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):

October 28, 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 October 28, 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 September 30, 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 October 28, 2022 disclosing information relating to the company’s estimated third quarter financial and operating results for the fiscal quarter ended September 30, 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: October 28, 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









Q3 News Release
























Calgary, October 28, 2022




Exhibit 99.1




Imperial announces third quarter 2022 financial and operating results











•



Quarterly net income of $2,031 million and cash flow from operating activities of $3,089 million












•



Upstream production of 430,000 gross

oil-equivalent

barrels per day driven by
strong production at Kearl and Cold Lake












•



Sustained strong Downstream operating performance with quarterly refinery capacity utilization of 100%, highest in over 40
years












•



Reduced debt by $1 billion using proceeds from the sale of interests in XTO Energy Canada












•



Quarterly dividend increased by 29 percent from 34 cents to 44 cents per share












•



Completed accelerated normal course issuer bid program in October, returning over $1.9 billion to shareholders












•



Announced intention to initiate a substantial issuer bid to purchase up to $1.5 billion of its common shares












•



Released annual Corporate Sustainability Report, outlining the company’s environmental, social and governance progress
and focus areas


























































































































































































































Third quarter







Nine months












millions of Canadian dollars, unless noted




2022




2021






Δ









2022




2021






Δ















Net income (loss)

(U.S. GAAP)








2,031







908







+1,123










5,613







1,666







+3,947













Net income (loss) per common share, assuming dilution

(dollars)








3.24







1.29







+1.95










8.58







2.31







+6.27













Capital and exploration expenditures








392







277







+115










1,002







699







+303






Imperial reported estimated net income in the third quarter of $2,031 million, compared to $2,409 million in the second
quarter of 2022, as strong operating performance partly offset moderating commodity prices. Cash flow from operating activities was $3,089 million, up from $2,682 million in the second quarter of 2022.



“Imperial’s business lines delivered another quarter of exceptional operating performance, increasing the supply of crude and fuel products to support
Canadian and global energy needs,” said Brad Corson, chairman, president and chief executive officer. “Our

on-going

focus on safe and reliable operations underpins our strong financial results and
positions us well to continue capturing value from the current commodity price environment.”



Upstream production in the third quarter averaged 430,000 gross

oil-equivalent

barrels per day. At Kearl, quarterly total gross production increased substantially from the second quarter of 2022 to an average of 271,000 barrels per day following the completion of its annual
turnaround. Subsequent to the third quarter, Kearl’s October production continued to increase, achieving multiple

single-day

production records. At Cold Lake, quarterly production averaged 150,000 gross
barrels per day, representing the fourth consecutive quarter with production at or above 140,000 barrels per day. Given the success of the company’s

on-going

optimization program and continued production
strength at Cold Lake, Imperial is increasing its full-year guidance at Cold Lake to between 140,000 to 145,000 gross barrels per day for 2022.



In the Downstream,
quarterly refining throughput averaged 426,000 barrels per day, with capacity utilization of 100 percent, the highest quarterly utilization in over 40 years, ensuring a stable supply of fuel products to meet Canadian demand. Petroleum product
sales remained strong in the quarter, averaging 484,000 barrels per day. In September, Imperial signed a long-term contract with Air Products to supply

low-carbon

hydrogen for the company’s planned
renewable diesel complex at its Strathcona refinery. A final investment decision for the renewable diesel complex is expected in the coming months.











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









Q3 News Release









In August, Imperial successfully completed the previously announced sale of its XTO Energy Canada assets to Whitecap
Resources for a total cash consideration of approximately $0.9 billion (Imperial’s share), resulting in an

after-tax

gain of $208 million in the quarter. Proceeds from the sale were used to
reduce debt by $1 billion, bringing the company’s outstanding debt to $4.2 billion and


debt-to-capital



1

ratio to 16 percent.



“The sale of Imperial’s XTO assets positions the company well to not only continue focusing Upstream resources on our core oil sands assets but also enabled
us to further enhance our industry leading balance sheet and improve the company’s financial flexibility,” said Corson.



