EX-99.3 4 a2221926zex-99_3.htm EXHIBIT 99.3
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EXHIBIT 99.3

Unaudited Consolidated Financial Statements for the third quarter ended September 30, 2014

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)

			Three months ended September 30				Nine months ended September 30
($ millions)			2014		2013		2014		2013
Revenues and Other Income
	Operating revenues, net of royalties (note 3)		10 175		10 288		30 963		29 779
	Other income (note 4)		98		85		436		324
			10 273		10 373		31 399		30 103
Expenses
	Purchases of crude oil and products		4 642		4 603		12 992		13 101
	Operating, selling and general		2 345		2 321		7 403		6 937
	Transportation		200		205		628		573
	Depreciation, depletion, amortization and impairment (note 5)		1 110		1 089		4 940		3 117
	Exploration		57		38		314		247
	Gain on disposal of assets (note 14)		(84	)	(133	)	(80	)	(134	)
	Voyageur upgrader project charges (note 13)		—		—		—		176
	Financing expenses (income) (note 8)		571		(65	)	884		709
			8 841		8 058		27 081		24 726
Earnings before Income Taxes			1 432		2 315		4 318		5 377
Income Taxes
	Current		518		627		1 978		1 519
	Deferred		(5	)	(6	)	(275	)	390
			513		621		1 703		1 909
Net Earnings			919		1 694		2 615		3 468
Other Comprehensive Income (Loss)
Items that may be subsequently reclassified to earnings
	Foreign currency translation adjustment		176		(55	)	207		136
	Unrealized gain on assets available for sale, net of income taxes of $13 (note 15)		85		—		85		—
Items that will not be reclassified to earnings
	Actuarial (loss) gain on employee retirement benefit plans, net of income taxes		(166	)	(33	)	(222	)	353
Other Comprehensive Income (Loss)			95		(88	)	70		489
Total Comprehensive Income			1 014		1 606		2 685		3 957
Per Common Share (dollars) (note 10)
	Net earnings – basic		0.63		1.13		1.78		2.30
	Net earnings – diluted		0.62		1.13		1.78		2.30
	Cash dividends		0.28		0.20		0.74		0.53

See accompanying notes to the interim consolidated financial statements.

42   SUNCOR ENERGY INC. 2014 THIRD QUARTER

CONSOLIDATED BALANCE SHEETS
(unaudited)

($ millions)				Sept 30 2014		Dec 31 2013
Assets
	Current assets
		Cash and cash equivalents		5 351		5 202
		Accounts receivable		4 865		5 254
		Inventories		4 366		3 944
		Income taxes receivable		452		294
	Total current assets			15 034		14 694
	Property, plant and equipment, net			58 582		57 270
	Exploration and evaluation			2 220		2 772
	Other assets			582		422
	Goodwill and other intangible assets			3 084		3 092
	Deferred income taxes			65		65
Total assets				79 567		78 315
Liabilities and Shareholders' Equity
	Current liabilities
		Short-term debt		840		798
		Current portion of long-term debt		481		457
		Accounts payable and accrued liabilities		6 926		7 090
		Current portion of provisions		774		998
		Income taxes payable		1 109		1 263
	Total current liabilities			10 130		10 606
	Long-term debt			10 603		10 203
	Other long-term liabilities			1 875		1 464
	Provisions			4 440		4 078
	Deferred income taxes			10 536		10 784
	Shareholders' equity			41 983		41 180
	Total liabilities and shareholders' equity			79 567		78 315

See accompanying notes to the interim consolidated financial statements.

