations.

Land Claims and Aboriginal Consultation

Aboriginal Peoples have claimed Aboriginal title and rights to portions of Western Canada. In addition, Aboriginal Peoples have filed claims against industry participants relating in part to land claims, which may affect the company's business.

The requirement to consult with Aboriginal Peoples in respect of oil and gas projects and related infrastructure has also increased in recent years and will further increase under Bill C-69. In addition, the Canadian federal government and the provincial government in Alberta have made a commitment to renew their relationships with the Aboriginal Peoples of Canada. The federal government has stated it now fully supports the United Nations Declaration on the Rights of Indigenous Peoples (the Declaration) without qualification and that Canada intends "nothing less than to adopt and implement the Declaration in accordance with the Canadian Constitution." Recently, the federal government announced its support of a private member's bill, Bill C-262, An Act to ensure that the laws of Canada are in harmony with the United Nations Declaration on the Rights of Indigenous Peoples , promoting the full adoption of the Declaration into Canadian law. It is anticipated that the Bill may become law in 2018. The Alberta government is also currently exploring how best to implement the principles and objectives of the Declaration in a way that is consistent with the Constitution and Alberta law. At this time, it is unclear how the Declaration will be adopted into Canadian law and the impact of the Declaration on the Crown's duty to consult with Aboriginal Peoples.

Suncor is unable to assess the effect, if any, that any such land claims, consultation requirements with Aboriginal Peoples or adoption of the Declaration into Canadian law may have on Suncor's business; however, the impact may be material.

Litigation Risk

There is a risk that Suncor or entities in which it has an interest may be subject to litigation, and claims under such litigation may be material. Various types of claims may be raised in these proceedings, including, but not limited to, environmental damage, climate change and the impacts thereof, breach of contract, product liability, antitrust, bribery and other forms of corruption, tax, patent infringement, employment matters and in relation to an attack, breach or unauthorized access to Suncor's information technology and infrastructure. Litigation is subject to uncertainty and it is possible that there could be material adverse developments in pending or future cases. Unfavourable outcomes or settlements of litigation could encourage the commencement of additional litigation. Suncor may also be subject to adverse publicity and reputational impacts associated with such matters, regardless of whether Suncor is ultimately found liable. There is a risk that the outcome of such litigation may be materially adverse to the company and/or the company may be required to incur significant expenses or devote significant resources in defence against such litigation, the success of which cannot be guaranteed.

Dividends

Suncor's payment of future dividends on its common shares will be dependent on, among other things, legislative requirements, the company's financial condition, results of operations, cash flow, need for funds to finance ongoing operations, debt covenants and other business considerations as the company's Board of Directors considers relevant. There can be no assurance that Suncor will continue to pay dividends in the future.

Other Risk Factors

A detailed discussion of additional risk factors is presented in our most recent Annual Information Form / Form 40-F, filed with the Canadian and U.S. securities regulators, respectively.


11. OTHER ITEMS

Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Based on their evaluation as of December 31, 2017, 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 of December 31, 2017, 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

2017  ANNUAL REPORT   Suncor Energy Inc.   65



during the year ended December 31, 2017 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 from time to time as deemed necessary.

The effectiveness of our internal control over financial reporting as at December 31, 2017 was audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in our audited Consolidated Financial Statements for the year ended December 31, 2017.

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.

Corporate Guidance

Suncor has updated its full year business environment outlook assumption as a result of the recently announced change in the U.S. corporate tax rate from 35% to 21%. There have been no other changes to the corporate guidance ranges previously issued on February 7, 2018. For further details and advisories regarding Suncor's 2018 corporate guidance, see www.suncor.com/guidance.

66   2017  ANNUAL REPORT   Suncor Energy Inc.


12. ADVISORIES

Non-GAAP Financial Measures

Certain financial measures in this MD&A – namely operating earnings (loss), ROCE, funds from (used in) operations, discretionary free funds flow, Oil Sands operations cash operating costs, Syncrude cash operating costs, refining gross margin, refining operating expense and LIFO – are not prescribed by GAAP. These non-GAAP financial measures are included because management uses the information to analyze business performance, leverage and liquidity 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 measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.

Operating Earnings (Loss)

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 operating earnings (loss) to evaluate operating performance, because management believes it provides better comparability between periods. For the years ended December 31, 2017, December 31, 2016 and December 31, 2015, consolidated operating earnings (loss) are reconciled to net earnings (loss) in the Financial Information section of this MD&A and operating earnings (loss) for each segment are reconciled to net earnings (loss) in the Segment Results and Analysis section of the MD&A. Operating earnings (loss) for the three months ended December 31, 2017 and December 31, 2016 are reconciled to net earnings (loss) below.

Bridge Analyses of Operating Earnings

Throughout this MD&A, the company presents charts that illustrate the change in operating earnings from the comparative period through key variance factors. These factors are analyzed in the Operating Earnings narratives following the bridge analyses in that particular section of the MD&A. These bridge analyses are presented because management uses this presentation to analyze performance.

The factor for Sales Volumes and Mix is calculated based on sales volumes and mix for the Oil Sands and Exploration and Production segments and throughput volumes and mix for the Refining and Marketing segment.

The factor for Price, Margin and Other Revenue includes upstream price realizations before royalties, with the exception of Libya, which is net of royalties. Also included are refining and marketing margins, other operating revenues, 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 Libya, as royalties in Libya are taken into account in Price, Margin and Other Revenue as described above.

The factor for Operating and Transportation Expense includes project start-up costs, operating, selling and general expense, and transportation expense.

The factor for Financing Expense and Other Income includes financing expenses, other income, operational foreign exchange gains and losses, changes in gains and losses on disposal of assets that are not operating earnings adjustments, changes in statutory income tax rates, other income tax adjustments and the net impact of the sale of the lubricants business in the first quarter of 2017.