During the quarter, Imperial
returned to shareholders $227 million in dividends paid and $1,512 million through accelerated share repurchases under the company’s normal course issuer bid (NCIB) program. The company completed its NCIB program in October with an
additional $434 million in share repurchases.



“Paying a reliable and growing dividend and returning surplus cash to shareholders remain key priorities for
us” said Corson. “Imperial has generated substantial value for its shareholders this year and I am pleased to announce a 29 percent increase to our quarterly dividend as well as our plans to initiate a second substantial issuer bid this
year, returning up to $1.5 billion to shareholders in the fourth quarter” said Corson.



Imperial continues to advance solutions to lower emissions in its
operations. The company is a founding member of the Pathways Alliance, which continues to move forward with early work to support a major carbon capture and storage network in support of Canada’s goals to achieve net zero emissions. In early
October, the Government of Alberta awarded the Pathways Alliance pore space to continue exploratory work on the development of a hub to safely and permanently store CO

2

from over 20 industry
oil sands facilities and other interested industries in northern Alberta.



In September, Imperial released its annual Sustainability report which highlights
progress and momentum in the company’s key environmental, social and governance focus areas and complements the company’s Advancing Climate Solutions report published earlier this year.



“The challenges we are facing today require collaboration across industry, governments, indigenous communities and other stakeholders,” said Corson.
“It’s why we became a founding member of the Pathways Alliance to reduce oil sands emissions and to further develop and deploy game changing technology to meaningfully contribute to Canada’s energy future.”












1

Debt, defined as “Total debt” (Attachment I, page 15), divided by capital, defined as the sum of “Total debt” and “Shareholders’ equity” (Attachment I, page 15).









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












Third quarter highlights












•




Net income of $2,031




million or $3.24 per share on a diluted basis,

up from $908 million or
$1.29 per share in the third quarter of 2021. Net income excluding identified items

1

of $1,823 million in the third quarter of 2022, up from $908 million in the same period of 2021.












•




Cash flows from operating activities of $3,089




million,

up from $1,947 million in the same
period of 2021. Cash flows from operating activities excluding working capital

1

of $2,543 million, up from $1,504 million in the same period of 2021.












•




Capital and exploration expenditures totalled $392




million,

up from $277 million in the
third quarter of 2021.












•




The company returned $1,739




million to shareholders in the third quarter of


2022,

including $227 million in dividends paid and $1,512 million in share repurchases. Subsequent to the end of the third quarter, the company completed its NCIB program with an additional $434 million in share repurchases.












•




Announced intention to initiate a substantial issuer bid to purchase for cancellation up to $1.5 billion of its common
shares

. The company anticipates terms and pricing will be determined and the offer will commence during the next two weeks.












•




Production averaged 430,000 gross

oil-equivalent

barrels per day,

compared
to 435,000 barrels per day in the same period of 2021.












•




Total gross bitumen production at Kearl averaged 271,000 barrels per day

(193,000 barrels Imperial’s share),
compared to 274,000 barrels per day (194,000 barrels Imperial’s share) in the third quarter of 2021. Subsequent to the third quarter, Kearl’s October production continued to increase, achieving multiple

single-day

production records.












•




Gross bitumen production at Cold Lake averaged 150,000 barrels per day,

up from 135,000 barrels per day in the third
quarter of 2021, representing the fourth consecutive quarter with production at or above 140,000 barrels per day. Consistent with this sustained production performance, Imperial is increasing its 2022 production guidance at Cold Lake to between
140,000 - 145,000 barrels per day.












•




The company’s share of gross production from Syncrude averaged 62,000 barrels per day,

compared to 78,000
barrels per day in the third quarter of 2021, primarily driven by the timing of planned turnaround activities.












•




Refinery throughput averaged 426,000 barrels per day,

up from 404,000 barrels per day in the third quarter of 2021.
Capacity utilization reached 100 percent, the highest quarterly utilization in over 40 years, up from 94 percent in the third quarter of 2021, as the company continues to maximize production to meet Canadian demand.












•




Petroleum product sales were 484,000 barrels per day,

compared to 485,000 barrels per day in the third quarter of
2021.












