Item 2.02

Results of Operations and Financial Condition.

On April 29, 2022, Imperial Oil Limited (the “company” or “Imperial”) by means of a press release disclosed
information relating to the company’s financial condition and results of operations for the fiscal quarter ended March 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is furnished as part of this report on Form

8-K:

99.1		News release of the company on April 29, 2022 disclosing information relating to the company’s estimated first quarter financial and operating results for the fiscal quarter ended March 31, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

				IMPERIAL OIL LIMITED
Date: April 29, 2022
				By:		/s/ Ian Laing
				Name:		Ian Laing
				Title:		Vice-president, general counsel and
						corporate secretary
				By:		/s/ Cathryn Walker
				Name:		Cathryn Walker
				Title:		Assistant corporate secretary

		Q1 News Release

Calgary, April 29, 2022		Exhibit 99.1

Imperial announces first quarter 2022 financial and operating results

●

Highest first quarter net income in over 30 years of $1,173 million with Upstream income of $782 million and Downstream income of $389 million, driven primarily by strong market conditions

●

Highest first quarter cash flow from operating activities in over 30 years of $1,914 million, with free cash flow¹ of $1,635 million

●

Upstream production of 380,000 barrels per day, impacted by extreme cold weather and unplanned downtime at Kearl

●

Downstream quarterly refinery capacity utilization of 93%, third consecutive quarter above 90%

●

Completed construction of the Sarnia Products Pipeline providing enhanced access to the high-value Toronto market and reducing transportation costs

●

Declared second quarter dividend of 34 cents per share

●

Announced intention to initiate a substantial issuer bid to purchase up to $2.5 billion of its common shares

		First quarter
millions of Canadian dollars, unless noted		2022				2021				Δ
Net Income (loss) (U.S. GAAP)			1,173				392				+781
Net Income (loss) per common share, assuming dilution (dollars)			1.75				0.53				+1.22
Capital and exploration expenditures			296				163				+133

Imperial reported estimated net income in the first quarter of $1,173 million up from $813 million in the fourth quarter of
2021, driven primarily by strong market conditions. Cash flow from operating activities was $1,914 million up from $1,632 million in the fourth quarter of 2021. Both net income and cash flow from operating activities represent the highest
first quarter result in over 30 years.

“Imperial achieved strong financial results across all business lines in the first quarter as pandemic restrictions
were lifted and commodity prices further strengthened,” said Brad Corson, chairman, president and chief executive officer. “With strong margins across all our businesses, we are very well positioned to continue generating substantial free
cash flow

¹

this year.”

Upstream production in the first quarter averaged 380,000 gross

oil-equivalent

barrels per day. At Kearl, quarterly total gross production averaged 186,000 barrels per day with operations impacted by extreme cold weather and unplanned downtime. Subsequent to the first quarter,
Kearl’s April


month-to-date


production increased to about 250,000 total gross barrels per day. At Cold Lake, the company’s strategic focus on reliability and
optimization continued to drive strong operating performance with quarterly production of 140,000 gross barrels per day.

In the Downstream, quarterly refining
throughput averaged 399,000 barrels per day with capacity utilization of 93% representing the third consecutive quarter with utilization above 90%. Quarterly petroleum product sales averaged 447,000 barrels per day as pandemic restrictions began
lifting late in the quarter.

¹ non-GAAP financial measure - see attachment VI for definition and reconciliation

After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly
develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across
all areas of our business.

		Q1 News Release

During the quarter, construction of the Sarnia Products Pipeline was completed ahead of schedule, with

start-up

and commissioning completed in April. The pipeline provides enhanced access into the high-value Toronto market and is expected to reduce annual transportation costs by $40 million.

Chemical first quarter net income was $56 million, compared to net income of $64 million in the fourth quarter of 2021, as margins eased from record highs.

During the quarter, Imperial returned $449 million to shareholders through the accelerated completion of the company’s normal course issuer bid, with the
program concluding on January 31, 2022. The company also paid $185 million in dividends, and declared a second quarter dividend of 34 cents per share. “Imperial has a long track record of returning surplus cash to shareholders and I
am pleased to announce the company’s plans to initiate a substantial issuer bid returning up to $2.5 billion to shareholders in the second quarter of 2022,” said Corson.