Return on Capital Employed (ROCE)

ROCE is a non-GAAP financial measure that management uses to analyze operating performance and the efficiency of Suncor's capital allocation process. 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.

The company presents two ROCE calculations – one including and one excluding the impacts on capital employed of major projects in progress. Major projects in progress includes accumulated capital expenditures and capitalized interest for significant projects still under construction or in the process of being commissioned, and acquired assets that are still being

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evaluated. Management uses ROCE excluding the impacts of major projects in progress on capital employed to assess performance of operating assets.

Year ended December 31
($ millions, except as noted)
      2017   2016   2015    

Adjustments to net earnings                    

  Net earnings (loss) attributed to common shareholders       4 458   434   (1 995 )  

  Add after-tax amounts for:                    

    Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt       (702 ) (524 ) 1 930    

    Net interest expense       158   304   312    

    A   3 914   214   247    

Capital employed – beginning of twelve-month period                

  Net debt       14 414   11 254   7 834    

  Shareholders' equity       44 630   39 039   41 603    

        59 044   50 293   49 437    

Capital employed – end of twelve-month period                

  Net debt       12 907   14 414   11 254    

  Shareholders' equity       45 383   44 630   39 039    

        58 290   59 044   50 293    

Average capital employed   B   58 667   57 999   50 565    

ROCE – including major projects in progress (%)   A/B   6.7   0.4   0.5    

Average capitalized costs related to major projects in progress   C   12 901   10 147   7 195    

ROCE – excluding major projects in progress (%)   A/(B-C)   8.6   0.5   0.6    

68   2017  ANNUAL REPORT   Suncor Energy Inc.


Funds from (used in) Operations and Discretionary Free Funds Flow

Funds from (used in) operations is a non-GAAP financial measure that adjusts a GAAP measure – cash flow provided by (used in) 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 include, among other factors, the timing of offshore feedstock purchases and payments for fuel and income taxes, and the timing of cash flows related to accounts receivable and accounts payable, which management believes reduces comparability between periods.

                       Oil Sands                     Exploration and Production                     Refining and Marketing    
Year ended December 31 ($ millions)   2017   2016   2015   2017   2016   2015   2017   2016   2015    

Net earnings (loss)   1 009   (1 149 ) (856 ) 732   190   (758 ) 2 658   1 890   2 306    

Adjustments for:                                        

  Depreciation, depletion, amortization and impairment   3 782   3 864   3 583   1 028   1 381   3 106   685   702   685    

  Deferred income taxes   170   (78 ) 172   (113 ) (506 ) (1 235 ) (138 ) 12   (21 )  

  Accretion   195   208   144   45   53   50   7   7   7    

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

  Change in fair value of financial instruments and trading inventory   2   19   20         9   27   60    

  Loss on debt extinguishment                      

  (Gain) loss on disposal of assets   (50 ) (33 ) 8       (5 ) (354 ) (35 ) (109 )  

  Share-based compensation   (3 ) 41   13   6   12   9   4   21   2    

  Exploration expenses         41   204   255          

  Settlement of decommissioning and restoration liabilities   (305 ) (248 ) (277 ) (31 ) (1 ) (5 ) (17 ) (20 ) (20 )  

  Other   (62 ) 45   28   17   (20 ) (31 ) (13 ) 2   11    

Funds from (used in) operations   4 738   2 669   2 835   1 725   1 313   1 386   2 841   2 606   2 921    

(Increase) decrease in non-cash working capital   (451 ) (383 ) (27 ) (13 ) 60   322   1 563   787   306    

Cash flow provided by (used in) operating activities   4 287   2 286   2 808   1 712   1 373   1 708   4 404   3 393   3 227    

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                                Corporate, Energy
                           Trading and Eliminations
                           Total    
Year ended December 31 ($ millions)   2017   2016   2015   2017   2016   2015    

Net earnings (loss)   59   (486 ) (2 687 ) 4 458   445   (1 995 )  

Adjustments for:                            

  Depreciation, depletion, amortization and impairment   106   170   126   5 601   6 117   7 500    

  Deferred income taxes   330   60   160   249   (512 ) (924 )  

  Accretion of liabilities     1   (4 ) 247   269   197    

  Unrealized foreign exchange (gain) loss on U.S. dollar denominated debt   (771 ) (458 ) 1 967   (771 ) (458 ) 1 967    

  Change in fair value of financial instruments and trading inventory   117   (53 ) 7   128   (7 ) 87    

  Loss on debt extinguishment   51   99     51   99      

  Gain on disposal of assets   (70 )   (4 ) (474 ) (68 ) (110 )  

  Share-based compensation   24   68   (6 ) 31   142   18    

  Exploration expenses         41   204   255    

  Settlement of decommissioning and restoration liabilities         (353 ) (269 ) (302 )  

  Other   (11 ) (1 ) 105   (69 ) 26   113    

Funds (used in) from operations   (165 ) (600 ) (336 ) 9 139   5 988   6 806    

(Increase) decrease in non-cash working capital   (1 272 ) (772 ) (523 ) (173 ) (308 ) 78    

Cash flow (used in) provided by operating activities   (1 437 ) (1 372 ) (859 ) 8 966   5 680   6 884    

Discretionary free funds flow is a non-GAAP financial measure that is calculated by taking funds from operations and subtracting sustaining capital, inclusive of associated capitalized interest, and dividends. Discretionary free funds flow reflects cash available for increasing distributions to shareholders and to fund growth investments. Management uses discretionary free funds flow to measure the capacity of the company to increase returns to shareholders and grow the business. The following is a reconciliation of discretionary free funds flow for Suncor's last three years of operations.