•




Chemical net income of $54




million in the quarter,

compared to $121 million in the third
quarter of 2021. Lower income was primarily driven by lower polyethylene margins.












•




Announced long-term contract with Air Products to supply

low-carbon

hydrogen for
Imperial’s proposed renewable diesel complex near Edmonton, Alberta.

The complex is expected to produce more than 1 billion litres of renewable diesel per year from locally sourced feedstock and

low-carbon

hydrogen. A final investment decision will be made in the coming months.











1


non-GAAP

financial measure - see attachment VI for definition and
reconciliation





5















IMPERIAL OIL LIMITED

















•





Completed, together with ExxonMobil Canada, the previously announced sale of XTO Energy Canada to Whitecap Resources for
total cash consideration of approximately $1.9 billion ($0.9 billion Imperial’s share).

As a result of the sale, Imperial recorded an

after-tax

gain of approximately $208 million in the
third quarter of 2022. Proceeds from the sale were used to reduce outstanding debt by $1 billion, further enhancing the company’s industry leading balance sheet and improving financial flexibility.













•




As a member of the Pathways Alliance, advanced early work to support the foundational carbon capture and storage network
in northern Alberta

as part of Pathways’ goal to achieve net zero emissions. In early October, the Government of Alberta awarded the Pathways Alliance pore space to continue exploratory work on the development of a hub to safely and
permanently store CO

2

from over 20 industry oil sands facilities and other interested industries in northern Alberta.












•




Released annual Corporate Sustainability Report.

The report highlights key environmental, social and governance
focus areas and progress, complementing the company’s previously released Advancing Climate Solutions report.












•




Announced unique collaboration with FLO that will support Canada’s net zero emissions goals by expanding FLO’s
charging network for electric vehicles.

This collaboration will jointly develop an electric vehicle charging service option for Imperial’s Esso and Mobil branded wholesalers and includes an agreement to transfer credits to Imperial under
Canada’s Clean Fuel Regulations.






6















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 the first half of 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 and refining margins. In the first half 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. Across the third quarter of 2022, high prices and economic uncertainty led to a
tempering of demand for some products, causing crude oil prices and refining margins to soften relative to first half levels. Commodity and product prices are expected to remain volatile given the current global economic and geopolitical uncertainty
affecting supply and demand.





Operating results






Third quarter 2022 vs. third quarter 2021

































































































Third Quarter






millions of Canadian dollars, unless noted




2022




2021






Net income (loss)

(U.S. GAAP)








2,031







908






Net income (loss) per common share, assuming dilution

(dollars)








3.24







1.29






Net income (loss) excluding identified items

1








1,823







908



Current quarter results include favourable identified items

1

of $208 million
related to the company’s gain on the sale of interests in XTO Energy Canada.




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 $21.14 per barrel generally in line with WCS, and synthetic crude oil realizations increased by $38.86 per barrel generally in line with WTI.



Volumes – Lower volumes were the result of timing of planned turnaround activities at Syncrude, partially offset by higher volumes at Cold Lake, primarily driven
by continued focus on sustained performance and production optimization.



Royalty – Higher royalties primarily driven by improved commodity prices.



Identified Items

1

– Current quarter results include favourable identified items

1

related to the company’s gain on the sale of interests in XTO Energy Canada.



Other – Includes higher
operating expenses of about $200 million, partially offset by favourable foreign exchange impacts of about $80 million.








1


non-GAAP

financial measure - see Attachment VI for definition and reconciliation





7















IMPERIAL OIL LIMITED











Marker prices and average realizations
















































































































































Third Quarter






Canadian dollars, unless noted




2022




2021






West Texas Intermediate

(US$ per
barrel)








91.43







70.52






Western Canada Select

(US$ per
barrel)








71.53







57.08






WTI/WCS Spread

(US$ per barrel)








19.90







13.44






Bitumen

(per barrel)








81.58







60.44






Synthetic crude oil

(per barrel)








124.80







85.94






Average foreign exchange rate

(US$)








0.77







0.79




Production
































































































































Third Quarter






thousands of barrels per day




2022




2021






Kearl

(Imperial’s share)








193







194






Cold Lake








150







135






Syncrude

(a)








62







78


















Kearl total gross production

(thousands of barrels per day)








271







274








(a)


In the third quarter of 2022, Syncrude gross production included about 7 thousand barrels per day of bitumen and
other products (2021 - 1 thousand barrels per day) that was exported to the operator’s facilities using an existing interconnect pipeline.