SUNCOR ENERGY INC. 2014 THIRD QUARTER    43

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

			Three months ended September 30				Nine months ended September 30
($ millions)			2014		2013		2014		2013
Operating Activities
Net earnings			919		1 694		2 615		3 468
Adjustments for:
	Depreciation, depletion, amortization and impairment		1 110		1 089		4 940		3 117
	Deferred income taxes		(5	)	(6	)	(275	)	390
	Accretion		49		50		151		148
	Unrealized foreign exchange loss (gain) on U.S. dollar denominated debt		456		(157	)	487		301
	Change in fair value of derivative contracts		(56	)	(151	)	(114	)	(63	)
	Gain on disposal of assets		(84	)	(133	)	(80	)	(134	)
	Share-based compensation		(37	)	195		118		133
	Exploration		16		8		96		59
	Settlement of decommissioning and restoration liabilities		(83	)	(84	)	(281	)	(342	)
	Other		(5	)	23		(91	)	(15	)
Decrease (increase) in non-cash working capital			625		(8	)	(645	)	702
Cash flow provided by operating activities			2 905		2 520		6 921		7 764
Investing Activities
Capital and exploration expenditures			(1 808	)	(1 539	)	(5 061	)	(5 004	)
Acquisitions (note 12)			(121	)	—		(121	)	(515	)
Proceeds from disposal of assets			180		904		210		910
Other investments			(13	)	(9	)	(48	)	(15	)
Decrease (increase) in non-cash working capital			109		(12	)	209		(184	)
Cash flow used in investing activities			(1 653	)	(656	)	(4 811	)	(4 808	)
Financing Activities
Net change in short-term debt			1		(42	)	—		(28	)
Net change in long-term debt			(4	)	—		(14	)	149
Repayment of long-term debt			—		(312	)	—		(312	)
Issuance of common shares under share option plans			34		36		237		80
Purchase of common shares for cancellation (note 7)			(523	)	(426	)	(1 178	)	(1 125	)
Dividends paid on common shares			(409	)	(299	)	(1 085	)	(798	)
Cash flow used in financing activities			(901	)	(1 043	)	(2 040	)	(2 034	)
Increase in Cash and Cash Equivalents			351		821		70		922
Effect of foreign exchange on cash and cash equivalents			68		(11	)	79		33
Cash and cash equivalents at beginning of period			4 932		4 530		5 202		4 385
Cash and Cash Equivalents at End of Period			5 351		5 340		5 351		5 340
Supplementary Cash Flow Information
Interest paid			72		70		439		421
Income taxes paid			604		399		2 272		1 083

See accompanying notes to the interim consolidated financial statements.

44   SUNCOR ENERGY INC. 2014 THIRD QUARTER

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)

($ millions)		Share Capital		Contributed Surplus		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total		Number of Common Shares (thousands)
At December 31, 2012		19 945		579		(210	)	18 901		39 215		1 523 057
Net earnings		—		—		—		3 468		3 468		—
Foreign currency translation adjustment		—		—		136		—		136		—
Actuarial gain on employee retirement benefit plans, net of income taxes of $121		—		—		—		353		353		—
Total comprehensive income		—		—		136		3 821		3 957		—
Issued under share option plans		124		(35	)	—		—		89		3 745
Issued under dividend reinvestment plan		22		—		—		(22	)	—		—
Purchase of common shares for cancellation		(453	)	—		—		(672	)	(1 125	)	(34 560	)
Change in liability for share purchase commitment		(86	)	—		—		(162	)	(248	)	—
Share-based compensation		—		42		—		—		42		—
Dividends paid on common shares		—		—		—		(798	)	(798	)	—
At September 30, 2013		19 552		586		(74	)	21 068		41 132		1 492 242
At December 31, 2013		19 395		598		115		21 072		41 180		1 478 315
Net earnings		—		—		—		2 615		2 615		—
Foreign currency translation adjustment		—		—		207		—		207		—
Unrealized gain on assets available for sale, net of income taxes of $13		—		—		85		—		85		—
Actuarial loss on employee retirement benefit plans, net of income taxes of $76		—		—		—		(222	)	(222	)	—
Total comprehensive income		—		—		292		2 393		2 685		—
Issued under share option plans		313		(28	)	—		—		285		7 515
Issued under dividend reinvestment plan		25		—		—		(25	)	—		—
Purchase of common shares for cancellation (note 7)		(382	)	—		—		(796	)	(1 178	)	(28 911	)
Change in liability for share purchase commitment		28		—		—		33		61		—
Share-based compensation		—		35		—		—		35		—
Dividends paid on common shares		—		—		—		(1 085	)	(1 085	)	—
At September 30, 2014		19 379		605		407		21 592		41 983		1 456 919

See accompanying notes to the interim consolidated financial statements.