($ millions)   2017   2016   2015    

Funds from operations   9 139   5 988   6 806    

Sustaining capital and dividends   (5 083 ) (4 191 ) (4 250 )  

Discretionary free funds flow   4 056   1 797   2 556    

Oil Sands Operations and Syncrude Cash Operating Costs

Oil Sands operations and Syncrude cash operating costs are non-GAAP financial measures. Oil Sands operations cash operating costs are calculated by adjusting Oil Sands segment OS&G expense (a GAAP measure based on sales volumes) for i) costs pertaining to Syncrude operations; ii) non-production costs that management believes do not relate to the production performance of Oil Sands operations, including, but not limited to, share-based compensation adjustments, research, and the expense recorded as part of a non-monetary arrangement involving a third-party processor; iii) revenues associated with excess capacity, including excess power generated and sold that is recorded in operating revenue; iv) project start-up costs; and v) the impacts of changes in inventory levels, such that the company is able to present cost information based on production volumes. Syncrude cash operating costs are calculated by adjusting Syncrude OS&G for non-production costs that management believes do not relate to the production performance of Syncrude operations, including, but not limited to, share-based compensation, research and project start-up costs. Oil Sands operations and Syncrude cash operating costs are reconciled in the Segment Results and Analysis – Oil Sands section of this MD&A. Management uses Oil Sands operations and Syncrude cash operating costs to measure Oil Sands operating performance.

Refining Margin and Refining Operating Expense

Refining margin and refining operating expense are non-GAAP financial measures. Refining margin is calculated by adjusting R&M segment operating revenues, other income and purchases of crude oil and products (GAAP measures) for non-refining

70   2017  ANNUAL REPORT   Suncor Energy Inc.



margin pertaining to the company's supply, marketing and ethanol businesses, and the company's former lubricants business. Refinery operating expense is calculated by adjusting R&M segment OS&G for i) non-refining costs pertaining to the company's supply, marketing, ethanol and the company's former lubricants 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 margin and refining operating expense to measure operating performance on a production barrel basis.

Year ended December 31
($ millions, except as noted)
  2017   2016   2015    

Refining gross margin reconciliation                

  Gross margin, operating revenues less purchases of crude oil and products   5 952   5 813   6 311    

  Other income   73   16   86    

  Non-refining margin   (1 800 ) (2 403 ) (2 123 )  

  Refining margin   4 225   3 426   4 274    

  Refinery production (1) (mbbls)   174 461   168 798   171 581    

  Refining margin ($/bbl)   24.20   20.30   24.90    

Refining operating expense reconciliation                

  Operating, selling and general expense   2 007   2 203   2 219    

  Non-refining costs   (1 125 ) (1 343 ) (1 338 )  

  Refining operating expense   882   860   881    

  Refinery production (1)   174 461   168 798   171 581    

  Refining operating expense ($/bbl)   5.05   5.10   5.10    

(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.

Impact of First-in, First-out Inventory Valuation on Refining and Marketing Net Earnings

GAAP requires the use of a FIFO valuation methodology. For Suncor, this results in a lag between the sales prices for refined products, which reflects current market conditions, and the amount recorded as the cost of sale for the related refinery feedstock, which reflects market conditions at the time when the feedstock was purchased.

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 United States GAAP (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.

Measurement Conversions

Certain crude oil and natural gas liquids volumes have been converted to mcfe or mmcfe on the basis of one bbl to six mcf. Also, certain natural gas volumes have been converted to boe or mboe on the same basis. Any figure presented in mcfe, mmcfe, boe or mboe may be misleading, particularly if used in isolation. A conversion ratio of one bbl of crude oil or natural gas liquids to six mcf of natural gas is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, conversion on a 6:1 basis may be misleading as an indication of value.

2017  ANNUAL REPORT   Suncor Energy Inc.   71



Operating Earnings Reconciliations – Fourth Quarter 2017 and 2016

Three months ended December 31                   Oil Sands                            Exploration and
                        Production
                  Refining and
               Marketing
                  Corporate,
               Energy Trading
               and Eliminations
                  Total    
($ millions)   2017   2016   2017   2016   2017   2016   2017   2016   2017   2016    

Net earnings (loss) as reported   670   276   217   54   886   524   (391 ) (323 ) 1 382   531    

Unrealized foreign exchange loss on U.S. dollar denominated debt               91   222   91   222    

Impact of income tax rate adjustment on deferred taxes       14     (140 )   2     (124 )    

Insurance proceeds   (55 )               (55 )    

Loss on early repayment of long-term debt               18     18      

Derecognition and impairments     40             31     71    

Non-cash mark to market gain on interest rate swaps               (2 ) (188 ) (2 ) (188 )  

Operating earnings (loss)   615   316   231   54   746   524   (282 ) (258 ) 1 310   636    

Funds from Operations Reconciliations – Fourth Quarter 2017 and 2016

Three months ended December 31                            Oil Sands                         Exploration and
                        Production
                           Refining and
                        Marketing
                  Corporate,
               Energy Trading
               and Eliminations
                        Total    
($ millions)   2017   2016   2017   2016   2017   2016   2017   2016   2017   2016    

Net earnings (loss)   670   276   217   54   886   524   (391 ) (323 ) 1 382   531    

Adjustments for:                                            

  Depreciation, depletion, amortization and impairment   1 055   1 038   219   294   196   196   18   73   1 488   1 601    

  Deferred income taxes   181   (14 ) 5   (44 ) (161 ) (3 ) 78   (9 ) 103   (70 )  

  Accretion of liabilities   49   53   12   10   2   2       63   65    

  Unrealized foreign exchange loss on U.S. dollar denominated debt               74   313   74   313    

  Change in fair value of financial instruments and trading inventory   2         9   (1 ) 5   (271 ) 16   (272 )  

