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    SEC Form 10-Q filed by Imperial Oil Limited

    11/3/25 1:03:49 PM ET
    $IMO
    Integrated oil Companies
    Energy
    Get the next $IMO alert in real time by email
    imo-20250930
    FALSE2025Q3000004993812/31http://fasb.org/us-gaap/2025#LongTermDebtAndCapitalLeaseObligationshttp://fasb.org/us-gaap/2025#LongTermDebtAndCapitalLeaseObligations
    (a) Amounts from related parties included in revenues (note 1)3,345 3,755 10,340 10,829 
    (b) Amounts to related parties included in purchases of crude oil and products (note 1)1,619 1,955 4,188 5,177 
    (c) Amounts to related parties included in production and manufacturing, and selling
    and general expenses.
    88 121 382 406 
    (d) Amounts to related parties included in financing.30 40 79 127 
    Accounts receivable - net included net amounts receivable from related parties.$973 756
    Investments and long-term receivables included amounts from related parties.253266
    Long-term debt included amounts to related parties.3,4473,447
    Number of common shares authorized (millions).1,1001,100
    Number of common shares outstanding (millions).497509
    (c) Includes contributions to registered pension plans.(37)(37)(111)(112)
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM 10-Q
    ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2025
    OR
    ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ___ to ___
    Commission file number 0-12014
    IMPERIAL OIL LIMITED
    (Exact name of registrant as specified in its charter)
    Canada 98-0017682
    (State or other jurisdiction (I.R.S. Employer
    of incorporation or organization) Identification No.)
    505 Quarry Park Boulevard S.E. Calgary, Alberta, Canada
     T2C 5N1
    (Address of principal executive offices) (Postal Code)
    1-800-567-3776
    (Registrant’s telephone number, including area code)
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading symbol
    Name of each exchange on
    which registered
    NoneNone
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.
    Large accelerated filer
    ☑
    Accelerated filer
    ☐
    Non-accelerated filer
    ☐
    Smaller reporting company
    ☐
    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. ☐

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes ☐ No ☑

    The number of common shares outstanding, as of September 30, 2025 was 496,861,027.



    IMPERIAL OIL LIMITED
    Table of contents
    Page
    PART I. FINANCIAL INFORMATION
    3
    Item 1. Financial statements
    3
    Consolidated statement of income
    3
    Consolidated statement of comprehensive income
    4
    Consolidated balance sheet
    5
    Consolidated statement of shareholders’ equity
    6
    Consolidated statement of cash flows
    7
    Notes to consolidated financial statements
    8
    Item 2. Management’s discussion and analysis of financial condition and results of operations
    20
    Item 3. Quantitative and qualitative disclosures about market risk
    28
    Item 4. Controls and procedures
    28
    PART II. OTHER INFORMATION
    29
    Item 1. Legal proceedings
    29
    Item 2. Unregistered sales of equity securities and use of proceeds
    29
    Item 5. Other information
    29
    Item 6. Exhibits
    30
    SIGNATURES
    31
    In this report, all dollar amounts are expressed in Canadian dollars unless otherwise stated. This report should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2024. Note that numbers may not add due to rounding.
    The term “project” as used in this report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports.
    In this report, unless the context otherwise indicates, reference to “the company” or “Imperial” includes Imperial Oil Limited and its subsidiaries.
    2


    IMPERIAL OIL LIMITED
    PART I. FINANCIAL INFORMATION
    Item 1. Financial statements
    Consolidated statement of income (U.S. GAAP, unaudited)
     
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Revenues and other income  
    Revenues (a)
    11,994 13,215 35,668 38,812 
    Investment and other income (note 3)
    55 44 130 113 
    Total revenues and other income12,049 13,259 35,798 38,925 
     
    Expenses  
    Exploration1 1 3 3 
    Purchases of crude oil and products (b)
    7,776 8,734 22,747 25,296 
    Production and manufacturing (c)
    1,625 1,517 4,975 4,870 
    Selling and general (c) (note 11)
    622 223 1,132 690 
    Federal excise tax and fuel charge380 661 1,344 1,908 
    Depreciation and depletion (includes impairments) (note 11)
    911 508 1,920 1,454 
    Non-service pension and postretirement benefit25 1 36 3 
    Financing (d) (note 5)
    8 11 8 37 
    Total expenses11,348 11,656 32,165 34,261 
     
    Income (loss) before income taxes701 1,603 3,633 4,664 
    Income taxes162 366 857 1,099 
    Net income (loss)539 1,237 2,776 3,565 
    Per share information (Canadian dollars)
     
