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<SEC-DOCUMENT>0000912057-02-039819.txt : 20021028
<SEC-HEADER>0000912057-02-039819.hdr.sgml : 20021028
<ACCEPTANCE-DATETIME>20021025193610
ACCESSION NUMBER:		0000912057-02-039819
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20021025
FILED AS OF DATE:		20021028

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SUNCOR ENERGY INC
		CENTRAL INDEX KEY:			0000311337
		STANDARD INDUSTRIAL CLASSIFICATION:	PETROLEUM REFINING [2911]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12384
		FILM NUMBER:		02799168

	BUSINESS ADDRESS:	
		STREET 1:		112 4TH AVENUE SW PO BOX 38
		STREET 2:		CALGARY
		CITY:			ALBERTA CANADA
		STATE:			A0
		ZIP:			T2P 2V5
		BUSINESS PHONE:		4032698100

	MAIL ADDRESS:	
		STREET 1:		112 FOURTH AVE SW BOX 38
		STREET 2:		CALGARY
		CITY:			ALBERTA CANADA
		ZIP:			T2P 2V5

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GREAT CANADIAN OIL SANDS & SUN OIL CO LTD
		DATE OF NAME CHANGE:	19791129

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SUNCOR INC
		DATE OF NAME CHANGE:	19970430
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>a2091951z6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        Report of Foreign Private Issuer
                    Pursuant to Rule 13a - 16 or 15d - 16 of
                       the Securities Exchange Act of 1934

For the month of: October, 2002                  Commission File Number: 1-12384

                               SUNCOR ENERGY INC.
                              (Name of registrant)

                             112 FOURTH AVENUE S.W.
                                   P.O. BOX 38
                                CALGARY, ALBERTA
                                 CANADA, T2P 2V5

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

     Form 20-F                            Form 40-F     X
               ---------                            ---------

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the SEC
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

     Yes                                  No            X
               ---------                            ---------

If "Yes" is marked, indicate the number assigned to the registrant in connection
with Rule 12g3-2(b):

     N/A
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     EXHIBIT                            DESCRIPTION OF EXHIBIT
- ---------------------------------------------------------------------
     <S>                           <C>
        1                          3RD QUARTER REPORT TO
                                   SHAREHOLDERS, INCLUDING INTERIM
                                   MANAGEMENT'S DISCUSSION & ANALYSIS
                                   AND INTERIM FINANCIAL STATEMENTS
                                   FOR THE PERIOD ENDED SEPTEMBER 30,
                                   2002

        2                          CERTIFICATE PURSUANT TO SECTION
                                   302 OF SARBANES-OXLEY ACT OF
                                   2002 GIVEN BY THE PRESIDENT AND
                                   CHIEF EXECUTIVE OFFICER

        3                          CERTIFICATE PURSUANT TO SECTION
                                   302 OF SARBANES-OXLEY ACT OF
                                   2002 GIVEN BY THE EXECUTIVE VICE
                                   PRESIDENT, CORPORATE DEVELOPMENT
                                   AND CHIEF FINANCIAL OFFICER

        4                          CERTIFICATE PURSUANT TO SECTION
                                   906 OF SARBANES-OXLEY ACT OF
                                   2002 GIVEN BY THE PRESIDENT AND
                                   CHIEF EXECUTIVE OFFICER

        5                          CERTIFICATE PURSUANT TO SECTION
                                   906 OF SARBANES-OXLEY ACT OF
                                   2002 GIVEN BY THE EXECUTIVE VICE
                                   PRESIDENT, CORPORATE DEVELOPMENT
                                   AND CHIEF FINANCIAL OFFICER

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>a2091951zex-1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
<PAGE>

                                    EXHIBIT 1
<PAGE>

                        DISCLOSURE AND INTERNAL CONTROLS

Suncor Energy Inc. ("Suncor") has such disclosure controls and procedures in
place as it believes are necessary to ensure full and timely public disclosure
of material information, including a disclosure controls and procedures
committee. Based on the completion of its evaluation of its disclosure controls
and procedures on October 23, 2002, Suncor believes that its disclosure controls
and procedures are effective to ensure full and timely public disclosure.

There have been no significant changes in the internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of Suncor's most recently completed evaluation other than as set forth in this
Quarterly Report on Form 6-K.

                                   SIGNATURES

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

                                     SUNCOR ENERGY INC.

Date: October 23, 2002               By: "JANICE B. ODEGAARD"
                                         -------------------------
                                         JANICE B. ODEGAARD
                                         Vice President, Associate
                                         General Counsel and
                                         Corporate Secretary
<PAGE>

FOR IMMEDIATE RELEASE

OCTOBER 23, 2002

Third quarter shareholder report for the period ended September 30, 2002 and
outlook for the fourth quarter

INCREASED OIL SANDS PRODUCTION AT SUNCOR ENERGY BOOSTS CASH FLOW AND EARNINGS

Suncor's strategy remains unchanged: deliver steady, reliable production and
reduce operating costs

ALL FINANCIAL FIGURES ARE IN CANADIAN DOLLARS UNLESS NOTED OTHERWISE. NATURAL
GAS CONVERTS TO BARRELS OF OIL EQUIVALENT (BOE) AT A 6:1 RATIO (SIX MILLION
CUBIC FEET OF NATURAL GAS CONVERTS TO ONE THOUSAND BARRELS OF OIL EQUIVALENT).

Suncor Energy Inc. reported net earnings for the third quarter of $184 million
($0.38 per common share), up from $73 million ($0.13 per common share) in the
third quarter of 2001. Net earnings for the first nine months of 2002 were $503
million ($1.08 per common share), compared to $362 million ($0.74 per common
share) in the same period of 2001.

Suncor's cash flow provided from operations for the third quarter was $447
million ($0.97 per common share), compared with $177 million ($0.37 per common
share) during the same period last year. Year-to-date cash flow provided from
operations increased to $980 million ($2.11 per common share), from $698 million
($1.49 per common share) during the first nine months of 2001.

"Our third quarter financial results are an endorsement of Suncor's oil sands
expansion," said Rick George, president and chief executive officer. "The goal
of expanding our oil sands operations was to enhance shareholder value through
increased sales revenue and reduced operating costs, and we're seeing solid
progress toward that goal."

Suncor's production during the third quarter of 2002 averaged 241,700 barrels of
oil equivalent (BOE) per day, compared with 149,700 BOE per day during the same
period the year before. Production for the first nine months of 2002 averaged
232,000 BOE per day, up from the 146,400 BOE per day recorded during the same
period of 2001.

The higher production numbers reflect increased capacity at Suncor's oil sands
business where third quarter production averaged 207,900 barrels of oil per day,
up slightly from the second quarter of 2002. The increase was realized despite
an unplanned eight-day maintenance shutdown in July on one of Suncor's two oil
sands upgraders.

"Since completing the maintenance work, our oil sands facility has been
operating at near-capacity on a sustained basis," said George. "With oil sands
production firing on all cylinders, we averaged in excess of 220,000 barrels per
day over August and September and we expect to meet our annual production target
of an average 200,000 barrels per day for the year."


                                                                            1
<PAGE>

Excluding start-up costs for the Firebag In-Situ Oil Sands Project, Suncor's Oil
Sands business reported cash operating costs per barrel for the third quarter of
$11.95 ($12.05 including start-up costs), compared to $12.60 per barrel in the
second quarter of 2002. The cost reduction from the previous quarter was
primarily the result of higher sales volumes.

"As production has climbed, we've seen a steady decline in oil sands' operating
costs over the course of the year," said George. "Unfortunately, we haven't been
able to drive costs down as quickly as we would have liked." Suncor does not
expect cost reductions realized in the second half of the year will be
sufficient to offset higher than anticipated costs in the first half. The
company now expects annual cash operating costs for 2002 will be in the range of
$13.00 to $13.25 per barrel, compared to an earlier target of $12.50 per barrel.

"Our performance over the last three months has proven we can deliver high rates
of production and reduce debt levels while continuing to invest in future
growth," said George. "Volumes are on target but we know that cost control is
integral to future growth and it will continue to be a key focus."

On July 22, Suncor marked a new step in its growth strategy as construction
began on the Millennium Vacuum Unit, a major component of the company's plan to
increase production capacity to 260,000 barrels per day in 2005. Start-up of the
vacuum unit is being co-ordinated with the bitumen production planned from the
first phase of Suncor's Firebag In-Situ Oil Sands Project. The combined
expansion project, estimated to cost about $1 billion, is on budget and on
schedule.

As Suncor invests in production capacity, the company is also fulfilling its
commitment to reduce debt. Excluding foreign exchange impacts, net debt was
reduced by approximately $170 million in the first nine months of 2002. Suncor
plans to reduce its 2001 year-end net debt of $3.143 billion by up to $700
million by the end of 2003.

EMISSIONS REDUCTION PLANS

The Canadian government has indicated its intention to ratify the Kyoto
Protocol on climate change in December of 2002. Suncor has had a
comprehensive greenhouse gas reduction management structure in place since
1994 and management believes the company has the expertise and experience to
respond to future emissions reduction plans, providing those plans are
aligned with the federal government's pledge to not put oil sands development
at risk.

"Suncor's plan for profitable growth is clear and remains unchanged," said
George. "We're striving to increase production and be one of the lowest cost oil
producers in North America."

Suncor has been closely following policy developments and is continuing to
consult with the Alberta and federal governments on potential outcomes.

FOURTH QUARTER AND FULL-YEAR OUTLOOK

Suncor's outlook for the fourth quarter and full year provides disclosure to
investors and potential investors of expected outcomes and ensures they receive
access to the same information at the same time. An update to this outlook will
be provided shortly after the end of the fourth quarter when a Guidance Report
is issued. Suncor's financial results for the fourth quarter will be finalized
and publicly released on January 17, 2003.


                                                                            2
<PAGE>

The following table provides Suncor's targets for the fourth quarter of 2002
and the full year.