  Gain on disposal of assets   (46 )       (2 ) (21 )     (48 ) (21 )  

  Loss on debt extinguishment               26       26      

  Share-based compensation   34   57   4   7   17   32   61   105   116   201    

  Exploration expenses         65             65    

  Settlement of decommissioning and restoration liabilities   (76 ) (55 ) (15 ) (1 ) (7 ) (7 )     (98 ) (63 )  

  Other   (89 ) 17   (11 )   (5 )   (1 ) (2 ) (106 ) 15    

Funds from (used in) operations   1 780   1 372   431   385   935   722   (130 ) (114 ) 3 016   2 365    

(Decrease) increase in non-cash working capital   (509 ) 217   101   156   496   982   (349 ) (929 ) (261 ) 426    

Cash flow provided by (used in) operating activities   1 271   1 589   532   541   1 431   1 704   (479 ) (1 043 ) 2 755   2 791    

72   2017  ANNUAL REPORT   Suncor Energy Inc.


Common Abbreviations

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

Measurement
     
bbl   barrel
bbls/d   barrels per day
mbbls/d   thousands of barrels per day
boe   barrels of oil equivalent
boe/d   barrels of oil equivalent per day
mboe   thousands of barrels of oil equivalent
mboe/d   thousands of barrels of oil equivalent per day
     
mcf   thousands of cubic feet of natural gas
mcfe   thousands of cubic feet of natural gas equivalent
mmcf   millions of cubic feet of natural gas
mmcf/d   millions of cubic feet of natural gas per day
mmcfe   millions of cubic feet of natural gas equivalent
mmcfe/d   millions of cubic feet of natural gas equivalent per day
m 3   cubic metres
     
MW   Megawatts
MWh   Megawatt hour

Places and Currencies
     
U.S.   United States
U.K.   United Kingdom
B.C.   British Columbia
     
$ or Cdn$   Canadian dollars
US$   United States dollars
£   Pounds sterling
  Euros

Financial and Business Environment
     
DD&A   Depreciation, depletion and amortization
     
WTI   West Texas Intermediate
WCS   Western Canadian Select
SCO   Synthetic crude oil
MSW   Mixed Sweet Blend
NYMEX   New York Mercantile Exchange

Forward-Looking Information

This MD&A contains certain forward-looking statements and forward-looking information (collectively, forward-looking statements) within the meaning of applicable Canadian and U.S. securities laws 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 and resources estimates; commodity prices and interest and foreign exchange rates; the performance of assets and equipment; 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 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 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", "potential", "future", "opportunity", "would" and similar expressions.

Forward-looking statements in this MD&A include references to:

Suncor's strategy, business plans and expectations about the cost and development of projects, the performance of its assets, production volumes, and capital expenditures, including:

Suncor's strategies and commitments, including delivering competitive and sustainable returns to shareholders by focusing on capital discipline, operational excellence and long-term profitable growth, and by leveraging our competitive advantages of an industry-leading long-life, low-decline oil sands reserves base, a highly efficient, tightly integrated downstream, a focused offshore business that provides geographic and cash flow diversification, financial strength, industry expertise and a commitment to sustainability, and key components of Suncor's strategy, including profitably operating and developing our reserves, optimizing value through integration, achieving industry-leading unit costs in each business segment, and being an industry leader in sustainable development;

Expectations about the Fort Hills mining project, including the expectation that Fort Hills will reach 90% of production capacity by the end of 2018, planned nameplate capacity of 194,000 bbls/d and net capacity to Suncor, the expectation that testing of the front end of the plant in 2017 will mitigate the risk associated with the ramp up in 2018, that working interests in Fort Hills may be further adjusted, and the expectation that sustaining capital expenditures in 2018 will be focused on tailings management and projects to preserve production capacity, including mining equipment;

2017  ANNUAL REPORT   Suncor Energy Inc.   73


Expectations about Hebron, including the expectation that the peak production rate will be more than 30,000 bbls/d, net to Suncor, following a ramp-up phase over the next several years, drilling plans in 2018, and the project cost estimate;

Expectations about Syncrude, including that reliability continues to be a focus, efforts with other Syncrude owners on a framework to drive operating efficiencies, improve performance and develop regional synergies, the expectation that the company will receive an additional $64 million in 2018 in property damage insurance proceeds related to the facility incident that occurred at Syncrude in the first quarter of 2017, and the expectation that sustaining capital expenditures in 2018 will focus on reliability programs, planned maintenance and maintaining production capacity;

Expectations about the West White Rose Project, including that first oil from the project is targeted in 2022, and that the company's share of peak production is estimated to be 20,000 bbls/d;

The opportunity for production growth at Oil Sands through low-cost debottlenecks, expansions and increased reliability, the focus at Oil Sands on safe, reliable and sustainable operations, including continuing to improve upgrader reliability and the replacement of the coke-fired boilers at Oil Sands Base to enhance carbon and cost competitiveness, the aim of the company's operational excellence initiatives to improve facility utilization and workforce productivity and the expectation that these initiatives will achieve steady production growth while reducing operating costs, the focus on continuing efforts to sustainably reduce controllable operating costs through elimination of non-critical work and continued collaboration with suppliers and business partners, and the focus on managing investment opportunities, including sustainability priorities, through a robust asset development process and realizing turnaround productivity improvements;

The Exploration and Production segment's focus on low-cost projects that deliver significant returns, cash flow and long-term value, and exploration and development opportunities currently being evaluated off the east coast of Canada, offshore Norway and in the U.K. North Sea to provide diverse and lower cost conventional production;

Plans for sustaining capital at Oil Sands operations, which are expected to focus on tailings management, planned maintenance, and other investments to maintain production capacity at existing facilities, primarily related to new well pads for In Situ assets to offset natural production declines and development of an autonomous haul truck program;