    Net income (loss) per common share - basic (note 9)
    1.07 2.33 5.47 6.67 
    Net income (loss) per common share - diluted (note 9)
    1.07 2.33 5.46 6.66 
    (a) Amounts from related parties included in revenues (note 1)
    3,345 3,755 10,340 10,829 
    (b) Amounts to related parties included in purchases of crude oil and products (note 1)
    1,619 1,955 4,188 5,177 
    (c) Amounts to related parties included in production and manufacturing, and selling
     and general expenses.
    88 121 382 406 
    (d) Amounts to related parties included in financing.30 40 79 127 
    The information in the notes to consolidated financial statements is an integral part of these statements.

    3


    IMPERIAL OIL LIMITED
    Consolidated statement of comprehensive income (U.S. GAAP, unaudited)
     
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Net income (loss)539 1,237 2,776 3,565 
    Other comprehensive income (loss), net of income taxes  
    Postretirement benefits liability adjustment (excluding amortization)— — 12 4 
    Amortization of postretirement benefits liability adjustment
           included in net benefit costs
    5 13 15 38 
    Total other comprehensive income (loss)5 13 27 42 
    Comprehensive income (loss)544 1,250 2,803 3,607 
    The information in the notes to consolidated financial statements is an integral part of these statements.
    4


    IMPERIAL OIL LIMITED
    Consolidated balance sheet (U.S. GAAP, unaudited)
    As at
    Sep 30
    As at
    Dec 31
    millions of Canadian dollars
    2025
    2024
    Assets  
    Current assets  
    Cash and cash equivalents1,861 979 
    Accounts receivable - net (a)
    5,158 5,758 
    Inventories of crude oil and products2,028 1,642 
    Materials, supplies and prepaid expenses908 975 
    Total current assets9,955 9,354 
    Investments and long-term receivables (b)
    1,111 1,084 
    Property, plant and equipment, (note 11)
    59,293 58,048 
    less accumulated depreciation and depletion (note 11)
    (29,068)(27,241)
    Property, plant and equipment - net (note 11)
    30,225 30,807 
    Goodwill166 166 
    Other assets, including intangibles - net1,506 1,527 
    Total assets42,963 42,938 
    Liabilities  
    Current liabilities  
    Notes and loans payable18 19 
    Accounts payable and accrued liabilities (a) (note 7, 11)
    6,728 6,907 
    Income taxes payable18 81 
    Total current liabilities6,764 7,007 
    Long-term debt (c) (note 6)
    3,979 3,992 
    Other long-term obligations (note 7, 11)
    4,177 3,870 
    Deferred income tax liabilities4,359 4,596 
    Total liabilities19,279 19,465 
    Shareholders’ equity  
    Common shares at stated value (d) (note 9)
    919 942 
    Earnings reinvested22,952 22,745 
    Accumulated other comprehensive income (loss) (note 10)
    (187)(214)
    Total shareholders’ equity23,684 23,473 
     
    Total liabilities and shareholders’ equity42,963 42,938 
    (a)Accounts receivable - net included net amounts receivable from related parties.973 756 
    (b)Investments and long-term receivables included amounts from related parties.253 266 
    (c)Long-term debt included amounts to related parties.3,447 3,447 
    (d)Number of common shares authorized (millions).1,100 1,100 
    Number of common shares outstanding (millions).497 509 
    The information in the notes to consolidated financial statements is an integral part of these statements.

    5


    IMPERIAL OIL LIMITED
    Consolidated statement of shareholders’ equity (U.S. GAAP, unaudited)
     
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Common shares at stated value (note 9)
      
    At beginning of period942 992 942 992 
    Share purchases at stated value(23)(23)(23)(23)
    At end of period919 969 919 969 
    Earnings reinvested
    At beginning of period24,249 23,592 22,745 21,907 
    Net income (loss) for the period539 1,237 2,776 3,565 
    Share purchases in excess of stated value(1,475)(1,207)(1,475)(1,207)
    Dividends declared(361)(317)(1,094)(960)
    At end of period22,952 23,305 22,952 23,305 
     
    Accumulated other comprehensive income (loss) (note 10)
      
    At beginning of period(192)(648)(214)(677)
    Other comprehensive income (loss)5 13 27 42 
    At end of period(187)(635)(187)(635)
    Shareholders’ equity at end of period23,684 23,639 23,684 23,639 
    The information in the notes to consolidated financial statements is an integral part of these statements.
    6