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------
                                                   Q4 2002 OUTLOOK                    2002 FULL YEAR OUTLOOK
- ---------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                    <C>
OIL SANDS

Production (barrels per day)                      220,000 to 225,000                    200,000 to 205,000

Sales total (bpd)                                 220,000 to 225,000                    200,000 to 205,000
Light sweet                                              46%                                   50%
Diesel                                                   12%                                   12%
Light sour / bitumen                                     42%                                   38%

Realization on crude sales basket                 WTI @ Cushing less                    WTI @ Cushing less
                                                  CDN$4.50 per barrel                   CDN$3.50 per barrel

Cash operating costs                         $12.00 to $12.50 per barrel            $13.00 to $13.25 per barrel

- ---------------------------------------------------------------------------------------------------------------

NATURAL GAS

Natural gas (mmcf per day)                            180 to 185                            180 to 185
Natural gas liquids (bpd)                               2,000                                 2,300
Crude oil production (bpd)                              1,300                                 1,400

- ---------------------------------------------------------------------------------------------------------------
</Table>

Factors that could potentially affect fourth quarter 2002 results include:

/ /  Suncor's future financial performance is closely linked to commodity price
     and exchange factors. Volatility may impact results.

/ /  Extreme cold weather, which can have an impact on oil sands mining,
     upgrading and transportation of products, is possible in the fourth
     quarter.

/ /  The oil sands product sales mix is expected to be negatively impacted by
     hydrotreater maintenance work on one of Suncor's two oil sands upgraders,
     anticipated in the fourth quarter. Total crude oil production should not be
     affected.

/ /  Refining margins are currently between 5.0 cents per litre (cpl) and 5.2
     cpl, compared to 4.4 cpl in the third quarter. Retail margins are currently
     between 6.3 cpl and 6.5 cpl, compared to 6.9 cpl in the third quarter.

The foregoing summary and outlook contain forward-looking statements. Readers
are directed to the Management's Discussion and Analysis, "Legal Notice -
Forward-looking Information" on page 10, which also applies to such
forward-looking statements.


                                                                            3
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

ALL FINANCIAL FIGURES ARE IN CANADIAN DOLLARS UNLESS NOTED OTHERWISE. NATURAL
GAS CONVERTS TO BARRELS OF OIL EQUIVALENT (BOE) AT A 6:1 RATIO (SIX MILLION
CUBIC FEET OF NATURAL GAS CONVERTS TO ONE THOUSAND BARRELS OF OIL EQUIVALENT).

This Management's Discussion and Analysis should be read in conjunction with the
attached September 30, 2002 unaudited consolidated statements of earnings,
consolidated statements of changes in shareholders' equity, consolidated balance
sheets, consolidated statements of cash flows and notes to the consolidated
financial statements. Readers should also refer to the Management's Discussion
and Analysis on pages 22-44 of Suncor's 2001 Annual Report and Suncor's 2001
Annual Information Form.

<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------
                                                INDUSTRY INDICATORS
                                              (average for the period)
- ----------------------------------------------------------------------------------------------------------
Industry Indicators                3 MONTHS ENDED     3 months ended     9 MONTHS ENDED     9 months ended
                                   SEPT. 30, 2002     Sept. 30, 2001     SEPT. 30, 2002     Sept. 30, 2001
- ----------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                <C>                <C>
West Texas Intermediate (WTI)          28.25               26.50              25.40             27.70
crude oil US$/barrel @ Cushing
- ----------------------------------------------------------------------------------------------------------
Light/heavy crude oil                   5.40                6.90               5.35              9.75
differential US$/barrel
- - WTI @ Cushing / Bow River @
Hardisty
- ----------------------------------------------------------------------------------------------------------
Natural gas US$/thousand                3.25                3.00               3.00              5.00
cubic feet @ Henry Hub
- ----------------------------------------------------------------------------------------------------------
Natural gas CDN$/gigajoule             3.10                3.70               3.50              6.90
@ AECO
- ----------------------------------------------------------------------------------------------------------
New York Harbour                        3.10                3.85               2.95              5.10
3-2-1 crack* US$/barrel
- ----------------------------------------------------------------------------------------------------------
Exchange rate: CDN$:US$                 0.64                0.65               0.64              0.65
- ----------------------------------------------------------------------------------------------------------

* New York Harbour 3-2-1 crack is an industry indicator measuring the margin on a barrel of oil for
gasoline and distillate.

Suncor's future financial performance is closely linked to the above price and exchange factors. Suncor
cannot control these factors and as such cannot predict any future changes. Future financial performance
may be volatile.

- ----------------------------------------------------------------------------------------------------------
</Table>


                                                                            4
<PAGE>

ANALYSIS OF CONSOLIDATED STATEMENTS OF EARNINGS AND CASH FLOW

Net earnings for the third quarter were $184 million, compared to $73 million
for the third quarter of 2001. The $111 million increase in net earnings was
primarily due to higher Oil Sands sales volumes, higher crude oil prices, a
weaker Canadian dollar versus the U.S. dollar (crude oil and natural gas prices
are based on U.S. dollar benchmarks) and lower project start-up costs. These
factors were partially offset by higher cash and non-cash operating expenses,
higher crude oil hedging losses and increased financing expenses, including an
unrealized $26 million after-tax foreign exchange loss on the company's U.S.
dollar denominated debt.

Cash flow provided from operations in the third quarter was $447 million,
compared to $177 million in the same period of 2001. The increase was primarily
due to the same factors that impacted earnings (excluding the effects of the
unrealized foreign exchange loss referred to above).

Year-to-date net earnings were $503 million, compared to net earnings of $362
million for the first nine months of 2001. In addition to the factors noted
above, year-to-date net earnings were also favourably impacted by the sale of
Suncor's retail natural gas business in the second quarter and a net unrealized
foreign exchange gain on U.S. dollar denominated debt. These favourable factors
were partially offset by the impact of higher income taxes in 2002, compared to
2001, as a result of enacted tax rate reductions in 2001.

Cash flow provided from operations for the first nine months of the year was
$980 million, up from the $698 million reported in the same period in 2001. The
increase in cash flow provided from operations primarily reflects the same
factors impacting year-to-date net earnings, excluding the effects of the sale
of Suncor's retail natural gas business and the impact of higher income taxes in
2002 compared to 2001.

<Table>
<Caption>
- --------------------------------------------------------------------------------------
                              CRUDE OIL HEDGING LOSSES
                                ($ million after tax)
- --------------------------------------------------------------------------------------
   3 MONTHS ENDED         3 months ended        9 MONTHS ENDED        9 months ended
   SEPT. 30, 2002         Sept. 30, 2001        SEPT. 30, 2002        Sept. 30, 2001
- --------------------------------------------------------------------------------------
   <S>                   <C>                   <C>                   <C>
         55                     40                    105                   134
- --------------------------------------------------------------------------------------
</Table>

SEGMENTED EARNINGS AND CASH FLOW ANALYSIS

OIL SANDS

Oil Sands recorded third quarter net earnings of $234 million, compared with
net earnings of $69 million in the same quarter of 2001. Net earnings
increased due to higher overall sales volumes and the improved sales mix of
sweet crude oil relative to sour and bitumen crude oil sales, higher
benchmark crude prices and the reduction in project start-up costs. These
factors were partially offset by unfavourable pricing differentials for sour
crude oil and diesel relative to sweet crude oil, higher cash and non-cash
operating expenses reflecting higher production


                                                                            5
<PAGE>

levels (including higher plant depreciation and overburden amortization) and
higher hedging losses.

Cash flow from operations was $444 million in the third quarter of 2002, up from
$139 million in the third quarter of 2001. The increase was primarily due to the
same factors that increased earnings.

Oil Sands' net earnings for the first nine months totalled $547 million,
compared to $246 million during the same period of 2001. The factors affecting
year-to-date earnings were the same as those affecting the third quarter, except
for hedging losses, which decreased from the first nine months of 2001. These
factors were partially offset by higher income taxes in 2002, compared to 2001,
as a result of enacted tax rate reductions in 2001.

Cash flow from operations for the first nine months was $1.025 billion, up from
$396 million in the same period in 2001. The increase in year-to-date cash flow
from operations was primarily due to the same factors noted for the third
quarter, partially offset by increased overburden expenditures.

Excluding start-up costs associated with the Firebag In-situ Oil Sands Project,
third quarter cash operating costs were $11.95 per barrel ($12.05 including
project start-up costs), compared to $12.75 per barrel ($18.25 including project
start-up costs) in the third quarter of 2001 and $12.60 per barrel (no project
start-up costs) in the second quarter of 2002. The decrease in cash operating
costs per barrel from the second quarter of this year reflects an increase in
sales volumes.

A taskforce is currently working to identify cost improvements and improved
asset performance opportunities at Oil Sands. Implementation of the first cost
saving initiatives has begun, with associated savings expected in 2003.

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------
                                       OIL SANDS OPERATING COSTS
                                          ($ per sales barrel)
- ---------------------------------------------------------------------------------------------------------
                               3 MONTHS ENDED      3 months ended      9 MONTHS ENDED      9 months ended
                               SEPT. 30, 2002      Sept. 30, 2001      SEPT. 30, 2002      Sept. 30, 2001
- ---------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                 <C>                 <C>
Cash operating costs                11.95               12.75               13.55               13.00
- ---------------------------------------------------------------------------------------------------------
Project start-up costs               0.10                5.50                0.05                3.85
- ---------------------------------------------------------------------------------------------------------
Total cash operating costs          12.05               18.25               13.60               16.85
- ---------------------------------------------------------------------------------------------------------
Non-cash operating costs             4.50                2.70                3.80                2.85
- ---------------------------------------------------------------------------------------------------------
Total operating costs               16.55               20.95               17.40               19.70
- ---------------------------------------------------------------------------------------------------------
</Table>


                                                                            6
<PAGE>

On July 19, Suncor successfully completed a maintenance shutdown of one of its
two Oil Sands upgraders to repair a fractionator. The unplanned outage lasted
eight days, during which oil production averaged about 95,000 barrels per day.
The maintenance shutdown improved processing throughput at Oil Sands,
contributing to production averaging 220,000 barrels per day over August and
September. Suncor believes near-capacity production following the shutdown will
compensate for July's reduced volumes and the operational challenges experienced
in the first half of the year, allowing the company to reach its 2002 goal of
200,000 barrels per day on average.