Higher production at Cold Lake was primarily driven by continued focus on sustained performance and production optimization.



Lower production at Syncrude was primarily a result of the timing of planned turnaround activities.




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
































































































Third Quarter






thousands of barrels per day, unless noted




2022




2021






Refinery throughput








426







404






Refinery capacity utilization

(percent)








100







94






Petroleum product sales








484







485



Improved refinery throughput in the third quarter of 2022 was primarily driven by economic optimization across the downstream supply
chain.





8















IMPERIAL OIL LIMITED











Chemicals




Net income
(loss) factor analysis



millions of Canadian dollars





LOGO



Margins – Lower margins primarily reflect weaker industry polyethylene margins.




Corporate and other
































































Third Quarter






millions of Canadian dollars




2022




2021






Net income (loss)

(U.S. GAAP)








(21



)




(30

)



Liquidity and capital resources






































































































































Third Quarter






millions of Canadian dollars




2022




2021



Cash flow generated from (used in):












Operating activities








3,089







1,947






Investing activities








364







(259

)





Financing activities








(2,744



)




(589

)





Increase (decrease) in cash and cash
equivalents








709







1,099






Cash and cash equivalents at period
end








3,576







1,875



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



Cash flow generated from investing activities primarily reflects proceeds from the sale of interests in XTO Energy Canada,
partially offset by higher additions to property, plant and equipment.



Cash flow used in financing activities primarily reflects:
















































































































Third Quarter






millions of Canadian dollars, unless noted




2022




2021






Dividends paid








227







195






Per share dividend paid

(dollars)








0.34







0.27






Share repurchases

(a)








1,512







313






Number of shares purchased

(millions) (a)








25.2







9.0










(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.




During the third quarter of 2022, the company decreased its
long-term debt by $1 billion by partially repaying an existing facility with an affiliated company of ExxonMobil.





9













IMPERIAL OIL LIMITED










Nine months 2022 vs. nine months 2021

































































































Nine Months






millions of Canadian dollars, unless noted




2022




2021






Net income (loss)

(U.S. GAAP)








5,613







1,666






Net income (loss) per common share, assuming dilution

(dollars)








8.58







2.31






Net income (loss) excluding identified items

1








5,405







1,666



Current year results include favourable identified items

1

of $208 million
related to the company’s gain on the sale of interests in XTO Energy Canada.




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 $38.71 per barrel generally in line with WCS, and synthetic crude oil realizations increased by $51.90 per barrel generally in line with WTI.



Volumes – Lower volumes were primarily the result of downtime at Kearl in the first half of the year.



Royalty – Higher royalties primarily driven by improved commodity prices.



Identified Items

1

– Current year results include favourable identified items

1

related to the company’s gain on the sale of interests in XTO Energy Canada.



Other – Includes higher
operating expenses of about $430 million, primarily higher energy prices, partially offset by favourable foreign exchange impacts of about $130 million.




Marker prices and average realizations
















































































































































Nine Months






Canadian dollars, unless noted




2022




2021






West Texas Intermediate

(US$ per
barrel)








98.25







65.04






Western Canada Select

(US$ per
barrel)








82.60







52.45






WTI/WCS Spread

(US$ per barrel)








15.65







12.59






Bitumen

(per barrel)








94.01







55.30






Synthetic crude oil

(per barrel)








129.52







77.62






Average foreign exchange rate

(US$)








0.78







0.80










1


non-GAAP

financial measure - see Attachment VI for definition and reconciliation





10













IMPERIAL OIL LIMITED









Production
































































































































Nine Months






thousands of barrels per day




2022




2021






Kearl

(Imperial’s share)








162







185






Cold Lake








145







139






Syncrude

(a)








74







68


















Kearl total gross production

(thousands of barrels per day)








228







260








(a)


In 2022, Syncrude gross production included about 4 thousand barrels per day of bitumen and other products (2021 -
1 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 downtime in the first half of the year.