    IMPERIAL OIL LIMITED
    Consolidated statement of cash flows (U.S. GAAP, unaudited)
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Operating activities  
    Net income (loss)539 1,237 2,776 3,565 
    Adjustments for non-cash items:
    Depreciation and depletion (includes impairments) (note 11)
    911 508 1,920 1,454 
    (Gain) loss on asset sales (note 3)
    22 (2)11 (5)
    Deferred income taxes and other(200)53 (231)(186)
    Changes in operating assets and liabilities:  
    Accounts receivable444 548 600 (1,040)
    Inventories, materials, supplies and prepaid expenses(266)502 (319)552 
    Income taxes payable18 (47)(63)(208)
    Accounts payable and accrued liabilities2 (1,313)(201)62 
    All other items - net (c)
    328 1 297 (2)
    Cash flows from (used in) operating activities1,798 1,487 4,790 4,192 
     
    Investing activities  
    Additions to property, plant and equipment(504)(486)(1,373)(1,444)
    Proceeds from asset sales (note 3)
    21 — 34 7 
    Additional investments— — (4)— 
    Loans to equity companies - net1 2 12 16 
    Cash flows from (used in) investing activities(482)(484)(1,331)(1,421)
    Financing activities  
    Finance lease obligations - reduction (note 6)
    (6)(5)(14)(18)
    Dividends paid(366)(322)(1,040)(921)
    Common shares purchased (b) (note 9)
    (1,469)(1,206)(1,523)(1,206)
    Cash flows from (used in) financing activities(1,841)(1,533)(2,577)(2,145)
     
    Increase (decrease) in cash and cash equivalents(525)(530)882 626 
    Cash and cash equivalents at beginning of period2,386 2,020 979 864 
    Cash and cash equivalents at end of period (a)
    1,861 1,490 1,861 1,490 
    (a) Cash equivalents are all highly liquid securities with maturity of three months or less.
    (b) Includes 2 percent tax paid on repurchases of equity.
    (c) Includes contributions to registered pension plans.(37)(37)(111)(112)
     
    Income taxes (paid) refunded.(258)(423)(1,132)(1,557)
    Interest (paid), net of capitalization.(8)(11)(20)(37)
    The information in the notes to consolidated financial statements is an integral part of these statements.
    7


    IMPERIAL OIL LIMITED
    Notes to consolidated financial statements (unaudited)
    Note 1. Basis of financial statement preparation
    These unaudited consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and follow the same accounting policies and methods of computation as, and should be read in conjunction with, the most recent annual consolidated financial statements filed with the U.S. Securities and Exchange Commission (SEC) in the company’s 2024 annual report on Form 10-K. In the opinion of the company, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature.
    The company’s exploration and production activities are accounted for under the “successful efforts” method.

    Amounts for related party revenues and purchases for the three months ended September 30, 2024 have been revised from $2,999 million to $3,755 million and from $1,199 million to $1,955 million, respectively. Amounts for related party revenues and purchases for the nine months ended September 30, 2024 have been revised from $8,674 million to $10,829 million and from $3,022 million to $5,177 million, respectively. Impacts of the revision offset to zero.
    The results for the nine months ended September 30, 2025, are not necessarily indicative of the operations to be expected for the full year.
    All amounts are in Canadian dollars unless otherwise indicated.
    8