NATURAL GAS

Natural Gas recorded third quarter net earnings of $1 million, compared with $13
million in the third quarter of 2001. The decrease was primarily due to lower
natural gas prices, higher exploration expenses and higher cash operating costs.

Cash flow from operations for the third quarter of 2002 was $36 million, down
from $42 million reported in the third quarter of 2001. The decrease was
primarily due to the same factors that decreased earnings.

Year-to-date net earnings were $18 million, compared to $105 million in the
first nine months of 2001. Year-to-date earnings were primarily impacted by the
same factors that impacted the quarter as well as higher income taxes in 2002,
compared to 2001, as a result of enacted tax rate reductions in 2001.

Cash flow from operations for the first nine months of the year was $111
million, down from $245 million reported in the same period in 2001. The
decrease in year-to-date cash flow was primarily due to the factors described
above.

ENERGY MARKETING & REFINING (EM&R)

EM&R's third quarter net earnings were $9 million, compared with $12 million in
the same quarter of 2001. The decrease reflects lower sales demand for
distillates, the absence of earnings from the retail natural gas marketing
business (which was sold in the second quarter of 2002) and higher non-cash
operating costs. These factors were partially offset by higher retail gasoline
and refining margins.

Cash flow provided from operations for the third quarter of 2002 was $34
million, compared to $30 million recorded in the same quarter of 2001.

Rack Back, which includes refining operations and sales to the Sarnia refinery's
largest customers, recorded net earnings of $5 million in the third quarter of
2002, compared with $8 million in the same quarter of 2001. Lower earnings were
primarily the result of reduced volumes due to lower demand for distillates
products, partially offset by refining margins that increased to an average 4.4
cents per litre (cpl), compared with 4.3 cpl in the same quarter of 2001.
Refinery utilization averaged 100% in the third quarter, up from 70% in the
second quarter when planned and unplanned maintenance shutdowns impacted plant
availability. Utilization averaged 99% in the third quarter of 2001.

Rack Forward, the retail, commercial and reseller sales segment of the
business, recorded net earnings of $4 million in the third quarter of 2002,
the same as was realized in the third quarter

                                                                            7
<PAGE>

of 2001. Suncor's retail natural gas marketing business, which was sold in the
second quarter of 2002, contributed $1 million to 2001 third quarter results.
Excluding the impact of the retail natural gas marketing business, the
increase in earnings was due mainly to a 17% improvement in retail gasoline
margins and a 5% increase in retail gasoline volumes.

Management expects continued crude price volatility and fluctuation in demand
for refined products for the remainder of the year, which could impact earnings.

For the first nine months of 2002, EM&R reported net earnings of $42 million,
including the $34 million net gain on the sale of its retail natural gas
marketing business. Net earnings recorded in the same period of 2001 were $80
million, which included a $10 million favorable income tax rate adjustment.
Excluding the impacts of the sale of the retail natural gas marketing business
and the income tax rate adjustment, the year-over-year decline in earnings was
primarily due to a 32% decline in refining margins, which narrowed across North
America, and weak distillate demand. Year-over-year volumes were down by 5% due
primarily to the non-renewal of jet fuel contracts. Maintenance activity at the
Sarnia refinery in the second quarter also resulted in lower plant availability
and higher operating costs for the first nine months for 2002.

Year-to-date cash flow from operations decreased to $60 million, compared with
$147 million in the same period in 2001. Cash flow was impacted by lower
earnings. The gain on the sale of the retail natural gas marketing business is
excluded from cash flow from operations.

CORPORATE

Corporate office recorded expenses during the third quarter of $60 million,
compared to expenses of $21 million during the third quarter of 2001. The higher
expenses primarily relate to higher financing expenses of $45 million, including
an unrealized $26 million after-tax foreign exchange loss on the company's U.S.
dollar denominated debt, partially offset by lower research and development
costs with respect to new technology assessments. Higher financing expenses were
also due in part to reduced capitalization of interest of $16 million with the
completion of Project Millenium in 2001.

Corporate's cash flow used in operations in the quarter was $67 million,
compared $34 million in the third quarter of 2001. The increase was primarily
due to higher financing expenses, net of unrealized foreign exchange losses on
the company's U.S. dollar denominated debt and payments related to the company's
long-term employee incentive plan.

Corporate recorded $104 million in expenses in the first nine months of 2002,
compared to expenses of $69 million in the same period of 2001. The increase in
expenses was primarily due to higher financing expenses and income tax expenses,
partially offset by lower research and development costs with respect to new
technology assessments, lower costs associated with the company's long-term
employee incentive program, and the absence of costs related to the Stuart Oil
Shale Project. The higher year-to-date financing expenses are net of a
year-to-date unrealized $6 million foreign exchange gain on the company's U.S.
dollar denominated debt.

The cash flow used in operations in the first nine months of 2002 was $216
million, compared to $90 million in the first nine months of 2001. The change
was primarily for the same reasons that impacted the year-to-date earnings, as
well as higher payments related to the company's long-term employee incentive
plan.


                                                                            8
<PAGE>

In July, Suncor's Board of Directors approved commencement of energy trading
activities, subject to the design and development of an appropriate control
framework. Trading activities, which will be focussed principally on the
commodities Suncor produces, are intended to optimize returns from assets, earn
revenues for the company and improve market intelligence as Suncor increases
production levels. The company will use the mark-to-market method of accounting
for the new energy trading activities. Under mark-to-market accounting, physical
and financial energy contracts are recorded at fair value at each balance sheet
date. The net gain or loss from the revaluation of these contracts is recorded
in the Statement of Earnings for the period.

A separate risk management function will direct and monitor practices and
policies and provide independent verification and valuation of Suncor's trading
and marketing activities.

The company's obligations under its various employee benefit plans (pensions
and other post-retirement benefits) have been negatively impacted by the
performance of the capital markets throughout 2001 and 2002. The company is
currently preparing its triennial valuation of its future pension obligations
and reviewing certain aspects of the plans. Management will not be able to
quantify increases until the final review is completed in the first quarter
of 2003, but currently expects both higher funding requirements and expenses.

Suncor continues to consult with governments about ratification of the Kyoto
Protocol on climate change and will continue to actively manage its greenhouse
gas emissions. Details of future expenditures will be determined as the federal
government releases details on the national action plan.

ANALYSIS OF FINANCIAL CONDITION AND LIQUIDITY

Suncor's financial position at the end of the quarter reflects a number of
changes from the year-end. Accounts receivable increased from the year-end due
to higher upstream sales volumes and higher average commodity prices, partially
offset by lower downstream volumes. Accounts payable decreased from the year-end
due to lower capital spending with the completion of Project Millennium and
other trade payables and payments associated with Suncor's long-term employee
incentive program, partially offset by an increase in hedging liabilities.

Excluding cash and cash equivalents, short-term borrowings and future income
taxes, Suncor had an operating working capital surplus of $53 million at the end
of the third quarter, compared to a deficiency of $122 million at the end of
2001. Higher receivables and lower accounts payable, discussed above, are the
main factors contributing to the change in operating working capital compared to
the year-end.

Suncor plans to reduce its 2001 year-end net debt of $3.143 billion by up to
$700 million by the end of 2003. Excluding foreign exchange impacts, net debt
was reduced by approximately $170 million in the first nine months of 2002.
Suncor has in place sufficient lines of credit to cover working capital
requirements and will continue to monitor debt capital markets for opportunities
to refinance bank debt with longer-term debt. Suncor's undrawn lines of credit
as of September 30, 2002 were approximately $815 million. Further, outstanding
shelf prospectuses filed in 2002 in Canada and the U.S. enable the company to
issue, respectively, up to CDN$500 in medium term notes in Canada and up to
US$500 million in debt or equity in Canada or the U.S.


                                                                            9
<PAGE>

Crude oil and natural gas prices are based on a U.S. dollar benchmark that
results in Suncor's realized prices being influenced by the Canadian/U.S.
currency exchange rate, creating an element of uncertainty for the company.
Should the Canadian dollar strengthen compared to the U.S. dollar, the negative
effect on net earnings per share attributable to common shareholders would be
partially offset by foreign exchange gains on the company's U.S. dollar
denominated debt and U.S. dollar denominated preferred securities. Conversely,
should the Canadian dollar weaken compared to the U.S. dollar, the positive
effect on net earnings per share attributable to common shareholders would be
partially offset by foreign exchange losses on the company's U.S. dollar
denominated debt and U.S. dollar denominated preferred securities. It is
estimated that a $0.01 change in the CDN$:US$ exchange rate would have a $10
million after-tax impact on net earnings with respect to U.S. dollar denominated
debt and a $3 million after-tax impact on net earnings attributable to common
shareholders.

Over the first nine months of 2002, the fluctuation of the Canadian dollar
against the U.S. dollar resulted in a net $6 million year-to-date after-tax
foreign exchange gain on the company's US$500 million debt. The fluctuation in
the Canadian dollar also resulted in a $1 million year-to-date after-tax foreign
exchange gain with respect to Suncor's U.S. dollar denominated preferred
securities.

DISCLOSURE CONTROLS

Suncor has such disclosure controls and procedures in place as it believes are
necessary to ensure full and timely public disclosure of material information,
including a disclosure controls and procedures committee. Based on its most
recently completed evaluation, Suncor believes that its disclosure controls and
procedures are effective to ensure full and timely public disclosure of all
material information.

Except as otherwise identified above, the discussion of Suncor's future plans,
strategies and risk/success factors affecting performance as set forth in the
company's 2001 Annual Report Management's Discussion and Analysis remain
substantially unchanged.