SUNCOR ENERGY INC. 2014 THIRD QUARTER    45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. REPORTING ENTITY AND DESCRIPTION OF THE BUSINESS

Suncor Energy Inc. (Suncor or the company) is an integrated energy company headquartered in Canada. Suncor's operations include oil sands development and upgrading, onshore and offshore oil and gas production, petroleum refining, and product marketing primarily under the Petro-Canada brand. The consolidated financial statements of the company comprise the company and its subsidiaries and the company's interests in associates and jointly controlled entities.

The address of the company's registered office is 150 – 6th Avenue S.W., Calgary, Alberta, Canada, T2P 3E3.

2. BASIS OF PREPARATION

(a) Statement of Compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), specifically International Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the International Accounting Standards Board. They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013.

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as at October 29, 2014, the date the Audit Committee approved these statements on behalf of the Board of Directors.

(b) Basis of Measurement

The consolidated financial statements are prepared on a historical cost basis except as detailed in the accounting policies disclosed in the company's consolidated financial statements for the year ended December 31, 2013. The company retrospectively adopted International Financial Reporting Interpretation Committee 21 Levies (IFRIC 21) effective January 1, 2014.

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, and that a liability should not be recognized before the specified minimum threshold to trigger that liability is reached. The adoption of this interpretation did not have an impact to the company's condensed interim consolidated financial statements.

(c) Functional Currency and Presentation Currency

These consolidated financial statements are presented in Canadian dollars, which is the company's functional currency.

(d) Use of Estimates and Judgment

The timely preparation of financial statements requires that management make estimates and assumptions and use judgment. Accordingly, actual results may differ from estimated amounts as future confirming events occur. Significant estimates and judgment used in the preparation of the financial statements are described in the company's consolidated financial statements for the year ended December 31, 2013.

46   SUNCOR ENERGY INC. 2014 THIRD QUARTER

3. SEGMENTED INFORMATION

The company's operating segments are reported based on the nature of their products and services and management responsibility.

Intersegment sales of crude oil and natural gas are accounted for at market values and are included, for segmented reporting, in revenues of the segment making the transfer and expenses of the segment receiving the transfer. Intersegment amounts are eliminated on consolidation.

Three months ended September 30		Oil Sands				Exploration and                      Production				Refining and                      Marketing				Corporate,                         Energy Trading                         and Eliminations				Total
($ millions)		2014		2013		2014		2013		2014		2013		2014		2013		2014		2013
Revenues and Other Income
Gross revenues		2 943		2 588		858		1 336		6 951		7 057		19		24		10 771		11 005
Intersegment revenues		1 012		1 316		95		166		52		26		(1 159	)	(1 508	)	—		—
Less: Royalties		(431	)	(392	)	(165	)	(325	)	—		—		—		—		(596	)	(717	)
Operating revenues, net of royalties		3 524		3 512		788		1 177		7 003		7 083		(1 140	)	(1 484	)	10 175		10 288
Other income (expenses)		37		4		4		31		43		(5	)	14		55		98		85
		3 561		3 516		792		1 208		7 046		7 078		(1 126	)	(1 429	)	10 273		10 373
Expenses
Purchases of crude oil and products		50		87		119		158		5 659		5 803		(1 186	)	(1 445	)	4 642		4 603
Operating, selling and general		1 522		1 347		140		183		576		596		107		195		2 345		2 321
Transportation		117		111		18		29		75		75		(10	)	(10	)	200		205
Depreciation, depletion, amortization and impairment		723		652		194		274		152		136		41		27		1 110		1 089
Exploration		2		7		55		31		—		—		—		—		57		38
Gain on disposal of assets		(2	)	—		(82	)	(130	)	—		(3	)	—		—		(84	)	(133	)
Voyageur upgrader project charges		—		—		—		—		—		—		—		—		—		—
Financing expenses (income)		52		32		27		(8	)	(4	)	2		496		(91	)	571		(65	)
		2 464		2 236		471		537		6 458		6 609		(552	)	(1 324	)	8 841		8 058
Earnings (Loss) before Income Taxes		1 097		1 280		321		671		588		469		(574	)	(105	)	1 432		2 315
Income Taxes
Current		258		209		75		418		204		245		(19	)	(245	)	518		627
Deferred		66		120		48		(193	)	(42	)	(126	)	(77	)	193		(5	)	(6	)
		324		329		123		225		162		119		(96	)	(52	)	513		621
Net Earnings (Loss)		773		951		198		446		426		350		(478	)	(53	)	919		1 694
Capital and Exploration Expenditures		975		898		465		418		291		202		77		21		1 808		1 539