Imperial continues to advance lower emission solutions in support of its sustainability goals, including its recently announced oil sands greenhouse gas intensity
reduction goal of 30 percent by 2030 from 2016 levels. Imperial is a member of the Oil Sands Pathways to Net Zero alliance that is working with federal and provincial governments with a goal to achieve net zero greenhouse gas emissions from oil
sands operations by 2050. The company also continues to progress plans for a world-class renewable diesel manufacturing facility at its Strathcona refinery, to provide Canada with a large new domestic source of renewable fuel to help reduce Scope 3
emissions.

“Imperial remains confident in our ability to reduce emissions and advance lower-emission technologies. We are also encouraged by recent steps
taken by the federal government to support investment tax credits on large-scale carbon capture projects to help Canada achieve its climate goals,” said Corson. “Continued collaboration and our long history of research and development will
continue to serve us well on this journey.”

¹
non-GAAP financial measure – see attachment VI for definition and reconciliation

After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly
develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across
all areas of our business.

IMPERIAL OIL LIMITED

First quarter highlights

●

Net income of $1,173 million or $1.75 per share on a diluted basis, the highest first quarter in over 30 years, up from $392 million or $0.53 per share in the first quarter of 2021. Improved net income was primarily driven by strong market conditions.

●

Cash flows from operating activities of $1,914 million, the highest first quarter in over 30 years, up from $1,045 million in the same period of 2021. Cash flows from operating activities excluding working capital¹ of $1,219 million, compared with $1,068 million in the same period of 2021. Changes in working capital of $695 million includes $459 million of income taxes payable in the first quarter of 2023.

●

Capital and exploration expenditures totalled $296 million, up from $163 million in the first quarter of 2021.

●

The company returned $634 million to shareholders in the first quarter of 2022, including $449 million from the accelerated completion of the company’s normal course issuer bid program on January 31, 2022 and $185 million in dividends paid.

●

Announced intention to initiate a substantial issuer bid to purchase for cancellation up to $2.5 billion of its common shares. The company anticipates that the terms and pricing will be determined and the offer will commence during the next two weeks.

●

Production averaged 380,000 gross oil-equivalent barrels per day, compared to 432,000 barrels per day in the same period of 2021. Production was impacted by extreme cold weather and unplanned downtime at Kearl.

●

Total gross bitumen production at Kearl averaged 186,000 barrels per day (132,000 barrels Imperial’s share), compared to 251,000 barrels per day (178,000 barrels Imperial’s share) in the first quarter of 2021. Production was impacted by extreme cold weather and unplanned downtime. April month-to-date production has since increased to about 250,000 total gross barrels per day.

●

Gross bitumen production at Cold Lake averaged 140,000 barrels per day, consistent with the first quarter of 2021, driven by continued strong operating performance and efficiently offsetting production decline.

●

The company’s share of gross production from Syncrude averaged 77,000 barrels per day, compared to 79,000 barrels per day in the first quarter of 2021. Syncrude continues to leverage the interconnect pipeline to capture value, achieving record first quarter bitumen production.

●

The previously announced marketing process for Imperial and ExxonMobil Canada’s interests in XTO Energy Canada is on-going, with bids received now under evaluation. A definitive decision to sell the assets has not yet been made and operations will continue as normal throughout the marketing process and should the process not result in a sale.

●

Refinery throughput averaged 399,000 barrels per day, up from 364,000 barrels per day in the first quarter of 2021. Capacity utilization was 93 percent, up from 85 percent in the first quarter of 2021, the third consecutive quarter with utilization above 90 percent. Higher throughput and utilization were driven primarily by increased demand.

●

Petroleum product sales were 447,000 barrels per day, up from 414,000 barrels per day in the first quarter of 2021. Higher petroleum product sales were driven primarily by increased demand.

●

Completed construction of the Sarnia Products Pipeline ahead of schedule, with commissioning and start-up completed in April. The pipeline provides enhanced access into the high-value Toronto market and is expected to reduce annual transportation costs by $40 million.

●

Chemical net income of $56 million in the quarter, compared to $67 million in the first quarter of 2021 as margins eased from record highs.

●

Announced expanded partnership with Loblaw’s PC Optimum loyalty program, offering Canadians the opportunity to redeem PC Optimum points at more than 2,000 Esso stations across Canada.