LEGAL NOTICE - FORWARD-LOOKING INFORMATION

THIS MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS THAT ARE BASED ON SUNCOR'S CURRENT EXPECTATIONS, ESTIMATES,
PROJECTIONS AND ASSUMPTIONS MADE IN LIGHT OF ITS EXPERIENCE AND ITS PERCEPTION
OF HISTORICAL TRENDS. THE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE
HEREOF, AND SUNCOR UNDERTAKES NO DUTY TO UPDATE THESE STATEMENTS TO REFLECT
SUBSEQUENT CHANGES IN ASSUMPTIONS (OR THE TRENDS OR FACTORS UNDERLYING THEM) OR
ACTUAL EVENTS OR EXPERIENCE.

ALL STATEMENTS THAT ADDRESS EXPECTATIONS OR PROJECTIONS ABOUT THE FUTURE,
INCLUDING STATEMENTS ABOUT SUNCOR'S STRATEGY FOR GROWTH, EXPECTED AND FUTURE
PRODUCTION VOLUMES, OPERATING AND FINANCIAL RESULTS, ARE FORWARD-LOOKING
STATEMENTS. SOME OF THE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS
LIKE "EXPECTS," "BELIEVES," "GOAL," "OBJECTIVES," "PLANS," "ANTICIPATES" AND
SIMILAR EXPRESSIONS. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE
AS THEY ARE BASED ON CURRENT FACTS AND ASSUMPTIONS 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 AS A RESULT OF KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS,


                                                                            10
<PAGE>

SUCH AS CHANGES IN THE GENERAL ECONOMIC, MARKET AND BUSINESS CONDITIONS;
FLUCTUATIONS IN SUPPLY AND DEMAND FOR SUNCOR'S PRODUCTS; FLUCTUATIONS IN
COMMODITY PRICES; FLUCTUATIONS IN CURRENCY EXCHANGE RATES; SUNCOR'S ABILITY
TO RESPOND TO CHANGING MARKETS AND ACCESS THE CAPITAL MARKETS; THE ABILITY OF
SUNCOR TO RECEIVE TIMELY REGULATORY APPROVALS; THE SUCCESSFUL AND TIMELY
IMPLEMENTATION OF ITS GROWTH PROJECTS INCLUDING THE FIREBAG IN-SITU OIL SANDS
PROJECT AND VOYAGEUR; THE INTEGRITY AND RELIABILITY OF SUNCOR'S CAPITAL
ASSETS; THE CUMULATIVE IMPACT OF OTHER RESOURCE DEVELOPMENT PROJECTS;
SUNCOR'S ABILITY TO COMPLY WITH CURRENT AND FUTURE ENVIRONMENTAL LAWS; THE
ACCURACY OF SUNCOR'S PRODUCTION ESTIMATES AND PRODUCTION LEVELS AND ITS
SUCCESS AT EXPLORATION AND DEVELOPMENT DRILLING AND RELATED ACTIVITIES; THE
MAINTENANCE OF SATISFACTORY RELATIONSHIPS WITH UNIONS, EMPLOYEE ASSOCIATIONS,
JOINT VENTURERS, SUPPLIERS AND CUSTOMERS; COMPETITIVE ACTIONS OF OTHER
COMPANIES, INCLUDING INCREASED COMPETITION FROM OTHER OIL AND GAS COMPANIES
OR FROM COMPANIES WHICH PROVIDE ALTERNATIVE SOURCES OF ENERGY; THE
UNCERTAINTIES RESULTING FROM POTENTIAL DELAYS OR CHANGES IN PLANS WITH
RESPECT TO EXPLORATION OR DEVELOPMENT PROJECTS OR CAPITAL EXPENDITURES;
ACTIONS BY GOVERNMENTAL AUTHORITIES INCLUDING INCREASING TAXES, CHANGES IN
ENVIRONMENTAL AND OTHER REGULATIONS; THE ABILITY AND WILLINGNESS OF PARTIES
WITH WHOM SUNCOR HAS MATERIAL RELATIONSHIPS TO PERFORM THEIR OBLIGATIONS TO
SUNCOR; AND THE OCCURRENCE OF UNEXPECTED EVENTS SUCH AS FIRES, BLOWOUTS,
FREEZE-UPS, EQUIPMENT FAILURES AND OTHER SIMILAR EVENTS AFFECTING SUNCOR OR
OTHER PARTIES WHOSE OPERATIONS OR ASSETS DIRECTLY OR INDIRECTLY AFFECT
SUNCOR. SEE SUNCOR'S CURRENT ANNUAL INFORMATION FORM, ANNUAL REPORT AND
INTERIM REPORTS AND OTHER DOCUMENTS SUNCOR FILES WITH SECURITIES REGULATORY
AUTHORITIES, FOR FURTHER DETAILS.


                                                                            11
<Page>


SUNCOR ENERGY INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)


<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------
                                                                 Third quarter       Nine months ended Sept 30
- ---------------------------------------------------------------------------------------------------------------
($ millions)                                                2002          2001            2002            2001
- ---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>             <C>             <C>
REVENUES                                                   1 225         1 051           3 536           3 294
- ---------------------------------------------------------------------------------------------------------------
EXPENSES
Purchases of crude oil and products                          279           428             988           1 282
Operating, selling and general                               307           251             957             738
Exploration                                                    7             2              15               7
Royalties                                                     24            24              70             119
Taxes other than income taxes                                 94            95             275             274
Depreciation, depletion and amortization                     153            85             423             259
(Gain) loss on disposal of assets                              -             -              (1)              2
(Gain) on sale of retail natural gas
   marketing business (note 9)                                 -             -             (37)              -
Project start-up costs                                         2            42               2              65
Write-off of oil shale assets                                  -             -               -              48
Restructuring                                                  -            (2)              -              (2)
Financing expenses (note 3)                                   68             6              96              14
- ---------------------------------------------------------------------------------------------------------------
                                                             934           931           2 788           2 806
- ---------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                                 291           120             748             488
- ---------------------------------------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES
Current                                                       15            13              35              16
Future                                                        92            34             210             110
- ---------------------------------------------------------------------------------------------------------------
                                                             107            47             245             126
- ---------------------------------------------------------------------------------------------------------------
NET EARNINGS                                                 184            73             503             362
Dividends on preferred securities, net of tax                 (7)           (8)            (21)            (21)
Revaluation of US$ preferred securities,
   net of tax (note 2)                                        (8)           (8)              1             (10)
- ---------------------------------------------------------------------------------------------------------------
Net earnings attributable
   to common shareholders                                    169            57             483             331
- ---------------------------------------------------------------------------------------------------------------
PER COMMON SHARE  (dollars)
Net earnings attributable to
   common shareholders (note 2)
   - basic                                                  0.38          0.13            1.08            0.74
- ---------------------------------------------------------------------------------------------------------------
   - diluted                                                0.37          0.13            1.07            0.73
- ---------------------------------------------------------------------------------------------------------------
Cash dividends                                            0.0425        0.0425          0.1275          0.1275
- ---------------------------------------------------------------------------------------------------------------
</Table>

See accompanying notes.


<Page>




SUNCOR ENERGY INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)


<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------
                                                                          SEPTEMBER 30                     December 31
($ millions)                                                                      2002                            2001
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>                 <C>          <C>
ASSETS
Current assets
   Cash and cash equivalents                                                         1                               1
   Accounts receivable                                                             360                             306
   Income taxes recoverable                                                          5                              28
   Future income taxes                                                              43                              29
   Inventories                                                                     266                             258
- -----------------------------------------------------------------------------------------------------------------------
Total current assets                                                               675                             622
Property, plant and equipment, net                                               7 441                           7 141
Deferred charges and other                                                         189                             199
Future income taxes                                                                127                             132
- -----------------------------------------------------------------------------------------------------------------------
Total assets                                                                     8 432                           8 094
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Short-term borrowings                                                             -                              31
   Accounts payable and accrued liabilities                                        532                             672
   Future income taxes                                                              18                              28
   Taxes other than income taxes                                                    46                              42
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                          596                             773
Long-term borrowings (notes 2 and 4)                                             2 967                           3 113
Accrued liabilities and other                                                      239                             251
Future income taxes (note 2)                                                     1 406                           1 177
Shareholders' equity (see below)                                                 3 224                           2 780
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                       8 432                           8 094
- -----------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
                                                              NUMBER                               Number
- -----------------------------------------------------------------------------------------------------------------------
Preferred securities (note 2)                             17 540 000               524         17 540 000          525
Share capital                                            448 694 818               575        445 956 490          555
Retained earnings (note 2)                                                       2 125                           1 700
- -----------------------------------------------------------------------------------------------------------------------
                                                                                 3 224                           2 780
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</Table>

See accompanying notes.


<Page>



SUNCOR ENERGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------
                                                                         Third quarter       Nine months ended Sept 30
- -----------------------------------------------------------------------------------------------------------------------
($ millions)                                                        2002          2001           2002             2001
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>             <C>            <C>
OPERATING ACTIVITIES
- -----------------------------------------------------------------------------------------------------------------------
Cash flow provided from operations (1)                               447           177            980              698
Decrease (increase) in operating working capital
   Accounts receivable                                                13            46            (54)              59
   Inventories                                                       (45)          (38)            (8)             (47)
   Accounts payable and accrued liabilities                           (5)           44           (140)             (70)
   Taxes payable                                                      32           (50)            43              (16)
- -----------------------------------------------------------------------------------------------------------------------
Cash provided from operating activities                              442           179            821              624
- -----------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                   (202)         (409)          (563)          (1 280)
- -----------------------------------------------------------------------------------------------------------------------
NET CASH SURPLUS (DEFICIENCY) BEFORE FINANCING ACTIVITIES            240          (230)           258             (656)
- -----------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings                          (5)          (32)           (31)             (42)
Proceeds from issuance of long-term
    borrowings (note 4)                                                -           500            797              500
Net increase (decrease) in other
    long-term borrowings                                            (216)         (216)          (950)             255
Issuance of common shares under
    stock option plan                                                  5             6             16               14
Dividends paid on preferred securities (2)                           (12)          (12)           (36)             (36)
Dividends paid on common shares                                      (18)          (19)           (54)             (55)
- -----------------------------------------------------------------------------------------------------------------------
Cash provided from (used in) financing activities                   (246)          227           (258)             636
- -----------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                  (6)           (3)             -              (20)
CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                             7             4              1               21
- -----------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                                   1             1              1                1
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------

PER COMMON SHARE (dollars)
(1) Cash flow provided from operations                              1.00          0.40           2.19             1.57
(2) Dividends paid on preferred securities (pre-tax)                0.03          0.03           0.08             0.08
- -----------------------------------------------------------------------------------------------------------------------
     Cash flow provided from operations after
     deducting dividends paid on preferred securities               0.97          0.37           2.11             1.49
- -----------------------------------------------------------------------------------------------------------------------
</Table>

See accompanying notes.