The expectation that well pads under construction will maintain existing production levels at Firebag and MacKay River in future years as production from existing well pads declines;

Plans to continue ongoing development activities in the east coast of Canada and U.K. leveraging existing facilities and infrastructure to provide incremental production and extend the productive life of existing fields, development work planned for 2018 on the Norwegian Oda project and the Fenja development project, pre-sanction design work on the Rosebank future development project, and planned growth capital expenditures in 2018;

The expectation that sustaining capital for Refining and Marketing will focus on planned maintenance events, technological investments and routine asset replacement;

Suncor's plan to continue to leverage the Petro-Canada brand to increase non-petroleum revenues through the company's network of convenience stores and car washes;

Potential future wind and solar power projects;

The Energy Trading business evaluating additional pipeline agreements to support long-term planned production growth; and

Expectations about the closing of the transactions with Canbriam and Faroe Petroleum and the timing thereof.

The anticipated timing, duration and impact of planned maintenance events, including:

Planned Upgrader 1 maintenance at Oil Sands Base and coker maintenance at Syncrude scheduled for completion within the second quarter of 2018, and additional maintenance events at Upgrader 2 and Syncrude scheduled to begin in the third quarter of 2018, with completion extending into the early part of the fourth quarter of 2018;

A planned four-week maintenance event at Terra Nova scheduled to commence in the third quarter of 2018; and

A planned seven-week maintenance event at the Edmonton refinery, including a one-month full refinery turnaround, and a four-week turnaround event at the Commerce City refinery, both of which are scheduled to begin late in the first quarter of 2018 and extend into the second quarter of 2018, a six-week turnaround event at the Sarnia refinery in the second quarter of 2018, a three-week maintenance event at the Montreal refinery scheduled for the second quarter, a five-week maintenance event at the Montreal Refinery scheduled to begin in the third quarter of 2018, and a two-week

74   2017  ANNUAL REPORT   Suncor Energy Inc.


Also:

The expectation that the net decrease in long-term debt in 2017 will reduce future financing costs and provide additional balance sheet flexibility, and that the decrease in the company's credit facility and the cancellation of the credit facility acquired through the acquisition of COS are no longer required;

Economic sensitivities;

The expectation that the company will capitalize significantly less interest in 2018 and that growth spending at Oil Sands ventures will decrease significantly in 2018;

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 condition or financial performance, including liquidity and capital resources;

The belief that the company will have the capital resources to fund its planned 2018 capital spending program of $4.5 to $5.0 billion and to meet current and future working capital requirements through cash balances and cash equivalents, cash flow provided by operating activities, available committed credit facilities, issuing commercial paper and, if needed, divesting of non-core assets and accessing capital markets;

The objectives of the company's short-term investment portfolio and the expectation that the maximum weighted average term to maturity of the company's short-term investment portfolio will not exceed six months, and all investments will be with counterparties with investment grade debt ratings; and

Management of debt levels continuing to be a priority for Suncor given the company's long-term growth plans and the volatility in commodity pricing, and Suncor's belief that a phased and flexible approach to existing and future growth projects should assist Suncor in maintaining its ability to manage project costs and debt levels.

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, Exploration and Production, and Refining and Marketing, 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; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; Suncor's dependence on pipeline capacity and other logistical constraints, which may affect the company's ability to distribute products to market; Suncor's ability to finance Oil Sands growth and sustaining 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 Exploration and Production 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; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; 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 socio-economic 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.

2017  ANNUAL REPORT   Suncor Energy Inc.   75


Factors that affect Suncor's Refining and Marketing 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 facilities in order to meet production or sales targets; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; 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 and currency exchange rates; 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 execution of Suncor's major projects and the commissioning and integration of new facilities; 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; the risk that competing business objectives may exceed Suncor's capacity to adopt and implement change; risks and uncertainties associated with obtaining regulatory and stakeholder approval for the company's operations and exploration and development activities; 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; maintaining an optimal debt to cash flow ratio; the success of the company's risk management 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; risks and uncertainties associated with closing a transaction for the purchase or sale of a business, asset or oil and gas property, including estimates of the final consideration to be paid or received; 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; the receipt of any required regulatory or other third-party approvals outside of Suncor's control and the satisfaction of any conditions to such approvals; risks associated with land claims and Aboriginal consultation requirements; risks relating 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, including under the heading Risk Factors, and the company's 2017 AIF dated March 1, 2018 and Form 40-F on file with Canadian securities commissions at www.sedar.com 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 documents that Suncor files from time to time with securities regulatory authorities. Copies of these documents 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.

76   2017  ANNUAL REPORT   Suncor Energy Inc.




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Management's Discussion and Analysis for the fiscal year ended December 31, 2017, dated March 1, 2018

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EXHIBIT 99-3


Consent of PricewaterhouseCoopers LLP

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to inclusion in this Annual Report on Form 40-F for the year ended December 31, 2017 and the incorporation by reference in the registration statements on 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. 333-212212) of Suncor Energy Inc., of our report dated March 1, 2018 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report.

We also consent to the reference to us under the heading "Interests of Experts" in the Annual Information Form included in this Annual Report on Form 40-F which is incorporated by reference in the Registration Statements referred to above.

" PricewaterhouseCoopers LLP "

Chartered Professional Accountants
Calgary, Alberta, Canada
March 1, 2018




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Consent of PricewaterhouseCoopers LLP

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EXHIBIT 99-4


Consent of GLJ Petroleum Consultants Ltd.


LETTER OF CONSENT

TO:

  Suncor Energy Inc.

  The Securities and Exchange Commission

  The Securities Regulatory Authorities of Each of the Provinces and Territories of Canada

Dear Sirs

Re:     Suncor Energy Inc.

