Written communication relating to an issuer or third party



BGCOLOR="WHITE">





UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549




FORM

8-K




CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):

April




29, 2022



IMPERIAL OIL LIMITED









(Exact name of
registrant as specified in its charter)

































Canada





0-12014






98-0017682




(State or other jurisdiction



of incorporation)




(Commission File Number)


(IRS Employer Identification No.)




























505 Quarry Park Boulevard S.E., Calgary, Alberta






T2C
5N1

(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code:

1-800-567-3776













(Former name or
former address, if changed since last report)



Check the appropriate box below if the Form

8-K

filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):










[  ]


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)











[  ]


Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17
CFR

240.14a-12)











[  ]



Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))











[✓]



Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))




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

































Title of each
class




Trading symbol



Name of each exchange on



which
registered




None






None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).



Emerging growth company    ☐



If an emerging growth company, 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.    ☐
















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



























LOGO









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.






LOGO


























LOGO









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.






LOGO













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





LOGO



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





LOGO



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





LOGO





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













IMPERIAL OIL LIMITED
























































































































































































































































































































































































































































































































































Attachment IV















Operating statistics











Three Months














2022







2021







Gross crude oil and natural gas liquids (NGL) production






(thousands of barrels per day)














Kearl








132







178



Cold Lake








140







140



Syncrude

(a)








77







79



Conventional








11







11



Total crude oil production








360







408



NGLs available for sale








2







2



Total crude oil and NGL production








362







410







Gross natural gas production


(millions of cubic feet per
day)










110







131







Gross

oil-equivalent

production

(b)







(thousands of

oil-equivalent

barrels per day)










380







432







Net crude oil and NGL production


(thousands of barrels per
day)

















Kearl








123







173



Cold Lake








107







112



Syncrude

(a)








59







74



Conventional








11







11



Total crude oil production








300







370



NGLs available for sale








1







2



Total crude oil and NGL
production








301







372







Net natural gas production


(millions of cubic feet per
day)










107







127







Net

oil-equivalent

production

(b)







(thousands of

oil-equivalent

barrels per day)










319







393







Kearl blend sales


(thousands of barrels per day)










189







248




Cold Lake blend sales


(thousands of barrels per
day)










187







182




NGL sales


(thousands of barrels per day)



(c)









1







-







Average realizations


(Canadian dollars)














Bitumen

(per barrel)








89.36







47.19



Synthetic crude oil

(per barrel)








117.24







67.41



Conventional crude oil

(per barrel)








98.38







49.54



NGL

(per barrel)








59.27







31.16



Natural gas

(per thousand cubic feet)








5.08







3.24







Refinery throughput


(thousands of barrels per day)










399







364




Refinery capacity utilization


(percent)










93







85







Petroleum product sales


(thousands of barrels per
day)














Gasolines








209







198



Heating, diesel and jet fuels








173







153



Lube oils and other products








48







43



Heavy fuel oils








17







20



Net petroleum products sales








447







414







Petrochemical sales


(thousands of tonnes)










210







211








(a)


In the first quarter of 2022, Syncrude (Imperial’s share) gross and net 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.









(b)


Gas converted to

oil-equivalent

at six million cubic feet per one thousand
barrels.









(c)


NGL sales round to 0 in 2021.






14













IMPERIAL OIL LIMITED








































































































































































































































































































































































Attachment V









Net income (loss)

(U.S. GAAP)




millions of Canadian dollars





Net income (loss) per




common share -diluted


(a)


Canadian dollars









2018












First Quarter





516




0.62



Second Quarter





196




0.24



Third Quarter





749




0.94



Fourth Quarter





853




1.08



Year





2,314




2.86







2019












First Quarter





293




0.38



Second Quarter





1,212




1.57



Third Quarter





424




0.56



Fourth Quarter





271




0.36



Year





2,200




2.88







2020












First Quarter





(188

)



(0.25

)


Second Quarter





(526

)



(0.72

)


Third Quarter





3




-



Fourth Quarter





(1,146

)



(1.56

)


Year





(1,857

)



(2.53

)






2021












First Quarter





392




0.53



Second Quarter





366




0.50



Third Quarter





908




1.29



Fourth Quarter





813




1.18



Year





2,479




3.48







2022













First Quarter








1,173










1.75






(a)   Computed using the average number of shares outstanding during each period. The sum of the quarters presented may not add
to the year total.