<Page>


SUNCOR ENERGY INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)


<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------
                                                                     Preferred          Share        Retained
($ millions)                                                        Securities        Capital        Earnings
- --------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>            <C>
AT DECEMBER 31, 2000, AS PREVIOUSLY REPORTED                               514            537           1 421
Retroactive adjustment for change in
   accounting policy, net of tax (note 2)                                   (4)             -               3
- --------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2000, AS RESTATED                                          510            537           1 424
Net earnings                                                                 -              -             362
Dividends paid on preferred securities, net of tax                           -              -             (21)
Dividends paid on common shares                                              -              -             (55)
Issued for cash under stock option plan                                      -             14               -
Issued under dividend reinvestment plan                                      -              2              (2)
Revaluation of US$ preferred securities (note 2)                            13              -             (10)
- --------------------------------------------------------------------------------------------------------------
AT SEPTEMBER 30, 2001                                                      523            553           1 698
- --------------------------------------------------------------------------------------------------------------

AT DECEMBER 31, 2001, AS PREVIOUSLY REPORTED                               514            555           1 708
Retroactive adjustment for change in
   accounting policy, net of tax (note 2)                                   11              -              (8)
- --------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2001, AS RESTATED                                          525            555           1 700
Net earnings                                                                 -              -             503
Dividends paid on preferred securities, net of tax                           -              -             (21)
Dividends paid on common shares                                              -              -             (54)
Issued for cash under stock option plan                                      -             16               -
Issued under dividend reinvestment plan                                      -              4              (4)
Revaluation of US$ preferred securities (note 2)                            (1)             -               1
- --------------------------------------------------------------------------------------------------------------
At September 30, 2002                                                      524            575           2 125
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</Table>

See accompanying notes.


<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.   ACCOUNTING POLICIES

These interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles and follow
the same accounting policies and methods of computation as, and should be
read in conjunction with, the most recent annual financial statements, with
the exception of the change in accounting with respect to the translation of
Foreign Currency discussed in note 2.

In connection with the company's January 10, 2002 U.S. debt/equity shelf
prospectus, the company is required to reconcile these interim consolidated
financial statements to U.S. generally accepted accounting principles by
November 29, 2002. When available, this reconciliation will be filed with the
U.S. Securities and Exchange Commission and Canadian securities regulatory
authorities and it shall be deemed to be incorporated by reference into these
interim consolidated financial statements.

2.   CHANGE IN ACCOUNTING POLICY

The company has retroactively adopted the new Canadian accounting standard for
Foreign Currency Translation, and as a result, all prior periods have been
restated. This standard applies to the company's foreign-currency denominated
preferred securities and long-term borrowings.

i)  FOREIGN-CURRENCY DENOMINATED PREFERRED SECURITIES

As a result of this change in accounting policy, preferred securities, retained
earnings and long-term future tax liabilities on the consolidated balance sheets
were restated for all prior periods.

The impact for the third quarter of 2002 was an increase to preferred securities
of $11 million, a decrease to retained earnings of $8 million and a decrease to
long-term future tax liabilities of $3 million. For the nine months ended
September 30, 2002, preferred securities were decreased by $1 million, retained
earnings were increased by $1 million and there was a nil impact on long-term
future tax liabilities.

The impact for the third quarter of 2001 was an increase to preferred securities
of $10 million, a decrease to retained earnings of $8 million and a decrease to
long-term future tax liabilities of $2 million. For the nine months ended
September 30, 2001, preferred securities were increased by $13 million, retained
earnings were decreased by $10 million and long-term future tax liabilities were
decreased by $3 million.

ii)  FOREIGN-CURRENCY DENOMINATED LONG-TERM BORROWINGS

In the third quarter of 2002, the impact of this change in accounting policy was
to decrease net earnings by $26 million and decrease long-term future tax
liabilities by $8 million. For the nine months ended September 30, 2002, net
earnings were increased by $6 million and long-term future tax liabilities were
increased by $1 million.
<PAGE>

iii)  TOTAL IMPACT ON NET EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS

For the third quarter of 2002, basic earnings per share decreased from $0.46 to
$0.38, while diluted earnings per share decreased from $0.45 to $0.37 for the
retroactive change in accounting policy. For the nine months ended September 30,
2002, basic earnings per share increased from $1.07 to $1.08 and diluted
earnings per share increased from $1.06 to $1.07 for the retroactive change in
accounting policy.

For the third quarter of 2001, both basic and diluted earnings per share
decreased from $0.15 to $0.13 for the retroactive change in accounting policy.
For the nine months ended September 30, 2001, basic earnings per share decreased
from $0.77 to $0.74 and diluted earnings per share decreased from $0.76 to $0.73
for the retroactive change in accounting policy.

3.   FINANCING EXPENSES

<Table>
<Caption>
     ---------------------------------------------------------------------------------------------
                                                    third quarter       nine months ended Sept 30
     ---------------------------------------------------------------------------------------------
     ($ millions)                         2002               2001               2002         2001
     ---------------------------------------------------------------------------------------------
     <S>                                  <C>       <C>                         <C>          <C>
     Borrowing cost                         40                 37                118          107
     Capitalized interest                   (6)               (31)               (15)         (92)
     ---------------------------------------------------------------------------------------------
       Total borrowing expense              34                  6                103           15
       Foreign exchange (gain) loss
         on long-term borrowings            34                  -                 (7)          (1)
     ---------------------------------------------------------------------------------------------
       Total financing expenses             68                  6                 96           14
     ---------------------------------------------------------------------------------------------
     ---------------------------------------------------------------------------------------------
</Table>

4.   ISSUANCE OF 7.15% NOTES

On January 29, 2002, the company issued 7.15% Notes with a principal amount of
$US500 million (CDN$ equivalent of $793 million at September 30, 2002). These
notes bear interest, which is payable semi-annually, and mature on February 1,
2032. The net proceeds received were used to repay commercial paper and bank
borrowings.
<PAGE>

5.   RECONCILIATION OF BASIC AND DILUTED EARNINGS PER COMMON SHARE

<Table>
<Caption>
     -------------------------------------------------------------------------------------------------------
                                                                                       nine months ended
                                                                  third quarter                  Sept 30
     -------------------------------------------------------------------------------------------------------
     ($ millions)                                          2002            2001         2002        2001
     -------------------------------------------------------------------------------------------------------
     <S>                                                   <C>    <C>                   <C>      <C>
     Net earnings attributable to common shareholders       169              57          483         331
     Dividends on preferred securities                        7               -***        21           -****
     -------------------------------------------------------------------------------------------------------
     Net earnings before deducting dividends on
     preferred securities                                   176              57          504         331
     -------------------------------------------------------------------------------------------------------
     -------------------------------------------------------------------------------------------------------

     (millions of common shares )
     Weighted-average number of common shares               448             445          447         445
     Dilutive securities
        Options/shares issued under long
         term incentive plans                                 6               6            6           6
        Redemption of preferred securities
         by the issuance of common shares                    20               -***        20           -****
     -------------------------------------------------------------------------------------------------------
     Weighted-average number of diluted common
     shares                                                 474             451          473         451
     -------------------------------------------------------------------------------------------------------
     -------------------------------------------------------------------------------------------------------

     (dollars per common share)
     Basic earnings per share*                             0.38            0.13         1.08        0.74
     Diluted earnings per share                            0.37**          0.13***      1.07**      0.73****
     -------------------------------------------------------------------------------------------------------
     -------------------------------------------------------------------------------------------------------
</Table>

     * Basic earnings per share is the net earnings attributable to common
     shareholders divided by the weighted-average number of common shares.

     ** Diluted earnings per share is the net earnings before deducting
     dividends on preferred securities divided by the weighted-average number
     of diluted common shares.

     *** For the third quarter of 2001, diluted earnings per share is the net
     earnings attributable to common shareholders divided by the
     weighted-average number of diluted common shares. Dividends on preferred
     securities of $8 million and the redemption of preferred securities by the
     issuance of 27 million common shares have an anti-dilutive impact,
     therefore they are not included in the calculation of diluted earnings per
     share.

     **** For the nine months ended September 30, 2001, diluted earnings per
     share is the net earnings attributable to common shareholders divided by
     the weighted-average number of diluted common shares. Dividends on
     preferred securities of $21 million and the redemption of preferred
     securities by the issuance of 28 million common shares have an
     anti-dilutive impact, therefore they are not included in the calculation
     of diluted earnings per share.
<PAGE>

6.   INCOME TAXES

Effective April 15, 2002, the Alberta government passed legislation that reduced
provincial income tax rates by 0.5%. The future tax balances for the company
were revalued at the new rates resulting in a cumulative future tax recovery of
$10 million. (In 2001, Alberta and Ontario rate reductions resulted in a
cumulative future tax recovery of $43 million). The new rates are reflected in
the tax provisions for the current year. The income tax rate reduction did not
affect the company's cash flow or liquidity.