¹ non-GAAP financial measure
– see attachment VI for definition and reconciliation

5

IMPERIAL OIL LIMITED

Current business environment

During the

COVID-19

pandemic, industry investment to maintain and increase production capacity was restrained to preserve
capital, resulting in underinvestment and supply tightness as demand for petroleum and petrochemical products recovered. Across late 2021 and early 2022, this dynamic, along with supply chain constraints, and a continuation of demand recovery led to
a steady increase in oil and natural gas prices. In the first quarter of 2022, tightness in the oil and natural gas markets was further exacerbated by Russia’s invasion of Ukraine and subsequent sanctions imposed upon business and other
activities in Russia. The price of crude oil and certain regional natural gas indicators increased to levels not seen for several years.

Operating results

First quarter 2022 vs. first quarter 2021

		First Quarter
millions of Canadian dollars, unless noted		2022				2021
Net income (loss) (U.S. GAAP)			1,173				392
Net income (loss) per common share, assuming dilution (dollars)			1.75				0.53

Upstream

Net income (loss) factor analysis

millions of Canadian dollars

Price – Higher realizations were generally in line with increases in marker prices, driven primarily by increased demand and
supply chain constraints. Average bitumen realizations increased by $42.17 per barrel generally in line with WCS and synthetic crude oil realizations increased by $49.83 per barrel generally in line with WTI.

Volumes – Lower volumes primarily driven by extreme cold weather and unplanned downtime at Kearl.

Royalty – Higher royalties primarily driven by improved commodity prices.

Marker prices and average realizations
		First Quarter
Canadian dollars, unless noted		2022				2021
West Texas Intermediate (US$)			95.01				58.14
Western Canada Select (US$)			80.46				45.64
WTI/WCS Spread (US$)			14.55				12.50
Bitumen (per barrel)			89.36				47.19
Synthetic crude oil (per barrel)			117.24				67.41
Average foreign exchange rate (US$)			0.79				0.79

6

IMPERIAL OIL LIMITED

Production
			First Quarter
thousands of barrels per day			2022				2021
Kearl (Imperial’s share)			132				178
Cold Lake			140				140
Syncrude (Imperial’s share) (a)			77				79
Kearl total gross production (thousands of barrels per day)			186				251
(a) In the first quarter of 2022, Syncrude (Imperial’s share) gross production included about 1 thousand barrels per day of bitumen (2021 - rounded to 0 thousand barrels per day) that was exported to the operator’s facilities using an existing interconnect pipeline.

Lower production at Kearl was primarily a result of extreme cold weather and unplanned downtime.

Downstream

Net income (loss) factor
analysis

millions of Canadian dollars

Margins – Higher margins primarily reflect improved market conditions.

Refinery utilization and petroleum product sales
		First Quarter
thousands of barrels per day, unless noted		2022				2021
Refinery throughput			399				364
Refinery capacity utilization (percent)			93				85
Petroleum product sales			447				414

Improved refinery throughput in the first quarter of 2022 primarily reflects increased demand.

Improved petroleum product sales in the first quarter of 2022 were mainly due to increased demand.

Chemicals

Net income (loss) factor analysis

millions of Canadian dollars

7

IMPERIAL OIL LIMITED

Corporate and other

		First Quarter
millions of Canadian dollars		2022				2021
Net income (loss) (U.S. GAAP)			(54	)			(46	)

Liquidity and capital resources

		First Quarter
millions of Canadian dollars		2022				2021
Cash flow generated from (used in):
Operating activities			1,914				1,045
Investing activities			(279	)			(147	)
Financing activities			(639	)			(202	)
Increase (decrease) in cash and cash equivalents			996				696
Cash and cash equivalents at period end			3,149				1,467

Cash flow generated from operating activities primarily reflects higher Upstream realizations, improved Downstream margins, and
favourable working capital impacts.

Cash flow used in investing activities primarily reflects higher additions to property, plant and equipment.

Cash flow used in financing activities primarily reflects:

		First Quarter
millions of Canadian dollars, unless noted		2022				2021
Dividends paid			185				162
Per share dividend paid (dollars)			0.27				0.22
Share repurchases (a)			449				-
Number of shares purchased (millions) (a)			8.9				-
(a) Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid.

The company completed share repurchases under its normal course issuer bid on January 31, 2022. The company did not purchase shares
during the first quarter of 2021.

On April 29, 2022 the company announced its intention to launch a substantial issuer bid pursuant to which the company will
offer to purchase for cancellation up to $2,500,000,000 of its common shares. The substantial issuer bid will be made through a modified Dutch auction, with a tender price range to be determined by the company at the time of commencement of the
offer. Shares may also be tendered by way of a proportionate tender, which will result in a shareholder maintaining their proportionate share ownership. ExxonMobil has advised Imperial that it intends to make a proportionate tender in connection
with the offer in order to maintain its proportionate share ownership at approximately 69.6 percent following completion of the offer. Nothing in this report shall constitute an offer to purchase or a solicitation of an offer to sell any
shares.