SUNCOR ENERGY INC. 2014 THIRD QUARTER    47

Nine months ended September 30		Oil Sands				Exploration and                      Production				Refining and                      Marketing				Corporate,                      Energy Trading                      and Eliminations				Total
($ millions)		2014		2013		2014		2013		2014		2013		2014		2013		2014		2013
Revenues and Other Income
Gross revenues		8 504		6 681		3 270		4 674		20 465		19 973		68		83		32 307		31 411
Intersegment revenues		3 219		2 971		367		282		106		140		(3 692	)	(3 393	)	—		—
Less: Royalties		(875	)	(658	)	(469	)	(974	)	—		—		—		—		(1 344	)	(1 632	)
Operating revenues, net of royalties		10 848		8 994		3 168		3 982		20 571		20 113		(3 624	)	(3 310	)	30 963		29 779
Other income		41		10		184		71		54		11		157		232		436		324
		10 889		9 004		3 352		4 053		20 625		20 124		(3 467	)	(3 078	)	31 399		30 103
Expenses
Purchases of crude oil and products		210		261		403		409		16 008		15 698		(3 629	)	(3 267	)	12 992		13 101
Operating, selling and general		4 566		4 209		432		540		1 833		1 699		572		489		7 403		6 937
Transportation		379		301		66		97		214		207		(31	)	(32	)	628		573
Depreciation, depletion, amortization and impairment		3 326		1 759		1 052		889		473		381		89		88		4 940		3 117
Exploration		82		96		232		151		—		—		—		—		314		247
Loss (Gain) on disposal of assets		3		—		(82	)	(130	)	(1	)	(4	)	—		—		(80	)	(134	)
Voyageur upgrader project charges		—		176		—		—		—		—		—		—		—		176
Financing expenses		113		98		44		26		2		2		725		583		884		709
		8 679		6 900		2 147		1 982		18 529		17 983		(2 274	)	(2 139	)	27 081		24 726
Earnings (Loss) before Income Taxes		2 210		2 104		1 205		2 071		2 096		2 141		(1 193	)	(939	)	4 318		5 377
Income Taxes
Current		837		210		782		1 100		610		429		(251	)	(220	)	1 978		1 519
Deferred		(223	)	323		(32	)	(130	)	(33	)	148		13		49		(275	)	390
		614		533		750		970		577		577		(238	)	(171	)	1 703		1 909
Net Earnings (Loss)		1 596		1 571		455		1 101		1 519		1 564		(955	)	(768	)	2 615		3 468
Capital and Exploration Expenditures		2 872		3 421		1 370		1 093		642		445		177		45		5 061		5 004

48   SUNCOR ENERGY INC. 2014 THIRD QUARTER

4. OTHER INCOME

Other income consists of the following:

			Three months ended September 30				Nine months ended September 30
($ millions)			2014		2013		2014		2013
Energy trading activities
	Change in fair value of contracts		(2	)	106		104		223
	Gains (losses) on inventory valuation		15		(61	)	26		(26	)
Risk management activities			47		(14	)	33		(17	)
Reserves redetermination(1)			—		—		145		—
Investment and interest income			16		17		78		57
Renewable energy grants			8		13		25		37
Change in value of pipeline commitments and other			14		24		25		50
			98		85		436		324

(1)

Other income of $145 million ($32 million after-tax) is for the reserves redetermination of 1.2 million barrels of oil received related to an interest in a Norwegian asset that Suncor previously owned.

5. ASSET IMPAIRMENT

Oil Sands

Joslyn Mining Project

During the second quarter of 2014, the company recognized an after-tax impairment charge of $718 million related to the company's interest in the project, charged against Property, Plant and Equipment ($318 million) and Exploration and Evaluation assets ($400 million).