15













IMPERIAL OIL LIMITED










Attachment VI






Non-GAAP

financial measures and other specified financial measures



Certain measures included in this document are not prescribed by U.S. Generally Accepted Accounting Principles (GAAP). These measures constitute

“non-GAAP

financial measures” under Securities and Exchange Commission Regulation G, and “specified financial measures” under National Instrument

52-112


Non-GAAP

and Other Financial Measures Disclosure


of the Canadian Securities Administrators.



Reconciliation of these

non-GAAP

financial measures to the most comparable GAAP measure, and other information required by these regulations have been provided.

Non-GAAP

financial measures and
specified financial measures are not standardized financial measures under GAAP and do not have a standardized definition. As such, these measures may not be directly comparable to measures presented by other companies, and should not be considered
a substitute for GAAP financial measures.




Cash flows from (used in) operating activities excluding working capital



Cash flows from (used in) operating activities excluding working capital is a

non-GAAP

financial measure that is the total cash
flows from operating activities less the changes in operating assets and liabilities in the period. The most directly comparable financial measure that is disclosed in the financial statements is cash flows from (used in) operating activities within
the company’s Consolidated statement of cash flows. Management believes it is useful for investors to consider these numbers in comparing the underlying performance of the company’s business across periods when there are significant


period-to-period


differences in the amount of changes in working capital. Changes in working capital is equal to “Changes in operating assets and liabilities” as
disclosed in the company’s Consolidated statement of cash flows and in Attachment II of this document. This measure assesses the cash flows at an operating level, and as such, does not include proceeds from asset sales as defined in Cash flows
from operating activities and asset sales in the Frequently Used Terms section of the company’s annual Form

10-K.




Reconciliation of cash flows from (used in) operating activities excluding working capital









































































































Three Months





millions of Canadian dollars




2022




2021




From Imperial’s Consolidated statement of cash flows












Cash flows from (used in) operating activities








1,914







1,045






Less changes in working capital












Changes in operating assets and liabilities








695







(23

)



Cash flows from (used in) operating activities excl. working
capital








1,219







1,068




Free cash flow



Free cash flow is a

non-GAAP

financial measure that is cash flows from operating activities less additions to property, plant and equipment and equity company investments plus proceeds from asset sales. The most directly comparable
financial measure that is disclosed in the financial statements is cash flows from (used in) operating activities within the company’s Consolidated statement of cash flows. This measure is used to evaluate cash available for financing
activities (including but not limited to dividends and share purchases) after investment in the business.




Reconciliation of free cash flow































































































































Three Months





millions of Canadian dollars




2022




2021




From Imperial’s Consolidated statement of cash flows












Cash flows from (used in) operating activities








1,914







1,045






Cash flows from (used in) investing activities












Additions to property, plant and equipment








(304



)




(167

)


Proceeds from asset sales








24







7



Loans to equity companies - net








1







13




Free cash flow








1,635







898





16













IMPERIAL OIL LIMITED









Net income (loss) excluding identified items



Net income (loss) excluding identified items is a

non-GAAP

financial measure that is total net income (loss) excluding
individually significant

non-operational

events with an absolute corporate total earnings impact of at least $100 million in a given quarter. The net income (loss) impact of an identified item for an
individual segment in a given quarter may be less than $100 million when the item impacts several segments or several periods. The most directly comparable financial measure that is disclosed in the financial statements is net income (loss)
within the company’s Consolidated statement of income. Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant

non-operational

events from business results. The company believes this view provides investors increased transparency into business results and trends, and provides investors with a view of the business as
seen through the eyes of management. Net income (loss) excluding identified items is not meant to be viewed in isolation or as a substitute for net income (loss) as prepared in accordance with U.S. GAAP. All identified items are presented on an

after-tax

basis.