Key financial and operating data follow.

8

IMPERIAL OIL LIMITED

Additional information regarding the tender offer

The tender offer described in this communication (the “Offer”) has not yet commenced. This communication is for informational purposes only. This communication
is not a recommendation to buy or sell Imperial Oil Limited shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Imperial Oil Limited Shares or any other securities.

On the commencement date of the Offer, Imperial Oil Limited will file an offer to purchase, accompanying issuer bid circular and related letter of transmittal and
notice of guaranteed delivery (the “Offering Documents”) with Canadian securities regulatory authorities and mail these to the company’s shareholders. The company will also file a tender offer statement on Schedule TO, including the
Offering Documents, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the Offering Documents filed with Canadian securities regulatory authorities and as a part of the Schedule
TO. Shareholders should read carefully the Offering Documents because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, shareholders will be able to obtain a free copy of
the tender offer statement on Schedule TO, the Offering Documents and other documents that Imperial Oil Limited will be filing with the SEC at the SEC’s website at


www.sec.gov

,


with Canadian securities regulatory authorities at


www.sedar.com


,



or from Imperial Oil Limited’s website at



www.imperialoil.ca



.

Forward-looking statements

Statements of future events or conditions in this report, including projections, targets, expectations, estimates, and business plans are forward-looking statements.
Forward-looking statements can be identified by words such as believe, anticipate, intend, propose, plan, goal, seek, project, predict, target, estimate, expect, strategy, outlook, schedule, future, continue, likely, may, should, will and similar
references to future periods. Forward-looking statements in this report include, but are not limited to, references to the company’s intention to initiate a substantial issuer bid, including the size, timing for determining the terms and
pricing and commencement, structure and ExxonMobil’s intent to make a proportionate tender; being well positioned to generate substantial free cash flow in 2022; anticipated cost reductions from the Sarnia Products Pipeline; continuing to
advance lower emissions solutions in support of the company’s sustainability goals, and benefit from collaboration and research and development; oil sands greenhouse gas intensity reduction goal of 30 percent by 2030; the Oil Sands
Pathways to Net Zero alliance goal to achieve net zero greenhouse gas emissions from oil sands operations by 2050; continuing to progress the Strathcona renewal diesel manufacturing facility and its potential impact; the impact of leveraging the
Syncrude interconnect pipeline; the marketing process for XTO Energy Canada, including evaluation of bids and operations continuing as normal throughout the marketing process; and the expanded partnership with Loblaw’s PC Optimum program.

Forward-looking statements are based on the company’s current expectations, estimates, projections and assumptions at the time the statements are made. Actual
future financial and operating results, including expectations and assumptions concerning demand growth and energy source, supply and mix; production rates, growth and mix across various assets; project plans, timing, costs, technical evaluations
and capacities and the company’s ability to effectively execute on these plans and operate its assets, including factors influencing a final investment decision for the renewable diesel complex at Strathcona; the adoption and impact of new
facilities or technologies on reductions to GHG emissions intensity, including but not limited to Strathcona renewable diesel, solvent technologies to replace energy intensive steam at Cold Lake, boiler flue gas technology at Kearl, and support for
and advancement of carbon capture and storage, and any changes in the scope, terms, or costs of such projects; the amount and timing of emissions reductions; receipt of regulatory approvals; support from policymakers and other stakeholders for
various new technologies such as carbon capture and storage; that the necessary exemptive relief to proceed with the substantial issuer bid under applicable securities laws will be received on the timeline anticipated; ExxonMobil making a
proportionate tender in connection with the substantial issuer bid; applicable laws and government policies, including with respect to climate change and GHG emissions reductions; capital and environmental expenditures; progression of

COVID-19

and its impacts on Imperial’s ability to operate its assets; the company’s ability to effectively execute on its business continuity plans and pandemic response activities; and commodity prices,
foreign exchange rates and general market conditions could differ materially depending on a number of factors.