Total E&P Canada Ltd. (Total E&P), the operator of the Joslyn mining project, together with the company and the other co-owners of the project, agreed to scale back certain development activities in order to focus on engineering studies to further optimize the project development plan. As a result of the company's assessment of expected future net cash flows and the uncertainty of the project, including the timing of the development plans, the company performed an impairment test using a fair value less cost of disposal methodology, with a discounted cash flow approach, based on the latest estimate of lease-wide contingent resources and a risk-adjusted discount rate of 9% (Level 3 fair value inputs). Relevant market transactions were also considered. The calculation of the recoverable amount is sensitive to the likelihood and timing of expected first oil, discount rate and capital construction costs.

Other

In the second quarter of 2014, following a review of repurpose options for assets that have been constructed for projects that have since been cancelled or deferred, the company recognized an after-tax impairment charge of $223 million for certain Oil Sands assets, including a pipeline and related compressor, as well as steam generator components, as management does not anticipate using these assets.

Exploration and Production

Libya

During the second quarter of 2014, as a result of shut-in production due to the closure of certain Libyan export terminals and the company's production plans for the remaining term of the Exploration and Production Sharing Agreements, the company performed an impairment test on its Libyan assets using a fair value less cost of disposal methodology. This resulted in the company recognizing an after-tax impairment charge of $297 million related to its Libyan assets, charged against Property, Plant and Equipment ($129 million) and Exploration and Evaluation assets ($168 million).

An expected cash flow approach was used based on 2013 year-end reserves data updated for current price forecasts and the current production plans, with three scenarios representing i) resumption of operations in six months, ii) resumption of

SUNCOR ENERGY INC. 2014 THIRD QUARTER    49

operations in 18 months, and iii) suspension of all activity at the end of 2015. The first two scenarios were equally weighted at 45% each and the final scenario was assigned a weighting of 10%. All scenarios were present valued using a risk-adjusted discount rate of 17%, and an average price of approximately US$103.00 per barrel through 2016-2021 escalated at an average of 2% per year thereafter (Level 3 fair value inputs). The calculation of the recoverable amount is sensitive to the discount rate and prices. A 2% increase in discount rate and a 5% decrease in price each would increase the after-tax impairment charge by approximately $65 million.

6. SHARE-BASED COMPENSATION

The following table summarizes the share-based compensation expense recorded for all plans within Operating, Selling and General expense.

		Three months ended September 30				Nine months ended September 30
($ millions)		2014		2013		2014		2013
Equity-settled plans		8		11		35		42
Cash-settled plans		(43	)	195		285		262
		(35	)	206		320		304

7. NORMAL COURSE ISSUER BID

Pursuant to Suncor's normal course issuer bid (the 2013 NCIB) that commenced in the third quarter of 2013, Suncor repurchased a total of 45.6 million common shares for total consideration of $1.7 billion, of which 4.3 million common shares were repurchased in the third quarter of 2014 for total consideration of $192 million.

On August 5, 2014, Suncor renewed the 2013 NCIB to continue to purchase shares under its previously announced buyback program (the 2014 NCIB) through the facilities of the Toronto Stock Exchange, New York Stock Exchange and/or alternative trading platforms. Pursuant to the 2014 NCIB, Suncor may purchase for cancellation up to approximately $1.1 billion worth of its common shares between August 5, 2014 and August 4, 2015. In the third quarter of 2014, the company repurchased 7.7 million common shares under the 2014 NCIB at an average price of $42.82 per share, for a total repurchase cost of $331 million.