Reconciliation of net income (loss) excluding identified items



There were no identified items in the first quarter of 2022 and 2021.




Cash
operating costs (cash costs)



Cash operating costs is a

non-GAAP

financial measure that consists of total expenses, less
costs that are

non-cash

in nature, including, Purchases of crude oil and products, Federal excise taxes and fuel charge, Depreciation and depletion,

Non-service

pension
and postretirement benefit, and Financing. The components of cash operating costs include (1) Production and manufacturing, (2) Selling and general and (3) Exploration, from the company’s Consolidated statement of income, and as
disclosed in Attachment III of this document. The sum of these income statement lines serve as an indication of cash operating costs and does not reflect the total cash expenditures of the company. The most directly comparable financial measure that
is disclosed in the financial statements is total expenses within the company’s Consolidated statement of income. This measure is useful for investors to understand the company’s efforts to optimize cash through disciplined expense
management.




















































































































































































































































































































































Reconciliation of cash operating costs












Three Months


millions of Canadian dollars



2022




2021




From Imperial’s Consolidated statement of Income












Total expenses








11,152







6,486



Less:












Purchases of crude oil and products








8,350







3,887



Federal excise taxes and fuel charge








479







404



Depreciation and depletion








426







494




Non-service

pension and postretirement benefit








4







11



Financing








7







14




Total cash operating costs














1,886



















1,676













Components of cash operating costs
















Three Months



millions of Canadian dollars








2022







2021




From Imperial’s Consolidated statement of Income












Production and manufacturing








1,659







1,485



Selling and general








225







189



Exploration








2







2




Cash operating costs














1,886



















1,676













Segment contributions to total cash operating costs
















Three Months



millions of Canadian dollars








2022







2021



Upstream








1,251







1,111



Downstream








503







459



Chemicals








77







75



Corporate/Eliminations








55







31




Cash operating costs














1,886



















1,676











17













IMPERIAL OIL LIMITED









Unit cash operating cost (unit cash costs)



Unit cash operating costs is a

non-GAAP

ratio. Unit cash operating costs (unit cash costs) is calculated by dividing cash
operating costs by total gross

oil-equivalent

production, and is calculated for the Upstream segment, as well as the major Upstream assets. Cash operating costs is a

non-GAAP

financial measure and is disclosed and reconciled above. This measure is useful for investors to understand the expense management efforts of the company’s major assets as a component of the
overall Upstream segment. Unit cash operating cost, as used by management, does not directly align with the definition of “Average unit production costs” as set out by the U.S. Securities and Exchange Commission (SEC), and disclosed in the
company’s SEC Form

10-K.




Components of unit cash operating cost
































































































































































































































































































































































































































Three Months





2022




2021



millions of Canadian dollars



Upstream



(a)




Kearl



Cold


Lake



Syncrude



Upstream



(a)




Kearl



Cold


Lake



Syncrude



Production and manufacturing








1,249










521










322










348







1,109




455




260




333



Selling and general








-










-










-










-







-




-




-




-



Exploration








2










-










-










-







2




-




-




-




Cash operating costs








1,251










521










322










348







1,111




455




260




333












Gross

oil-equivalent

production




(thousands of barrels per day)








380










132










140










77







432




178




140




79




Unit cash operating cost
($/oeb)








36.58










43.86










25.56










50.22







28.58




28.40




20.63




46.84



USD converted at the YTD average forex








28.90










34.65










20.19










39.67







22.57




22.44




16.30




37.00




2022 US$0.79; 2021 US$0.79





































(a) Upstream includes Kearl, Cold Lake, Imperial’s share of Syncrude and other.









18




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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