Downstream




Net income (loss) factor analysis



millions of Canadian dollars





LOGO



Margins – Higher margins primarily reflect improved market conditions.



Other – Includes lower turnaround impacts of about $140 million, reflecting the absence of turnaround activities at Strathcona refinery and favourable foreign
exchange impacts of about $70 million, partially offset by higher operating expenses of about $130 million, primarily from higher energy costs.




Refinery utilization and petroleum product sales
































































































Nine Months






thousands of barrels per day, unless noted




2022




2021






Refinery throughput








413







367






Refinery capacity utilization

(percent)








96







86






Petroleum product sales








471







442



Improved refinery throughput in 2022 was primarily driven by reduced turnaround activity and increased demand.



Improved petroleum product sales in 2022 primarily reflects increased demand.




Chemicals




Net income (loss) factor analysis



millions of Canadian dollars





LOGO



Margins – Lower margins primarily reflect weaker industry polyethylene margins.





11













IMPERIAL OIL LIMITED









Corporate and other
































































Nine Months






millions of Canadian dollars




2022




2021






Net income (loss)

(U.S. GAAP)








(98



)




(126

)



Liquidity and capital resources
































































































































Nine Months






millions of Canadian dollars




2022




2021






Cash flow generated from (used in):















Operating activities








7,685







3,844






Investing activities








(145



)




(613

)





Financing activities








(6,117



)




(2,127

)





Increase (decrease) in cash and cash
equivalents








1,423







1,104



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 proceeds from the sale of interests in XTO Energy Canada, partially
offset by higher additions to property, plant and equipment.



Cash flow used in financing activities primarily reflects:
















































































































Nine Months






millions of Canadian dollars, unless noted




2022




2021






Dividends paid








640







518






Per share dividend paid

(dollars)








0.95







0.71






Share repurchases

(a)








4,461







1,484






Number of shares purchased

(millions) (a)








66.6







38.5








(a)


Share repurchases were made under the company’s normal course issuer bid program and substantial issuer bid that
commenced on May 6, 2022 and expired on June 10, 2022. Includes shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid, and by way of a proportionate tender under the company’s
substantial issuer bid.




During the third quarter of 2022, the company decreased its long-term debt by $1 billion by partially repaying an
existing facility with an affiliated company of ExxonMobil.



On May 6, 2022, the company commenced a substantial issuer bid pursuant to which it offered to
purchase for cancellation up to $2.5 billion of its common shares through a modified Dutch auction and proportionate tender offer. The substantial issuer bid was completed on June 15, 2022, with the company taking up and paying for
32,467,532 common shares at a price of $77.00 per share, for an aggregate purchase of $2.5 billion and 4.9 percent of Imperial’s issued and outstanding shares at the close of business on May 2, 2022. This included 22,597,379
shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.



Subsequent
to the end of the third quarter, the company completed all share repurchases under its normal course issuer bid on October 21, 2022.



On October 28, 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 $1.5 billion 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.





12













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, structure, timing for determining the terms, pricing and commencement, and ExxonMobil’s intent to make a proportionate tender;
being well positioned to capture value from current commodity price environment and focus on core upstream oil sands assets; Cold Lake updated production guidance for 2022; the company’s planned renewable diesel complex at Strathcona, including
impact and timing of a final investment decision; the company’s financial flexibility; priorities to pay a reliable and growing dividend and return surplus cash to shareholders; continuing to advance solutions to lower emissions, including
Pathways Alliance carbon capture and storage network and developing and deploying technology; the collaboration with FLO to jointly develop an electric charging service option and transfer of credits under the Clean Fuel Regulations; and the
expectation of commodity and product price volatility.



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 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; support from policymakers and other stakeholders for various new technologies such as carbon capture and storage; receipt of regulatory
approvals; for shareholder returns, assumptions such as cash flow forecasts, financing sources and capital structure, that the necessary exemptive relief to proceed with the substantial issuer bid under applicable securities laws will be received on
the timeline anticipated, and 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; and commodity prices, foreign exchange rates and general market conditions could differ
materially depending on a number of factors.