In the second quarter, the Ontario government announced in its 2002 Budget that
it intended to delay certain provincial tax rate reduction legislation that was
passed in 2001. Since draft legislation was not introduced with the Budget, this
proposed delay of rate reductions was not reflected in the tax provision in the
second quarter of 2002. Subject to the substantive enactment of the proposed
rate reduction delay, it is estimated that the company's future tax balances
will increase by $1 million, assuming no further changes are announced and
substantively enacted. As at September 30, 2002, the Ontario government had not
yet substantively enacted this proposed rate reduction delay and therefore the
company has not recognized the effects of the proposed rate reduction delay at
September 30, 2002.

7.   STOCK-BASED COMPENSATION

- ------------------------------------------------------------------------------

A STOCK OPTION GIVES THE HOLDER THE RIGHT TO PURCHASE COMMON SHARES AT A
PREDETERMINED PRICE OVER A SPECIFIED PERIOD OF TIME.

AFTER THE DATE OF GRANT, EMPLOYEES THAT HOLD OPTIONS MUST EARN THE RIGHTS TO
EXERCISE THEM. THIS IS DONE BY THE EMPLOYEE FULFILLING A TIME REQUIREMENT FOR
SERVICE TO THE COMPANY, AND WITH RESPECT TO CERTAIN OPTIONS, SUBJECT TO
ACCELERATED VESTING SHOULD THE COMPANY MEET PREDETERMINED PERFORMANCE CRITERIA.
ONCE THIS RIGHT HAS BEEN EARNED, THESE OPTIONS ARE CONSIDERED VESTED. OPTIONS
GRANTED TO NON-EMPLOYEE DIRECTORS VEST AND ARE EXERCISABLE IMMEDIATELY.

THE PREDETERMINED PRICE AT WHICH AN OPTION CAN BE EXERCISED IS EQUAL TO THE
MARKET PRICE OF THE COMMON SHARES ON THE DATE THE OPTIONS ARE GRANTED.

SEE BELOW FOR MORE TECHNICAL DETAILS AND NUMBERS ON THE COMPANY'S STOCK OPTION
PLANS:

- ------------------------------------------------------------------------------

On April 30, 2002, the company granted 8,334,240 options to all eligible
permanent full-time and part-time employees, both executive and non-executive,
under its new employee long-term incentive plan ("SunShare") which was approved
at the Annual General Meeting of shareholders. Under SunShare, meeting of
specified performance targets may accelerate vesting, however all unvested
options which have not previously expired or been cancelled will automatically
vest on January 1, 2012. For the nine months ended September 30, 2002, an
additional 341,490 SunShare options were granted to new employees subsequent to
the initial grant, of which 276,890 were granted in the third quarter.

Under the company's other plan, 14,100 options were granted in the third quarter
of 2002 and 1,802,000 options were granted in the nine months ended September
30, 2002. In 2001, 3,000 options were granted in the third quarter and 2,178,220
options were granted in the nine months ended September 30.
<PAGE>

The fair values of all common share options granted are estimated as at the
grant date using the Black-Scholes option-pricing model. The weighted-average
fair values of the options granted during the year and the weighted-average
assumptions used in their determination are as noted below:

<Table>
<Caption>
     ----------------------------------------------------------------------------------------------------------
                                                                                              nine months ended
                                                                      third quarter                     Sept 30
     ----------------------------------------------------------------------------------------------------------
     ($ millions)                                          2002                2001          2002          2001
     ----------------------------------------------------------------------------------------------------------
     <S>                                                 <C>          <C>                 <C>           <C>
     Weighted-average fair value per option
                                                         $12.41               $6.72        $12.07         $6.40

     Annual dividend per share                            $0.17               $0.17         $0.17         $0.17
     Risk-free interest rate                              4.90%               4.78%         5.40%         5.20%
     Expected life                                      8 years             5 years       8 years       5 years
     Expected volatility                                    32%                 31%           31%           36%
     ----------------------------------------------------------------------------------------------------------
     ----------------------------------------------------------------------------------------------------------
</Table>

The company does not recognize any compensation costs related to stock options
granted to employees and non-employee directors. Had compensation cost been
determined based on the fair values at the grant dates, the cost of which is
recognized over the vesting periods of the options granted, the company's net
earnings and earnings per share would have been reduced to the amounts below:

<Table>
<Caption>
     ----------------------------------------------------------------------------------------------------------
                                                                                              nine months ended
                                                                      third quarter                     Sept 30
     ----------------------------------------------------------------------------------------------------------
     ($ millions, except per share amounts and
     numbers of options)                                   2002                2001          2002          2001
     ----------------------------------------------------------------------------------------------------------
     <S>                                                   <C>        <C>                    <C>        <C>
     Compensation costs                                       5                   -            26             9

     Net earnings attributable to common
     shareholders
        As reported                                         169                  57           483           331
        Pro forma                                           164                  57           457           322
     Basic earnings per share
        As reported                                        0.38                0.13          1.08          0.74
        Pro forma                                          0.37                0.13          1.02          0.72
     Diluted earnings per share
        As reported                                        0.37                0.13          1.07          0.73
        Pro forma                                          0.36                0.13          1.01          0.71
</Table>

8.   SUPPLEMENTAL INFORMATION

<Table>
<Caption>
     ----------------------------------------------------------------------------------------------------------
                                                                                              nine months ended
                                                                      third quarter                     Sept 30
     ----------------------------------------------------------------------------------------------------------
     ($ millions)                                          2002                2001          2002          2001
     ----------------------------------------------------------------------------------------------------------
     <S>                                                   <C>        <C>                    <C>           <C>
     Interest paid                                           65                  41           123           111
     Income taxes paid (refunded)                           (17)                  -            (4)           23
     ----------------------------------------------------------------------------------------------------------
     ----------------------------------------------------------------------------------------------------------
</Table>
<PAGE>

HEDGE POSITION AS AT SEPTEMBER 30, 2002

<Table>
<Caption>
- -------------------------------------------------------------------------------------------
                              QUANTITY
                             (BBL/DAY)            PRICE - US$ (WTI)           PRICE - CDN$*
- -------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                       <C>
2002
Crude oil swaps                 57 000                       $20.42                  $32.38
Costless collars                10 000              $21.00 - $26.19         $33.30 - $41.53
Costless collars                12 000              $22.00 - $26.28         $34.89 - $41.67
Costless collars                18 000              $23.00 - $27.59         $36.47 - $43.75
Costless collars                 3 000              $23.50 - $28.15         $37.27 - $44.64
2003
Crude oil swaps                 15 000                       $24.46                  $38.79
Costless collars                44 000              $21.00 - $25.74         $33.30 - $40.82
Costless collars                16 000              $22.00 - $25.07         $34.89 - $39.76
2004
Crude oil swaps                 25 000                       $22.85                  $36.24
Costless collars                11 000              $21.00 - $23.65         $33.30 - $37.50
2005
Crude oil swaps                 21 000                       $21.85                  $34.65
- -------------------------------------------------------------------------------------------
</Table>

* For presentation purposes, these US$ hedges have been converted to a CDN$
  equivalent based on the period end US$/CDN$ exchange rate of 1.5858.

For 2002, the company has in place U.S. dollar swaps in the amount of $US314
million, at an exchange rate of CDN$/US$ of $0.705.

9.   SALE OF THE RETAIL NATURAL GAS MARKETING BUSINESS

Effective May 2, 2002, the company sold its retail natural gas marketing
business in the Energy Marketing and Refining segment. The earnings impact of
the sale was $37 million pre-tax, $34 million after-tax. Proceeds of $66 million
were reduced by closing costs and adjustments to result in net proceeds of $61
million, which decreased cash used in investing activities.

10.  GOODWILL

Effective January 1, 2002, the company adopted the new Canadian Accounting
Standard for Goodwill and Other Intangible Assets. Accordingly, goodwill is no
longer amortized to earnings but periodically tested for impairment. Upon
adoption of these new recommendations, goodwill must be tested for impairment as
of the beginning of the current year. This initial assessment has been completed
and no reduction of the carrying value was required.

11.  COMPARATIVE FIGURES

Certain of the prior period comparative figures have been reclassified to
conform with the current period's presentation.

<Page>


SUNCOR ENERGY INC.
COMMON SHARE INFORMATION AND RATIOS
(unaudited)


<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------
                                                                                       2002           2001
- -----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>
COMMON SHARE INFORMATION
For the nine months ended September 30
Average number outstanding, weighted monthly (thousands)                            447 465        444 782*
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

As at September 30
Share price at end of trading
    Toronto Stock Exchange            - $Canadian                                     27.31          22.00
    New York Stock Exchange           - $US                                           16.95          13.94
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Book value per common share           - $Canadian                                      7.18           6.23
                                      - $US                                            4.53           3.94
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Common share options outstanding                                                 20 501 721     12 022 588
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

RATIOS

- -----------------------------------------------------------------------------------------------------------
As at September 30
Debt to debt plus shareholders' equity (%)                                             47.9           51.1
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

For the twelve months ended September 30
Net debt to cash flow provided from operations (times)                                  2.7            3.2
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Interest coverage on long-term debt (times)
   Net income                                                                           5.7            4.7
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
   Cash flow from operations                                                            8.1            6.8
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</Table>

* Reflects a two-for-one share split effective May 15, 2002.