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

			Three months ended September 30				Nine months ended September 30
($ millions, except as noted)			2014		2013		2014		2013
Share repurchase activities (thousands of common shares)
	Shares repurchased		11 992		12 054		28 911		34 560
Amounts charged to
	Share capital		159		158		382		453
	Retained earnings		364		268		796		672
Share repurchase cost			523		426		1 178		1 125

50   SUNCOR ENERGY INC. 2014 THIRD QUARTER

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

($ millions)			Sept 30 2014		Dec 31 2013
Amounts charged to
	Share capital		80		108
	Retained earnings		165		198
Liability for share purchase commitment			245		306

8. FINANCING EXPENSES (INCOME)

			Three months ended September 30				Nine months ended September 30
($ millions)			2014		2013		2014		2013
Interest on debt			181		176		543		525
Capitalized interest			(103	)	(99	)	(324	)	(299	)
	Interest expense		78		77		219		226
	Interest on pension and other post-retirement benefits		15		17		41		51
	Accretion		49		50		151		148
	Foreign exchange loss (gain) on U.S. dollar denominated debt		456		(157	)	487		301
	Foreign exchange and other		(27	)	(52	)	(14	)	(17	)
			571		(65	)	884		709

9. INCOME TAXES

Pursuant to the previously disclosed 2013 proposal letter from the Canada Revenue Agency (CRA), the company received a Notice of Reassessment (NOR) from the CRA during the second quarter of 2014, regarding the income tax treatment of realized losses in 2007 on the settlement of certain derivative contracts. The total amount of the NOR including tax, penalty and interest was approximately $920 million. The company strongly disagrees with the CRA's position and continues to firmly believe it will be able to successfully defend its original filing position and will take the appropriate actions to resolve this matter.

The company provided security to the CRA for approximately $490 million.

In October, the company received the NORs from Quebec and Ontario for approximately $42 million and $100 million, respectively. The last provincial NOR (Alberta) is expected in the fourth quarter.

If the company is unsuccessful in defending its tax filing position, it could be subject to an earnings and cash impact of up to $1.2 billion.

SUNCOR ENERGY INC. 2014 THIRD QUARTER    51

10. EARNINGS PER COMMON SHARE

			Three months ended September 30				Nine months ended September 30
($ millions)			2014		2013		2014		2013
Net earnings			919		1 694		2 615		3 468
Dilutive impact of accounting for awards as equity-settled(1)			(13	)	—		—		—
Net earnings – diluted			906		1 694		2 615		3 468
(millions of common shares)
Weighted average number of common shares			1 461		1 497		1 467		1 507
Dilutive securities:
	Effect of share options		5		1		3		1
Weighted average number of diluted common shares			1 466		1 498		1 470		1 508
(dollars per common share)
Basic earnings per share			0.63		1.13		1.78		2.30
Diluted earnings per share			0.62		1.13		1.78		2.30

(1)

Cash payment alternatives are accounted for as cash-settled plans. As these awards can be exchanged for common shares of the company, they are considered potentially dilutive and are included in the calculation of the company's diluted net earnings per share if they have a dilutive impact in the period. Accounting for these awards as equity-settled was determined to have a dilutive impact for the three months ended September 30, 2014.

11. FINANCIAL INSTRUMENTS

Fair Value Hierarchy

The following table presents the company's financial instruments measured at fair value for each hierarchy level as at September 30, 2014.

($ millions)			Level 1		Level 2		Level 3		Total Fair Value
Energy Trading
	Accounts receivable		197		62		—		259
	Accounts payable		(236	)	(47	)	—		(283	)
Risk Management
	Accounts payable		(2	)	—		—		(2	)
Assets Held for Sale
	Other Assets		—		183		—		183
			(41	)	198		—		157

During the third quarter of 2014, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.

As a result of the third party agreement to sell the company's share of its assets of Pioneer Energy, Suncor increased the fair value of its investment in Pioneer Energy by $98 million in the third quarter of 2014 based on the agreed upon selling price.

At September 30, 2014, the carrying value of fixed-term debt accounted for under amortized cost was $10 billion (December 31, 2013 – $9.6 billion) and the fair value was $12.3 billion (December 31, 2013 – $11.2 billion). The estimated fair value of long-term debt is based on pricing sourced from market data.

52   SUNCOR ENERGY INC. 2014 THIRD QUARTER

12. ACQUISITION

On July 17, 2014, the company completed a business combination of a sulphur recovery facility in its Refining and Marketing segment.

The preliminary purchase price allocation is based on management's best estimates of the fair value of the acquired assets and assumed liabilities. Upon finalization, adjustments to the initial estimates may be required.