13













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, including for the company’s substantial issuer bid; 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

and subsequent interim reports.



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.





14













IMPERIAL OIL LIMITED










Attachment I






































































































































































































































































































































































































































































































































































































Third Quarter



Nine Months



millions of Canadian dollars, unless noted




2022




2021




2022




2021









Net Income (loss) (U.S. GAAP)

























Total revenues and other income








15,224







10,233







45,217







25,278








Total expenses








12,719







9,044







38,012







23,106



Income (loss) before income taxes








2,505







1,189







7,205







2,172








Income taxes








474







281







1,592







506








Net income (loss)








2,031







908







5,613







1,666








Net income (loss) per common share

(dollars)








3.25







1.30







8.60







2.32








Net income (loss) per common share - assuming dilution

(dollars)








3.24







1.29







8.58







2.31









Other Financial Data

























Gain (loss) on asset sales, after tax








222







10







241







34








Total assets at September 30
















42,986







40,875








Total debt at September 30
















4,160







5,182








Shareholders’ equity at September 30
















22,308







21,209








Capital employed at September 30
















26,491







26,412








Dividends declared on common stock

























Total








211







188







666







544








Per common share

(dollars)








0.34







0.27







1.02







0.76








Millions of common shares outstanding

























At September 30
















611.5







695.6








Average - assuming dilution








626.9







701.9







654.4







721.1





15













IMPERIAL OIL LIMITED










Attachment II













































































































































































































































































































































































































































































































































Third Quarter




Nine Months








millions of Canadian dollars








2022







2021







2022







2021









Total cash and cash equivalents at period end








3,576







1,875







3,576







1,875









Operating Activities

























Net income (loss)








2,031







908







5,613







1,666








Adjustments for

non-cash

items:

























Depreciation and depletion








555







488







1,432







1,432








(Gain) loss on asset sales








(131



)




(12

)






(155



)




(39

)







Deferred income taxes and other








122







(120

)






(358



)




16








Changes in operating assets and liabilities








546







443







1,140







379








All other items - net








(34



)




240







13







390









Cash flows from (used in) operating activities








3,089







1,947







7,685







3,844









Investing Activities

























Additions to property, plant and equipment








(397



)




(276

)






(1,034



)




(684

)







Proceeds from asset sales








760







15







886







57








Additional investments








(6



)




—







(6



)




—








Loans to equity companies - net








7







2







9







14









Cash flows from (used in) investing activities








364







(259

)






(145



)




(613

)








Cash flows from (used in) financing
activities








(2,744



)




(589

)






(6,117



)




(2,127

)




16













IMPERIAL OIL LIMITED










Attachment III














































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































Third Quarter



Nine Months








millions of Canadian dollars




2022




2021




2022




2021









Net income (loss) (U.S. GAAP)

























Upstream








986







524







3,114







850








Downstream








1,012







293







2,434







645








Chemical








54







121







163







297








Corporate and other








(21



)




(30

)






(98



)




(126

)







Net income (loss)








2,031







908







5,613







1,666









Revenues and other income































Upstream








4,949







4,152







15,432







11,579








Downstream








16,236







9,197







49,066







20,333








Chemical








520







477







1,554







1,309








Eliminations / Corporate and other








(6,481



)




(3,593

)






(20,835



)




(7,943

)







Revenues and other income








15,224







10,233







45,217







25,278









Purchases of crude oil and products































Upstream








1,937







1,902







6,184







5,780








Downstream








13,686







7,745







42,459







16,525








Chemical








354







244







1,070







693








Eliminations








(6,499



)




(3,593

)






(20,864



)




(7,946

)