9

IMPERIAL OIL LIMITED

These factors include global, regional or local changes in supply and demand for oil, natural gas, and petroleum and
petrochemical products and resulting price, differential and margin impacts, including foreign government action with respect to supply levels and prices, the impact of

COVID-19

on demand and the occurrence of
wars; availability and allocation of capital; the receipt, in a timely manner, of regulatory and third-party approvals; the results of research programs and new technologies, the ability to bring new technologies to commercial scale on a
cost-competitive basis, and the competitiveness of alternative energy and other emission reduction technologies; lack of required support from governments and policymakers for adoption of new technologies for emissions reductions; unanticipated
technical or operational difficulties; project management and schedules and timely completion of projects; availability and performance of third-party service providers, including in light of restrictions related to

COVID-19;

environmental risks inherent in oil and gas exploration and production activities; political or regulatory events, including changes in law or government policy, environmental regulation including
climate change and greenhouse gas regulation, and actions in response to

COVID-19;

management effectiveness and disaster response preparedness, including business continuity plans in response to

COVID-19;

operational hazards and risks; cybersecurity incidents, including increased reliance on remote working arrangements; currency exchange rates; general economic conditions; and other factors discussed in
Item 1A risk factors and Item 7 management’s discussion and analysis of financial condition and results of operations of Imperial Oil Limited’s most recent annual report on Form

10-K.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas
companies and some that are unique to Imperial Oil Limited. Imperial’s actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them.
Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.

In this release all dollar
amounts are expressed in Canadian dollars unless otherwise stated. This release should be read in conjunction with Imperial’s most recent Form

10-K.

Note that numbers may not add due to rounding.

The term “project” as used in this release can refer to a variety of different activities and does not necessarily have the same meaning as in any government
payment transparency reports.

10

IMPERIAL OIL LIMITED

Attachment I
		Three Months
millions of Canadian dollars, unless noted		2022				2021
Net Income (loss) (U.S. GAAP)
Total revenues and other income			12,686				6,998
Total expenses			11,152				6,486
Income (loss) before income taxes			1,534				512
Income taxes			361				120
Net income (loss)			1,173				392
Net income (loss) per common share (dollars)			1.75				0.53
Net income (loss) per common share - assuming dilution (dollars)			1.75				0.53
Other Financial Data
Gain (loss) on asset sales, after tax			16				2
Total assets at March 31			43,810				39,007
Total debt at March 31			5,171				5,144
Shareholders’ equity at March 31			22,276				21,736
Capital employed at March 31			27,471				26,906
Dividends declared on common stock
Total			228				161
Per common share (dollars)			0.34				0.22
Millions of common shares outstanding
At March 31			669.1				734.1
Average - assuming dilution			671.9				735.7

11

IMPERIAL OIL LIMITED

Attachment II
			Three Months
millions of Canadian dollars			2022				2021
Total cash and cash equivalents at period end			3,149				1,467
Operating Activities
Net income (loss)			1,173				392
Adjustments for non-cash items:
Depreciation and depletion			426				494
(Gain) loss on asset sales			(20	)			(3	)
Deferred income taxes and other			(331	)			60
Changes in operating assets and liabilities			695				(23	)
All other items - net			(29	)			125
Cash flows from (used in) operating activities			1,914				1,045
Investing Activities
Additions to property, plant and equipment			(304	)			(167	)
Proceeds from asset sales			24				7
Loans to equity companies - net			1				13
Cash flows from (used in) investing activities			(279	)			(147	)
Cash flows from (used in) financing activities			(639	)			(202	)

12

IMPERIAL OIL LIMITED

Attachment III
			Three Months
millions of Canadian dollars			2022				2021
Net income (loss) (U.S. GAAP)
Upstream			782				79
Downstream			389				292
Chemical			56				67
Corporate and other			(54	)			(46	)
Net income (loss)			1,173				392
Revenues and other income
Upstream			4,534				3,493
Downstream			14,045				5,305
Chemical			471				376
Eliminations / Corporate and other			(6,364	)			(2,176	)
Revenues and other income			12,686				6,998
Purchases of crude oil and products
Upstream			1,890				1,834
Downstream			12,512				4,020
Chemical			315				209
Eliminations			(6,367	)			(2,176	)
Purchases of crude oil and products			8,350				3,887
Production and manufacturing
Upstream			1,249				1,109
Downstream			356				326
Chemical			54				50
Eliminations			-				-
Production and manufacturing			1,659				1,485
Selling and general
Upstream			-				-
Downstream			147				133
Chemical			23				25
Eliminations / Corporate and other			55				31
Selling and general			225				189
Capital and exploration expenditures
Upstream			222				85
Downstream			68				68
Chemical			1				2
Corporate and other			5				8
Capital and exploration expenditures			296				163
Exploration expenses charged to Upstream income included above			2				2

13