<PAGE>

SUNCOR ENERGY INC.
SCHEDULES OF SEGMENTED DATA
(unaudited)

<Table>
<Caption>
                                                                                                                 Third quarter
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                Energy          Corporate
                                                                               Marketing           and
                                           Oil Sands        Natural Gas      and Refining      Eliminations          Total
- ------------------------------------------------------------------------------------------------------------------------------
($ millions)                             2002     2001     2002     2001     2002     2001     2002     2001     2002     2001
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
EARNINGS

REVENUES
Sales and other
  operating revenues                       585     335       62       63      578      650        -        -    1 225    1 048
Intersegment revenues                      132      38       10       17        -        3     (142)     (58)       -        -
Interest                                     -       -        -        -        -        -        -        3        -        3
- ------------------------------------------------------------------------------------------------------------------------------
                                           717     373       72       80      578      653     (142)     (55)   1 225    1 051
- ------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Purchases of crude
  oil and products                          41      31        2        5      376      450     (140)     (58)     279      428
Operating, selling
  and general                              187     126       19       16       84       85       17       24      307      251
Exploration                                  -       -        7        2        -        -        -        -        7        2
Royalties                                    8       7       16       17        -        -        -        -       24       24
Taxes other than
  income taxes                               6       3        -        1       87       90        1        1       94       95
Depreciation, depletion
  and amortization                         119      55       18       17       16       13        -        -      153       85
(Gain) loss on disposal
  of assets                                  -       1        -       (1)       -        -        -        -        -        -
Project start-up costs                       2      42        -        -        -        -        -        -        2       42
Restructuring                                -       -        -       (2)       -        -        -        -        -       (2)
Financing expenses                           -       -        -        -        -        -       68        6       68        6
- ------------------------------------------------------------------------------------------------------------------------------
                                           363     265       62       55      563      638      (54)     (27)     934      931
- ------------------------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) BEFORE
  INCOME TAXES                             354     108       10       25       15       15      (88)     (28)     291      120
Income taxes                              (120)    (39)      (9)     (12)      (6)      (3)      28        7     (107)     (47)
- ------------------------------------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS)                        234      69        1       13        9       12      (60)     (21)     184       73
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
<PAGE>


SUNCOR ENERGY INC.
SCHEDULES OF SEGMENTED DATA (continued)
(unaudited)


<Table>
<Caption>
                                                                                                                 Third quarter
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                Energy          Corporate
                                                                               Marketing           and
                                           Oil Sands        Natural Gas      and Refining      Eliminations          Total
($ millions)                             2002     2001     2002     2001     2002     2001     2002     2001     2002     2001
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
CASH FLOW BEFORE
 FINANCING ACTIVITIES

CASH PROVIDED FROM (USED IN)
 OPERATING ACTIVITIES:
  Cash flow provided from
   (used in) operations
     Net earnings (loss)                  234       69        1       13        9       12      (60)     (21)     184       73
     Exploration expenses
       Cash                                 -        -        2        1        -        -        -        -        2        1
       Dry hole costs                       -        -        5        1        -        -        -        -        5        1
     Non-cash items included
       in earnings
       Depreciation, depletion
         and amortization                 119       55       18       17       16       13        -        -      153       85
       Future income taxes                115       30        8       11       (1)       3      (30)     (10)      92       34
       Current income tax provision
         allocated to Corporate             4        9        1        1        6        -      (11)     (10)       -        -
       (Gain) loss on disposal of assets    -        1        -       (1)       -        -        -        -        -        -
       Restructuring                        -        -        -       (3)       -        -        -        -        -       (3)
       Other                                6        1        1        1        3        1       37        3       47        6
     Overburden removal outlays           (33)      (8)       -        -        -        -        -        -      (33)      (8)
     Overburden removal outlays -
       Project Millenium (start-up
         period)                            -      (18)       -        -        -        -        -        -        -      (18)
     Increase (decrease) in
       deferred credits and other          (1)       -        -        1        1        1       (3)       4       (3)       6
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash flow provided from
    (used in) operations                  444      139       36       42       34       30      (67)     (34)     447      177
  Decrease (increase) in operating
    working capital                       (30)     (10)       2        9        4       (5)      19        8       (5)       2
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash provided from (used in)
    operating activities                  414      129       38       51       38       25      (48)     (26)     442      179
- ------------------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES:
  Capital and exploration
    expenditures                         (150)    (384)     (32)     (24)     (15)     (13)      (2)      (5)    (199)    (426)
  Deferred maintenance
    shutdown expenditures                   -       (2)       -        -       (2)       -        -        -       (2)      (2)
  Deferred outlays and
    other investments                      (1)      (2)       -       (1)       2        1       (2)       2       (1)       -
  Proceeds from disposals                   -       10        -        9        -        -        -        -        -       19
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash used in
    investing activities                 (151)    (378)     (32)     (16)     (15)     (12)      (4)      (3)    (202)    (409)
- ------------------------------------------------------------------------------------------------------------------------------
NET CASH SURPLUS (DEFICIENCY)
 BEFORE FINANCING ACTIVITIES              263     (249)       6       35       23       13      (52)     (29)     240     (230)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
<PAGE>


SUNCOR ENERGY INC.
SCHEDULES OF SEGMENTED DATA (continued)
(unaudited)


<Table>
<Caption>
                                                                                                     Nine months ended Sept 30
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                Energy          Corporate
                                                                               Marketing           and
                                           Oil Sands        Natural Gas      and Refining      Eliminations          Total
- ------------------------------------------------------------------------------------------------------------------------------
($ millions)                             2002     2001     2002     2001     2002     2001     2002     2001     2002     2001
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
EARNINGS

REVENUES
Sales and other
  operating revenues                    1 605      929      194     334     1 735    2 027        1        -     3 535   3 290
Intersegment revenues                     247      124       28      61         -        3     (275)    (188)        -       -
Interest                                    -        -        -       -         -        -        1        4         1       4
- ------------------------------------------------------------------------------------------------------------------------------
                                        1 852    1 053      222     395     1 735    2 030     (273)    (184)    3 536   3 294
- ------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Purchases of crude
  oil and products                         80       90       16       9     1 173    1 366     (281)    (183)      988   1 282
Operating, selling
  and general                             595      366       52      46       253      252       57       74       957     738
Exploration                                 -        -       15       7         -        -        -        -        15       7
Royalties                                  25       25       45      94         -        -        -        -        70     119
Taxes other than
  income taxes                             17        9        1       2       256      262        1        1       275     274
Depreciation, depletion
  and amortization                        323      166       55      52        44       41        1        -       423     259
(Gain) loss on disposal
  of assets                                 -        1       (1)      1         -        -        -        -        (1)      2
(Gain) on sale of retail natural
  gas marketing business                    -        -        -       -       (37)       -        -        -       (37)      -
Project start-up costs                      2       65        -       -         -        -        -        -         2      65
Write-off oil shale assets                  -        -        -       -         -        -        -       48         -      48
Restructuring                               -        -        -      (2)        -        -        -        -         -      (2)
Financing expenses                          -        -        -       -         -        -       96       14        96      14
- ------------------------------------------------------------------------------------------------------------------------------
                                        1 042      722      183     209     1 689    1 921     (126)     (46)    2 788   2 806
- ------------------------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) BEFORE
  INCOME TAXES                            810      331       39     186        46      109     (147)    (138)      748     488
Income taxes                             (263)     (85)     (21)    (81)       (4)     (29)      43       69      (245)   (126)
- ------------------------------------------------------------------------------------------------------------------------------
NET EARNINGS (LOSS)                       547      246       18     105        42       80     (104)     (69)      503     362
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------

CAPITAL EMPLOYED
As At September 30                      4 720    1 382      467     300       503      506      118       13     5 808   2 201
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Twelve months ended
  September 30
RETURN ON AVERAGE
  CAPITAL EMPLOYED (%)                   14.6     22.8      7.7    35.8       8.3     21.7        -        -      11.8    21.5
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
RETURN ON AVERAGE
  CAPITAL EMPLOYED (%)*                  11.8      7.6      7.7    35.8       8.3     21.7        -        -       9.9     9.6
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</Table>

* The company's definition of capital employed excludes capitalized costs
  related to major projects in progress. If capital employed were to include
  these capitalized costs, the return on average capital employed would be as
  stated on this line
<PAGE>


SUNCOR ENERGY INC.
SCHEDULES OF SEGMENTED DATA (continued)
(unaudited)


<Table>
<Caption>
                                                                                                     Nine months ended Sept 30
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                Energy          Corporate
                                                                               Marketing           and
                                           Oil Sands        Natural Gas      and Refining      Eliminations          Total
($ millions)                             2002     2001     2002     2001     2002     2001     2002     2001     2002     2001
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
CASH FLOW BEFORE
 FINANCING ACTIVITIES

CASH PROVIDED FROM (USED IN)
 OPERATING ACTIVITIES:
  Cash flow provided from
  (used in) operations
    Net earnings (loss)                   547      246       18     105        42       80     (104)     (69)      503     362
    Exploration expenses
      Cash                                  -        -        4       4         -        -        -        -         4       4
      Dry hole costs                        -        -       11       3         -        -        -        -        11       3
    Non-cash items included
      in earnings
      Depreciation, depletion
        and amortization                  323      166       55      52        44       41        1        -       423     259
      Future income taxes                 256       72       19      79        (9)      (4)     (56)     (37)      210     110
      Current income tax provision
        allocated to Corporate              7       13        2       2        13       33      (22)     (48)        -       -
      (Gain) loss on disposal of assets     -        1       (1)      1         -        -        -        -        (1)      2
      (Gain) on sale of retail natural
        gas marketing business              -        -        -       -       (37)       -        -        -       (37)      -
      Write-off of oil shale assets         -        -        -       -         -        -        -       48         -      48
      Restructuring                         -        -        -      (3)        -        -        -        -         -      (3)
      Other                                15       (9)       3       2         7        2        1        5        26       -
    Overburden removal outlays           (118)     (23)       -       -         -        -        -        -      (118)    (23)
    Overburden removal outlays -
      Project Millenium
        (start-up period)                   -      (55)       -       -         -        -        -        -         -     (55)
    Increase (decrease) in
      deferred credits and other           (5)     (15)       -       -         -       (5)     (36)      11       (41)     (9)
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash flow provided from
    (used in) operations                1 025      396      111     245        60      147     (216)     (90)      980     698
  Decrease (increase) in operating
    working capital                      (180)     (54)       8      52       (30)     (32)      43      (40)     (159)    (74)
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash provided from (used in)
    operating activities                  845      342      119     297        30      115     (173)    (130)      821     624
- ------------------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES:
  Capital and exploration
    expenditures                         (416)  (1 166)    (129)    (84)      (29)     (26)      (6)      (8)     (580) (1 284)
  Deferred maintenance
    shutdown expenditures                  (5)      (4)       -      (2)      (18)       -        -        -       (23)     (6)
  Deferred outlays and
    other investments                      (4)      (2)       -      (1)      (17)       -       (1)      (6)      (22)     (9)
  Proceeds from disposals                   -       10        1       9        61        -        -        -        62      19
- ------------------------------------------------------------------------------------------------------------------------------
  Total cash used in
    investing activities                 (425)  (1 162)    (128)    (78)       (3)     (26)      (7)     (14)     (563) (1 280)
- ------------------------------------------------------------------------------------------------------------------------------
NET CASH SURPLUS (DEFICIENCY)
 BEFORE FINANCING ACTIVITIES              420     (820)      (9)    219        27       89     (180)    (144)      258    (656)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
<Page>