We refer to the following reports (the " Reports ") prepared by GLJ Petroleum Consultants Ltd. (" GLJ "):

which provide GLJ's reports on proved and probable reserves evaluations of Suncor Energy Inc.'s Canadian mining and in-situ leases that were evaluated as at December 31, 2017.

We hereby consent to being named and to the use of, reference to and excerpts and information derived from the said Reports by Suncor Energy Inc. in its:

We have read the Form 40-F, Annual Report, AIF and Prospectuses and have no reason to believe that there are any misrepresentations in the information contained therein that is derived from our Reports


or that are within our knowledge as a result of the services which we performed in connection with the Reports.

  Yours very truly,

 

GLJ PETROLEUM CONSULTANTS LTD.

 

" Caralyn P. Bennett "

 

Caralyn P. Bennett, P. Eng.
Executive Vice-President, Chief Strategy Officer

Dated: March 1, 2018
Calgary, Alberta, Canada




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Consent of GLJ Petroleum Consultants Ltd.
LETTER OF CONSENT

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EXHIBIT 99-5


Consent of Sproule Associates Limited and Sproule International Limited


LETTER OF CONSENT

TO:

  Suncor Energy Inc.
The Securities and Exchange Commission
The Securities Regulatory Authorities of Each of the Provinces and Territories of Canada

Dear Sirs

Re:     Suncor Energy Inc.

We refer to the following reports (the " Reports ") prepared by Sproule Associates Limited and Sproule International Limited:

which provide our reports on proved and probable reserves evaluations pursuant to Canadian disclosure requirements of Suncor Energy Inc.'s Canadian onshore and offshore conventional assets and international operations that were evaluated as at December 31, 2017.

We hereby consent to being named and to the use of, reference to and excerpts and information derived from the said Reports by Suncor Energy Inc. in its:

We have read the Form 40-F, Annual Report, AIF and Prospectuses and have no reason to believe that there are any misrepresentations in the information contained therein that is derived from our Reports or that are within our knowledge as a result of the services which we performed in connection with the Reports.


  Sincerely,

 

Sproule Associates Limited and
Sproule International Limited

 

"Cameron P. Six"

 

Cameron P. Six, P.Eng.
President and CEO

Dated: March 1, 2018
Calgary, Alberta, Canada




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Consent of Sproule Associates Limited and Sproule International Limited
LETTER OF CONSENT

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EXHIBIT 99-6


CERTIFICATION

        I, Steven W. Williams, certify that:

1.
I have reviewed this annual report on Form 40-F 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 period covered by the annual report 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: March 1, 2018

  /s/ STEVEN W. WILLIAMS

Steven W. Williams
President and Chief Executive Officer



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CERTIFICATION

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EXHIBIT 99-7


CERTIFICATION

        I, Alister Cowan, certify that:

1.
I have reviewed this annual report on Form 40-F 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 period covered by the annual report 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: March 1, 2018

  /s/ ALISTER COWAN

Alister Cowan
Executive Vice President and Chief Financial Officer



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CERTIFICATION

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EXHIBIT 99-8


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Suncor Energy Inc. (the "Company") on Form 40-F for the fiscal year ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, STEVEN W. WILLIAMS, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

  /s/ STEVEN W. WILLIAMS

Steven W. Williams
President and Chief Executive Officer
Suncor Energy Inc.




 

DATE: March 1, 2018




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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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EXHIBIT 99-9


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ENACTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Suncor Energy Inc. (the "Company") on Form 40-F for the fiscal year ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, ALISTER COWAN, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

  /s/ ALISTER COWAN

Alister Cowan
Executive Vice President and Chief Financial Officer
Suncor Energy Inc.




 

DATE: March 1, 2018




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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 99-10

Supplementary Oil and Gas Disclosures (unaudited)

        The following disclosures are presented in accordance with United States Financial Accounting Standards Board ("FASB") Topic 932 — "Extractive Activities — Oil and Gas" and Subpart 1200 of Regulation S-K ("Subpart 1200") of the United States Securities and Exchange Commission. Disclosures pertaining to the audited consolidated financial statements as at and for the year ended December 31, 2017 (the "2017 Consolidated Financial Statements") of Suncor Energy Inc. ("Suncor" or the "company") were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and Canadian generally accepted accounting principles contained within Part 1 of the Chartered Professional Accountants Canada Handbook, which differ in material respects from financial statements prepared in accordance with United States generally accepted accounting principles. The 2017 Consolidated Financial Statements are attached as Exhibit 99.1 to Suncor's annual report on Form 40-F for the year ended December 31, 2017 (the "Form 40-F").

Reserves Data

        Reserves data included herein are estimates only and can be significantly impacted by a variety of internal and external factors. For more information on the risks involved when estimating reserves, see the discussion in the "Statement of Reserves Data and Other Oil and Gas Information — Significant Risk Factors and Uncertainties Affecting Reserves" section in Suncor's 2017 Annual Information Form (the "2017 AIF"), which is contained in the Form 40-F. Readers should also see Suncor's Management's Discussion and Analysis for the year ended December 31, 2017, which is attached as Exhibit 99.2 to the Form 40-F (the "2017 Management's Discussion and Analysis").

        The reserves data presented herein, with an effective date of December 31, 2017, may differ in relation to the format and the basis from which volumes are economically determined under National Instrument 51-101 — "Standards of Disclosure for Oil and Gas Activities" ("NI 51-101"), as disclosed in the 2017 AIF. Subpart 1200 requires disclosure of net proved reserves, after royalties, using the average of the first-day-of-the-month prices for the twelve-month period prior to the end of the reporting period, whereas NI 51-101 requires disclosure of gross and net reserves, estimated using forecast prices and costs.