Purchases of crude oil and products








9,478







6,298







28,849







15,052









Production and manufacturing































Upstream








1,381







1,120







4,053







3,395








Downstream








419







356







1,193







1,039








Chemical








72







49







193







145








Eliminations








—







—







—







—








Production and manufacturing








1,872







1,525







5,439







4,579









Selling and general































Upstream








—







—







—







—








Downstream








174







141







474







416








Chemical








17







21







62







68








Eliminations / Corporate and other








18







18







89







85








Selling and general








209







180







625







569









Capital and exploration expenditures































Upstream








309







151







764







366








Downstream








64







120







201







308








Chemical








2







2







5







6








Corporate and other








17







4







32







19








Capital and exploration expenditures








392







277







1,002







699








Exploration expenses charged to Upstream income
included above








1







2







4







6





17













IMPERIAL OIL LIMITED










Attachment IV


























































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































Operating statistics



Third Quarter



Nine Months




2022




2021




2022




2021








Gross crude oil and natural gas liquids (NGL) production


























(thousands of barrels per day)























Kearl








193







194







162






185







Cold Lake








150







135







145






139







Syncrude

(a)








62







78







74






68







Conventional








9







8







9






9







Total crude oil production








414







415







390






401







NGLs available for sale








1







1







1






2







Total crude oil and NGL production








415







416







391







403










Gross natural gas production


(millions of cubic feet per
day)










92







112







101






119








Gross

oil-equivalent

production


(b)










430







435







408






423


(thousands of

oil-equivalent

barrels per day)






























Net crude oil and NGL production


(thousands of barrels per
day)





































Kearl








175







185







148






178







Cold Lake








111







111







107






112







Syncrude

(a)








51







66







58






60







Conventional








8







7







9






8







Total crude oil production








345







369







322






358







NGLs available for sale








1







1







1






1







Total crude oil and NGL production








346







370







323







359










Net natural gas production


(millions of cubic feet per
day)










87







111







95






118








Net

oil-equivalent

production


(b)










361







389







339






379



(thousands of

oil-equivalent

barrels per day)




































Kearl blend sales


(thousands of barrels per
day)










257







285







223






262








Cold Lake blend sales


(thousands of barrels per
day)










190







174







189






186








NGL sales


(thousands of barrels per day) (c)










2







1







2






—








Average realizations


(Canadian dollars)





































Bitumen

(per barrel)








81.58







60.44







94.01






55.30







Synthetic crude oil

(per barrel)








124.80







85.94







129.52






77.62







Conventional crude oil

(per barrel)








94.87







59.94







103.28






55.49







NGL

(per barrel)








61.61







57.16







64.85






45.10







Natural gas

(per thousand cubic feet)








5.10







3.88







5.72






3.50








Refinery throughput


(thousands of barrels per
day)










426







404







413






367








Refinery capacity utilization


(percent)










100







94







96






86








Petroleum product sales


(thousands of barrels per
day)





































Gasolines








237







250







225






219







Heating, diesel and jet fuels








172







158







175






152







Lube oils and other products








49







49







49






46







Heavy fuel oils








26







28







22






25







Net petroleum products sales








484







485







471






442








Petrochemical sales


(thousands of tonnes)










217







203







649






636



(a) Syncrude gross and net production included bitumen and other products that were
exported to the operator’s facilities using an existing interconnect pipeline.




Gross bitumen and other products production

(thousands of barrels per day)








7







1







4






1







Net bitumen and other products production

(thousands of barrels per day)








6







1







3






1




(b) Gas converted to

oil-equivalent

at six
million cubic feet per one thousand barrels.



(c) NGL sales round to 0 in 2021.













18













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






Second Quarter





2,409




3.63







Third Quarter








2,031










3.24










Year








5,613










8.58











(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.






