UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)


☐	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
	or
☒	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934


For fiscal year ended: Commission File Number:	December 31, 2022 No. 1-12384

SUNCOR ENERGY INC.

(Exact name of registrant as specified in its charter)


Canada (Province or other jurisdiction of incorporation or organization)	1311,1321,2911, 4613,5171,5172 (Primary standard industrial classification code number, if applicable)	98-0343201 (I.R.S. employer identification number, if applicable)

150 - 6^th Avenue S.W.

P.O. Box 2844

Calgary, Alberta, Canada T2P 3E3

(403) 296-8000

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

CT Corporation System

28 Liberty St.

New York, New York 10005

(212) 894-8940

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

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


Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common shares	SU	New York Stock Exchange

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

None

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

None

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


☒	Annual Information Form	☒	Annual Audited Financial Statements

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


Common Shares	As of December 31, 2022 there were 1,337,470,739 Common Shares issued and outstanding

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


Yes	☒	No	◻

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


Yes	☒	No	◻

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


Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.	Undertaking

Suncor Energy Inc. (the “Registrant”) undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the Securities and Exchange Commission (“SEC”), and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

B.	Consent to Service of Process

The Registrant has filed previously with the SEC a Form F-X in connection with the Common Shares.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

See pages 2 and 3 of Exhibit 99-2 and page 70 of Exhibit 99-3.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

See pages 4, 5,6 and 7 of Exhibit 99-2.

AUDIT COMMITTEE FINANCIAL EXPERT

See page 95 of Exhibit 99-1.

CODE OF ETHICS

See pages 35 and 36 of Exhibit 99-1.

FEES PAID TO PRINCIPAL ACCOUNTANT

See page 95 of Exhibit 99-1.

AUDIT COMMITTEE PRE-APPROVAL POLICIES

See Schedule “B” of Exhibit 99-1.

APPROVAL OF NON-AUDIT SERVICES

See Schedule “B” of Exhibit 99-1.

IDENTIFICATION OF THE AUDIT COMMITTEE

See page 94 of Exhibit 99-1.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.


	SUNCOR ENERGY INC.
DATE: March 6, 2023
	PER:	/s/ ALISTER COWAN
		Alister Cowan Chief Financial Officer


Exhibit No.		Description
99-1		Annual Information Form dated March 6, 2023
99-2		Audited Consolidated Financial Statements of Suncor Energy Inc. for the fiscal year ended December 31, 2022
99-3		Management’s Discussion and Analysis dated March 6, 2023
99-4		Consent of KPMG LLP
99-5		Consent of GLJ Ltd.
99-6		Certificate of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a)
99-7		Certificate of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a)
99-8		Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Enacted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-9		Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Enacted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99-10		Supplementary Oil and Gas Disclosures
101		Inline interactive data file
104		Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)