Net Proved Oil and Gas Reserves (1)(2)

        The majority of Suncor's oil and gas reserves are in Canada. In order to align with the company's segmented information in the 2017 Consolidated Financial Statements, the 2017 Management's Discussion and Analysis and the 2017 AIF, the company presents the following supplementary oil and gas disclosures by showing amounts associated with its Oil Sands segment, which are exclusively in Canada and produce synthetic crude oil ("SCO") and bitumen, separate from other Canadian operations, which are aggregated with Suncor's international operations (collectively, "Exploration and


Production") and produce crude oil, natural gas and natural gas liquids ("NGLs"). Exploration and Production reserves are in onshore and offshore Canada and offshore UK.

 
  SCO
(mmbbls)
  Bitumen
(mmbbls)
  Crude Oil
and NGLs (3)
(mmbbls)
  Natural Gas
(bcf)
  Total
(mmboe)
 
At December 31, (net reserves, constant prices and costs)
  2017   2016   2017   2016   2017   2016   2017   2016   2017   2016  

Proved Developed

                                                             

Oil Sands

    2 205     2 468     117     102                     2 322     2 570  

Exploration and Production

                    96     106     6     11     97     108  
                                           

    2 205     2 468     117     102     96     106     6     11     2 419     2 678  
                                           

Proved Undeveloped

                                                             

Oil Sands

    533     572     1 522     431                     2 055     1 003  

Exploration and Production

                    45     9             45     9  
                                           

    533     572     1 522     431     45     9             2 100     1 012  
                                           

Proved

                                                             

Oil Sands

    2 737     3 040     1 640     533                     4 377     3 573  

Exploration and Production

                    140     115     6     11     141     117  
                                           

    2 737     3 040     1 640     533     140     115     6     11     4 519     3 690  
                                           

Reconciliation of Net Proved Oil and Gas Reserves

(net reserves,
constant prices and costs)
  Balance
December 31
2015
  Revisions of
Previous
Estimates (4)
  Improved
Recovery
  Acquisitions   Extensions
and
Discoveries (5)
  Production   Dispositions   Balance
December 31
2016
 

Oil Sands

                                                 

SCO (mmbbls)

    2 390     61         726     5     (141 )       3 040  

Bitumen (mmbbls)

    554     22                 (42 )       533  

Exploration and Production

                                                 

Crude oil and NGLs (3) (mmbbls)

    152     1                 (38 )       115  

Natural gas (bcf)

    21     (2 )               (9 )       11  
                                   

Total (mmboe)

    3 100     84         726     5     (224 )       3 690  
                                   

 

(net reserves,
constant prices and costs)
  Balance
December 31
2016
  Revisions of
Previous
Estimates (4)
  Improved
Recovery
  Acquisitions   Extensions
and
Discoveries (5)
  Production   Dispositions   Balance
December 31
2017
 

Oil Sands

                                                 

SCO (mmbbls)

    3 040     (143 )               (160 )       2 737  

Bitumen (mmbbls)

    533     1 108         39         (40 )       1 640  

Exploration and Production

                                                 

Crude oil and NGLs (3) (mmbbls)

    115     64             1     (40 )       140  

Natural gas (bcf)

    11     3                 (7 )       6  
                                   

Total (mmboe)

    3 690     1 029         39     1     (240 )       4 519  
                                   

Notes to Reserve Data:

(1)
Definitions

a.
Net reserves, in relation to Suncor's production and reserves, represents the company's working interest share after deduction of royalty obligations, plus the company's royalty interests in production and reserves.

b.
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty (at least a 90% probability that the quantities actually recovered will equal or exceed the estimate) to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations.

c.
Proved developed oil and gas reserves are those quantities that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively

(2)
Reserve data tables may not add due to rounding.

(3)
Natural gas liquids reserves are not significant and have been presented in combination with crude oil reserves.

(4)
Revisions of previous estimates include changes to proved reserves, resulting from new information (except for an increase in proved acreage) normally obtained from development drilling and production history or resulting from a change in economic factors, such as changes in constant prices used for the reserve evaluation.

(5)
Extensions and discoveries are additions to proved reserves from proved acreage of previously discovered reservoirs through additional drilling in periods subsequent to discovery or discovery of new fields with proved reserves or of new reservoirs of proved reserves in old fields.

Capitalized Costs

 
  At December 31, 2017   At December 31, 2016  
($ millions)
  Oil Sands   Exploration
and
Production
  Total   Oil Sands   Exploration
and
Production
  Total  

Exploration and evaluation assets (1)

    1 896     156     2 052     1 893     145     2 038  

Oil and gas properties (2)

    16 244     19 965     36 209     16 312     19 021     35 333  

Plant and equipment (2)

    63 381     1 042     64 423     58 688     1 109     59 797  

— accumulated provision (2)

    (22 664 )   (12 990 )   (35 654 )   (20 459 )   (12 092 )   (32 551 )
                           

Total

    58 857     8 173     67 032     56 434     8 183     64 617  
                           

(1)
Exploration and evaluation assets largely represent amounts associated with unproved properties, but may include properties with proved reserves for which Suncor's Board of Directors have not sanctioned development. See note 19 of the 2017 Consolidated Financial Statements.

(2)
Oil and Gas Properties, Plant and Equipment and the accumulated provision largely represent amounts associated with proved properties. See note 18 of the 2017 Consolidated Financial Statements.