19













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






































































































































































































Third Quarter



Nine Months








millions of Canadian dollars




2022




2021




2022




2021




From Imperial’s Consolidated statement of cash flows

























Cash flows from (used in) operating activities








3,089







1,947







7,685







3,844








Less changes in working capital

























Changes in operating assets and liabilities








546







443







1,140







379









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








2,543







1,504







6,545







3,465





20













IMPERIAL OIL LIMITED









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




















































































































































































































































































Third Quarter



Nine Months








millions of Canadian dollars




2022




2021




2022




2021




From Imperial’s Consolidated statement of cash flows

























Cash flows from (used in) operating activities








3,089







1,947







7,685







3,844








Cash flows from (used in) investing activities

























Additions to property, plant and equipment








(397



)




(276

)






(1,034



)




(684

)







Proceeds from asset sales








760







15







886







57








Additional investments








(6



)




—







(6



)




—








Loans to equity companies - net








7







2







9







14









Free cash flow








3,453







1,688







7,540







3,231




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


























































































































































































































































Third Quarter



Nine Months








millions of Canadian dollars




2022




2021




2022




2021




From Imperial’s Consolidated statement of income

























Net income (loss)

(U.S. GAAP)








2,031







908







5,613







1,666








Less identified items included in Net income (loss)

























Gain/(loss) on sale of assets








208







—







208







—








Subtotal of identified items








208







—







208







—































Net income (loss) excluding identified
items








1,823







908







5,405







1,666





21













IMPERIAL OIL LIMITED









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




































































































































































































































































































































































































































































































































































































Third Quarter



Nine Months



millions of Canadian dollars




2022




2021




2022




2021




From Imperial’s Consolidated statement of Income




















Total expenses








12,719







9,044







38,012







23,106



Less:


























Purchases of crude oil and products








9,478







6,298







28,849







15,052



Federal excise taxes and fuel charge








584







535







1,616







1,404



Depreciation and depletion








555







488







1,432







1,432




Non-service

pension and postretirement benefit








4







11







13







32



Financing








16







5







34







32









Total cash operating costs








2,082







1,707







6,068







5,154









Components of cash operating costs

























Third Quarter




Nine Months



millions of Canadian dollars








2022







2021







2022







2021




From Imperial’s Consolidated statement of Income




















Production and manufacturing








1,872







1,525







5,439







4,579



Selling and general








209







180







625







569



Exploration








1







2







4







6









Cash operating costs








2,082







1,707







6,068







5,154









Segment contributions to total cash operating costs

























Third Quarter




Nine Months



millions of Canadian dollars








2022







2021







2022







2021



Upstream








1,382







1,122







4,057







3,401



Downstream








593







497







1,667







1,455



Chemicals








89







70







255







213



Corporate / Eliminations








18







18







89







85









Cash operating costs








2,082







1,707







6,068







5,154





22













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















































































































































































































































































































































































































































Third Quarter





2022




2021



millions of Canadian dollars




Upstream



(a)





Kearl




Cold



Lake





Syncrude




Upstream



(a)





Kearl




Cold



Lake





Syncrude



Production and manufacturing








1,381










581










299










442







1,120




425




288




331



Selling and general








—










—










—










—







—




—




—




—



Exploration








1










—










—










—







2




—




—




—













Cash operating costs








1,382










581










299










442







1,122




425




288




331












Gross

oil-equivalent

production



(thousands of barrels per day)











430
















193
















150
















62













435










194










135










78
















Unit cash operating cost

($/oeb)









34.93










32.72










21.67










77.49







28.04




23.81




23.19




46.13



USD converted at the quarterly average forex








26.90










25.19










16.69










59.67







22.15




18.81




18.32




36.44




2022 US$0.77; 2021 US$0.79























































































































































































































































































































































































































































































Nine Months





2022




2021



millions of Canadian dollars




Upstream



(a)





Kearl




Cold



Lake





Syncrude




Upstream



(a)





Kearl




Cold



Lake





Syncrude



Production and manufacturing








4,053










1,680










1,017










1,170







3,395




1,341




802




1,055



Selling and general








—










—










—










—







—




—




—




—



Exploration








4










—










—










—







6




—




—




—













Cash operating costs








4,057










1,680










1,017










1,170







3,401




1,341




802




1,055












Gross

oil-equivalent

production



(thousands of barrels per day)











408
















162
















145
















74













423










185










139










68
















Unit cash operating cost

($/oeb)









36.42










37.99










25.69










57.92







29.45




26.55




21.13




56.83



USD converted at the YTD average forex








28.41










29.63










20.04










45.18







23.56




21.24




16.90




45.46




2022 US$0.78; 2021 US$0.80





































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









23




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

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