The aggregate consideration for this business combination was allocated as follows:

($ millions)
Total purchase price		121
Preliminary allocation of purchase price:
Property, plant and equipment		161
Net working capital		(1	)
Deferred tax liabilities		(39	)
Net assets acquired		121

All acquisition and transaction costs for this business combination were expensed.

13. VOYAGEUR UPGRADER PROJECT

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

As VULP was in the development stage and therefore had no revenues and the majority of costs were capitalized, no significant net earnings were generated.

The fair value of consideration transferred and the assets acquired and liabilities assumed at the date of acquisition are summarized below:

($ millions)
Total purchase price		515
Allocation of purchase price:
Property, plant and equipment		374
Deferred income taxes		312
Decommissioning and restoration provisions		(81	)
Contracts and liabilities acquired		(90	)
Net assets acquired		515

The fair value attributed to the property, plant and equipment acquired was based on an expected future cash flow approach for assets expected to be retained, with a risk-adjusted discount rate of 10%. For assets expected to be sold, the fair value was determined based on management's best estimate of the recoverable amount.

The fair value of the decommissioning and restoration provisions was determined based on management's best estimate of the costs to complete the reclamation activities, the timing of cash outflows, method of reclamation, the discount rate and management's anticipated use of the area in the future.

Following the acquisition, the company announced that it was not proceeding with the Voyageur upgrader project. The decision was a result of a joint strategic and economic review launched by the company and its co-owner, Total E&P, in response to a change in market conditions that challenged the economics of the project. As a result, a charge of $176 million was recorded to net earnings during the first quarter of 2013 related to not proceeding with the upgrading

SUNCOR ENERGY INC. 2014 THIRD QUARTER    53

portion of the project. In the fourth quarter of 2013, an adjustment of $94 million was recorded to reduce the previously estimated costs, resulting in a net charge of $82 million for 2013.

14. NATURAL GAS DISPOSITIONS

During the third quarter of 2014, the company sold its Wilson Creek assets in central Alberta for $168.5 million before closing adjustments and other closing costs, with an effective date of July 1, 2014 and a closing date of September 30, 2014. The sale of these assets resulted in an after-tax gain of $61 million in the Exploration and Production segment.

During the third quarter of 2013, the company sold a significant portion of its natural gas business for $1.0 billion before closing adjustments and other closing costs. An after-tax gain of $130 million was recorded in the Exploration and Production segment upon closing of the sale.

15. PIONEER DISPOSITION

During the third quarter of 2014, the company announced that, along with The Pioneer Group Inc., it had reached an agreement to sell certain assets and liabilities of Pioneer Energy, including retail gas stations in Ontario and Manitoba. The company, as a 50% owner of Pioneer Energy, will receive $182.5 million before closing adjustments for its share of the assets and liabilities. The transaction is expected to close in the first quarter of 2015 and is subject to closing conditions including regulatory approval under the Competition Act. An after-tax adjustment of $85 million was recorded to Other Comprehensive Income during the third quarter of 2014.

16. COMMITMENTS

During the nine months ended September 30, 2014, the company increased its commitments by approximately $1.2 billion in support of the company's market access strategy, activities to expand its storage and logistics network, and drilling exploration activities.

54   SUNCOR ENERGY INC. 2014 THIRD QUARTER

QuickLinks

EXHIBIT 99.3

Unaudited Consolidated Financial Statements for the third quarter ended September 30, 2014
1. REPORTING ENTITY AND DESCRIPTION OF THE BUSINESS
2. BASIS OF PREPARATION
3. SEGMENTED INFORMATION
4. OTHER INCOME
5. ASSET IMPAIRMENT
6. SHARE-BASED COMPENSATION
7. NORMAL COURSE ISSUER BID
8. FINANCING EXPENSES (INCOME)
9. INCOME TAXES
10. EARNINGS PER COMMON SHARE
11. FINANCIAL INSTRUMENTS
12. ACQUISITION
13. VOYAGEUR UPGRADER PROJECT
14. NATURAL GAS DISPOSITIONS
15. PIONEER DISPOSITION
16. COMMITMENTS