Costs Incurred for Property Acquisition, Exploration and Development Activities

 
  Year ended December 31, 2017   Year ended December 31, 2016  
($ millions)
  Oil Sands   Exploration
and
Production
  Total   Oil Sands   Exploration
and
Production
  Total  

Unproved property acquisition

                684     68     752  

Proved property acquisition

    335         335     10 806         10 806  

Exploration (1)

    19     97     116     45     212     257  

Development (2)

    4 505     604     5 109     4 272     831     5 103  
                           

Total

    4 859     701     5 560     15 807     1 111     16 918  
                           

(1)
Includes amounts capitalized to Exploration and Evaluation as well as those charged to Exploration Expense on the Consolidated Balance Sheets and the Consolidated Statements of Comprehensive Income, respectively, of the 2017 Consolidated Financial Statements.

(2)
Includes amounts capitalized to Property, Plant and Equipment on the Consolidated Balance Sheets of the 2017 Consolidated Financial Statements that relate to the company's decommissioning and restoration activities.

Results of Operations for Oil and Gas Producing Activities

 
  Year ended December 31, 2017   Year ended December 31, 2016  
($ millions)
  Oil Sands   Exploration
and
Production
  Total   Oil Sands   Exploration
and
Production
  Total  

Operating revenues, net of royalties

    12 782     2 911     15 693     9 470     2 231     11 701  

Other income (loss)

    86     (14 )   72     26     45     71  
                           

    12 868     2 897     15 765     9 496     2 276     11 772  

Purchases of crude oil and products

    623         623     548         548  

Operating, selling and general

    6 257     422     6 679     5 777     483     6 260  

Transportation

    690     86     776     666     86     752  

Depreciation, depletion, amortization and impairment

    3 782     1 028     4 810     3 864     1 381     5 245  

Exploration

    15     89     104     30     259     289  

Gain on disposal of assets

    (50 )       (50 )   (33 )       (33 )

Finance expenses

    180     36     216     234     82     316  
                           

Earnings (loss) before income taxes

    1 371     1 236     2 607     (1 590 )   (15 )   (1 605 )

Income taxes — expense (recovery)

    362     504     866     (441 )   (205 )   (646 )
                           

Net earnings (loss)

    1 009     732     1 741     (1 149 )   190     (959 )
                           

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

        The standardized measure of discounted future net cash flows relating to Suncor's proved oil and gas reserves are calculated in accordance with FASB Topic 932 — "Extractive Activities — Oil and Gas". Future cash inflows are estimated using the trailing twelve-month average price, which are also used in estimating the entity's proved oil and gas reserves. Future development and production costs, including the associated decommissioning and restoration activities, are calculated by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. The appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, were applied to the future pretax net cash flows, less the tax basis of the properties involved. A prescribed rate of 10% is applied to discount the future net cash flows.

        The calculation of the standardized measure of discounted future net cash flows is based upon information prepared by the company's independent qualified reserves evaluators, and adjusted for decommissioning and restoration activities and future income taxes.

        It should not be assumed that the estimates of future net cash flows presented in the tables below represent the fair market value of the reserves. There is no assurance that the price and cost assumptions will be attained and variances could be material. Future changes to income tax, royalty and environmental regulations could also have a significant impact on the respective assumptions. There is no guarantee that the estimates for SCO, bitumen, crude oil and NGLs, and natural gas reserves provided herein will be recovered. Actual SCO, bitumen, crude oil and NGLs, and natural gas reserves may be greater than or less than the estimates provided herein.

        The following twelve-month average prices were used to calculate the standardized measure of discounted future net cash flows:

Year
  Brent
North Sea
  WTI
Cushing
Oklahoma
  WCS
Hardisty
Alberta
  Light
Sweet
Edmonton
Alberta
  Pentanes Plus
Edmonton
Alberta
  AECO
Gas
  B.C. Gas
Westcoast
Station 2
  National
Balancing
Point
North Sea
 
 
  US$/bbl
  US$/bbl
  Cdn$/bbl
  Cdn$/bbl
  Cdn$/bbl
  Cdn$/mmbtu
  Cdn$/mmbtu
  Cdn$/mmbtu
 

2017

    54.07     51.03     51.09     63.43     67.46     2.35     1.44     8.45  

2016

    42.82     42.75     39.77     53.67     57.02     2.18     1.63     6.42  
                                   


 
  At December 31, 2017   At December 31, 2016  
($ millions)
  Oil Sands   Exploration
and
Production
  Total   Oil Sands   Exploration
and
Production
  Total  

Future cash inflows

    203 625     9 229     212 854     179 213     6 240     185 453  

Future production costs

    (108 045 )   (3 508 )   (111 554 )   (116 271 )   (2 632 )   (118 904 )

Future development costs

    (49 554 )   (2 574 )   (52 128 )   (58 540 )   (1 858 )   (60 398 )

Future income tax expenses

    (11 074 )   (945 )   (12 019 )   (2 095 )   (680 )   (2 775 )
                           

Future net cash flows

    34 952     2 202     37 154     2 307     1 070     3 377  

10% Discount Factor

    (15 208 )   (114 )   (15 322 )   4 197     206     4 403  
                           

Standardized measure of discounted future net cash flows

    19 744     2 088     21 832     6 504     1 276     7 780  
                           

Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

($ millions)
  2017   2016  

Standardized measure of discounted future net cash flows — beginning of year

    7 780     7 004  

Sales and transfers of oil and gas produced

    (4 618 )   (4 689 )

Net change in sales prices and operating costs related to future production

    18 461     (8 192 )

Net change due to extensions, discoveries and improved recovery

    2 804     32  

Net change due to acquisitions and dispositions

        5 063  

Net change due to revisions in quantity estimates

    (1 695 )   1 404  

Previously estimated development costs incurred during the period

    2 742     2 156  

Changes in estimated future development costs

    (36 )   3 035  

Accretion of discount

    657     638  

Net change in income taxes

    (4 264 )   1 329  
           

Standardized measure of discounted future net cash flows — end of year

    21 831     7 780  
           



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