SUNCOR ENERGY INC.
QUARTERLY OPERATING SUMMARY
(unaudited)


<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                    For the quarter ended       Nine months ended     Total year
- ---------------------------------------------------------------------------------------------------------------------------------
                                      SEPT 30    June 30     Mar 31    Dec 31     Sept 30      SEPT 30    Sept 30
                                         2002       2002       2002      2001        2001         2002       2001           2001
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>         <C>       <C>        <C>          <C>        <C>              <C>
OIL SANDS
PRODUCTION (a)                          207.9      207.6      179.3     153.0       116.5        198.4      113.2          123.2
SALES (a)
   - light sweet crude oil              114.1       90.8       96.8      62.4        54.2        100.6       54.0           56.2
   - diesel                              22.4       23.8       20.2      15.3        15.0         22.1       14.6           14.8
   - light sour crude oil                54.8       73.8       70.8      64.3        40.6         66.4       34.5           42.0
   - bitumen                             15.4        8.9        0.3       4.3         8.0          8.3        9.9            8.5
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL SALES                             206.7      197.3      188.1     146.3       117.8        197.4      113.0          121.5
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE SALES PRICE (b)
   - light sweet crude oil              39.80      37.07      33.55     30.22       35.20        37.00      35.78          34.17
   - other (diesel, light sour
     crude oil and bitumen)             30.86      30.33      25.53     20.12       28.21        29.01      27.08          24.86
   - total                              35.79      33.43      29.66     24.43       31.43        33.08      31.24          29.17
   - total *                            40.40      36.68      30.62     25.65       37.37        36.09      37.95          34.21
CASH OPERATING COSTS (1), (c)           12.05      12.60      16.35     17.45       18.25        13.60      16.85          17.00
TOTAL OPERATING COSTS (2), (c)          16.55      16.65      19.05     19.40       20.95        17.40      19.70          19.60

NATURAL GAS
GROSS PRODUCTION **
Conventional
  - natural gas (d)                       181        179        175       180         176          178        176            177
  - natural gas liquids (a)               2.3        2.5        2.5       2.4         2.4          2.4        2.4            2.4
  - crude oil (a)                         1.3        1.7        1.4       1.3         1.5          1.5        1.5            1.5
  - total gross production (e)           33.8       34.0       33.0      33.7        33.2         33.6       33.2           33.4

AVERAGE SALES PRICE
  - natural gas (f)                      3.56       3.92       3.21      3.10        3.90         3.57       7.12           6.09
  - natural gas (f) *                    3.56       3.92       3.21      3.09        3.90         3.57       7.16           6.12
  - natural gas liquids (b)             31.66      28.25      22.53     23.47       30.26        27.42      38.05          34.38
  - crude oil - conventional (b)        33.57      30.99      29.15     27.17       33.17        31.22      35.78          33.92
  - crude oil - conventional (b) *      40.30      34.82      30.50     28.60       37.86        35.18      40.77          38.14

NET WELLS DRILLED
Conventional - exploratory ***              3          -         14        14           1           17          6             20
             - development                  2          5          9         6           7           16         12             18
- ---------------------------------------------------------------------------------------------------------------------------------
                                            5          5         23        20           8           33         18             38
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>


<Page>


SUNCOR INC.
QUARTERLY OPERATING SUMMARY (continued)
(unaudited)


<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                    For the quarter ended       Nine months ended     Total year
- ---------------------------------------------------------------------------------------------------------------------------------
                                      SEPT 30    June 30     Mar 31    Dec 31     Sept 30      SEPT 30    Sept 30
                                         2002       2002       2002      2001        2001         2002       2001           2001
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>        <C>         <C>       <C>        <C>          <C>        <C>         <C>
ENERGY MARKETING AND REFINING
REFINED PRODUCT SALES (g)
Transportation fuels
   Gasoline - retail ****                 4.6        4.5        4.3       4.5         4.4          4.5        4.3            4.3
            - other                       4.3        4.2        4.0       4.3         4.6          4.2        4.4            4.4
   Jet fuel                               0.4        0.4        0.3       0.4         0.7          0.3        0.8            0.7
   Diesel                                 2.8        3.1        2.4       2.9         3.0          2.8        3.1            3.1
- ---------------------------------------------------------------------------------------------------------------------------------
Total transportation fuel sales          12.1       12.2       11.0      12.1        12.7         11.8       12.6           12.5
Petrochemicals                            0.6        0.8        0.6       0.4         0.6          0.6        0.6            0.5
Heating oils                              0.1        0.4        0.7       0.4         0.2          0.4        0.4            0.4
Heavy fuel oils                           0.5        0.6        0.6       0.6         0.9          0.6        0.9            0.8
Other                                     0.8        0.9        0.6       0.5         0.7          0.8        0.6            0.6
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL REFINED PRODUCT SALES              14.1       14.9       13.5      14.0        15.1         14.2       15.1           14.8
- ---------------------------------------------------------------------------------------------------------------------------------

MARGINS (h)
Refining (3)                              4.4        3.8        4.1       3.7         4.3          4.2        6.3            5.7
Retail (4)                                6.9        6.8        6.1       6.9         5.9          6.6        6.5            6.6

CRUDE OIL SUPPLY AND REFINING
Processed at Suncor refinery (g)         11.1        7.8       11.3       9.2        11.0         10.1       10.6           10.2
Utilization of refining capacity (%)      100         70        102        83          99           91         95             92
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>

*     Excludes the impact of hedging activities.
**    Currently all Natural Gas production is located in the Western Canada
      Sedimentary Basin.
***   Excludes exploratory wells in progress.
****  Excludes sales through joint venture interests.


DEFINITIONS
(1) Cash operating costs  - operating, selling and general expenses, taxes
                            other than income taxes and overburden cash
                            expenditures for the period.

(2) Total operating costs - cash and non-cash operating costs (total Oil Sands
                            expenses less purchases of crude oil and products
                            and royalties in Schedules of Segmented Data).

(3) Refining margin       - average wholesale unit price from all products less
                            average unit cost of crude oil.

(4) Retail margin         - average street price of Sunoco branded retail
                            gasoline net of federal excise tax and other
                            adjustments less refining gasoline price.


<Table>
<S>                                          <C>                                      <C>
(a)  thousands of barrels per day            (d)  millions of cubic feet per day      (g)  thousands of cubic metres per day
(b)  dollars per barrel                      (e)  thousands of barrels of oil         (h)  cents per litre
(c)  dollars per barrel sold rounded              equivalent per day
     to the nearest $0.05                    (f)  dollars per thousand cubic feet
</Table>

METRIC CONVERSION
Crude oil, refined products, etc.       1m3 (cubic metre) = approx. 6.29 barrels

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>a2091951zex-2.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
<PAGE>

                                    EXHIBIT 2
<PAGE>

         CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, RICHARD L. GEORGE, President and Chief Executive Officer of Suncor
Energy Inc. certify that:

1.   I have reviewed this quarterly report on Form 6-K of Suncor Energy Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could
<PAGE>

significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

     DATED this 23rd day of October, 2002.

                               SUNCOR ENERGY INC.

                               PER: "RICHARD L. GEORGE"
                                     -------------------------------------
                                     RICHARD L. GEORGE
                                     President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>a2091951zex-3.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>
<PAGE>

                                    EXHIBIT 3
<PAGE>

         CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, STEVE W. WILLIAMS, Executive Vice President, Corporate Development and
Chief Financial Officer of Suncor Energy Inc. certify that:

1.   I have reviewed this quarterly report on Form 6-K of Suncor Energy Inc.;

2.   Based on my knowledge, this quarterly 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 quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (and persons performing the equivalent
function):

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could
<PAGE>

significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

     DATED this 23rd day of October, 2002.

                               SUNCOR ENERGY INC.

                               PER: "STEVE W. WILLIAMS"
                                    ---------------------------------------
                                    STEVE W. WILLIAMS
                                    Executive Vice President, Corporate
                                    Development and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>a2091951zex-4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<PAGE>

                                    EXHIBIT 4
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Suncor Energy Inc. (the
"Company") on Form 6-K for the period ending September 30, 2002 as furnished to
the Securities and Exchange Commission on the date hereto (the "Report"), I,
RICHARD L. GEORGE, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.   the Report fully complies with the requirements of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   the information contained in the Report fairly presents, in all material
     respects, the financial condition and result of operations of the Company.

     DATED this 23rd day of October, 2002.

                               SUNCOR ENERGY INC.

                               PER: "RICHARD L. GEORGE"
                                    -------------------------------------
                                    RICHARD L. GEORGE
                                    President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>a2091951zex-5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<PAGE>

                                    EXHIBIT 5
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Suncor Energy Inc. (the
"Company") on Form 6-K for the period ending September 30, 2002 as furnished to
the Securities and Exchange Commission on the date hereto (the "Report"), I,
STEVE W. WILLIAMS, Executive Vice President, Corporate Development and Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350,
as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge:

1.   the Report fully complies with the requirements of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   the information contained in the Report fairly presents, in all material
     respects, the financial condition and result of operations of the Company.

     DATED this 23rd day of October, 2002.

                               SUNCOR ENERGY INC.

                               PER: "STEVE W. WILLIAMS"
                                    ---------------------------------------
                                    STEVE W. WILLIAMS
                                    Executive Vice President, Corporate
                                    Development and Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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