    IMPERIAL OIL LIMITED
    Note 2. Business segments
    Third Quarter
            Upstream
           Downstream
            Chemical
    millions of Canadian dollars202520242025202420252024
    Revenues and other income
    Revenues (a) (b)
    72 24 11,675 12,997 247 194 
    Intersegment sales
    4,034 4,583 1,517 1,562 96 60 
    Investment and other income (note 3)
    3 2 31 11 — 1 
    Total revenues and other income4,109 4,609 13,223 14,570 343 255 
    Expenses      
    Exploration1 1 — — — — 
    Purchases of crude oil and products
    1,612 1,766 11,578 13,014 231 157 
    Production and manufacturing1,098 1,050 462 423 58 36 
    Selling and general (note 11)
    — — 169 170 22 22 
    Federal excise tax and fuel charge— — 379 660 1 1 
    Depreciation and depletion (note 11)
    434 447 56 48 4 3 
    Non-service pension and postretirement benefit— — — — — — 
    Financing (note 5)
    3 2 — — — — 
    Total expenses3,148 3,266 12,644 14,315 316 219 
    Income (loss) before income taxes961 1,343 579 255 27 36 
    Income tax expense (benefit)233 316 135 50 6 8 
    Net income (loss)
    728 1,027 444 205 21 28 
    Cash flows from (used in) operating activities
    1,415 1,298 319 164 15 49 
    Capital and exploration expenditures (c)
    353 300 114 133 4 3 
    Third Quarter
    Corporate and other
          Eliminations
           Consolidated
    millions of Canadian dollars202520242025202420252024
    Revenues and other income
    Revenues (a) (b)
    — — — — 11,994 13,215 
    Intersegment sales
    — — (5,647)(6,205)— — 
    Investment and other income (note 3)
    21 30 — — 55 44 
    Total revenues and other income21 30 (5,647)(6,205)12,049 13,259 
    Expenses      
    Exploration— — — — 1 1 
    Purchases of crude oil and products
    — — (5,645)(6,203)7,776 8,734 
    Production and manufacturing7 8 — — 1,625 1,517 
    Selling and general (note 11)
    433 33 (2)(2)622 223 
    Federal excise tax and fuel charge— — — — 380 661 
    Depreciation and depletion (note 11)
    417 10 — — 911 508 
    Non-service pension and postretirement benefit25 1 — — 25 1 
    Financing (note 5)
    5 9 — — 8 11 
    Total expenses887 61 (5,647)(6,205)11,348 11,656 
    Income (loss) before income taxes(866)(31)— — 701 1,603 
    Income tax expense (benefit)(212)(8)— — 162 366 
    Net income (loss)
    (654)(23)— — 539 1,237 
    Cash flows from (used in) operating activities
    49 (24)— — 1,798 1,487 
    Capital and exploration expenditures (c)
    34 50 — — 505 486 

    9


    IMPERIAL OIL LIMITED
    (a)Includes export sales to the United States of $2,404 million (2024 - $2,631 million).
    (b)Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606. Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606. Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it.    
    Revenues
            Third Quarter
    millions of Canadian dollars2025 2024 
    Revenue from contracts with customers9,696 10,404 
    Revenue outside the scope of ASC 606
    2,298 2,811 
    Total11,994 13,215 
    (c)Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits.

    10


    IMPERIAL OIL LIMITED
    Nine Months to September 30
            Upstream
           Downstream
            Chemical
    millions of Canadian dollars202520242025202420252024
    Revenues and other income
    Revenues (a) (b)
    198 95 34,698 37,862 772 855 
    Intersegment sales
    12,140 13,227 4,904 4,949 299 235 
    Investment and other income (note 3)
    13 7 67 32 — 2 
    Total revenues and other income12,351 13,329 39,669 42,843 1,071 1,092 
    Expenses
    Exploration3 3 — — — — 
    Purchases of crude oil and products
    4,843 5,479 34,517 37,549 724 673 
    Production and manufacturing3,401 3,441 1,385 1,279 171 137 
    Selling and general (note 11)
    — — 518 503 64 71 
    Federal excise tax and fuel charge— — 1,340 1,905 4 3 
    Depreciation and depletion (note 11)
    1,322 1,275 145 139 12 11 
    Non-service pension and postretirement benefit— — — — — — 
    Financing (note 5)
    (9)4 — — — — 
    Total expenses9,560 10,202 37,905 41,375 975 895 
    Income (loss) before income taxes2,791 3,127 1,764 1,468 96 197 
    Income tax expense (benefit)668 743 414 338 23 47 
    Net income (loss)
    2,123 2,384 1,350 1,130 73 150 
    Cash flows from (used in) operating activities
    2,637 3,351 2,316 555 (60)120 
    Capital and exploration expenditures (c)
    972 857 292 435 8 11 
    Total assets as at September 30 (d) (note 11)
    28,449 28,186 11,696 11,104 542 452 
    Nine Months to September 30
    Corporate and other
          Eliminations
           Consolidated
    millions of Canadian dollars202520242025202420252024
    Revenues and other income
    Revenues (a) (b)
    — — — — 35,668 38,812 
    Intersegment sales
    — — (17,343)(18,411)— — 
    Investment and other income (note 3)
    50 72 — — 130 113 
    Total revenues and other income50 72 (17,343)(18,411)35,798 38,925 
    Expenses
    Exploration— — — — 3 3 
    Purchases of crude oil and products
    — — (17,337)(18,405)22,747 25,296 
    Production and manufacturing18 13 — — 4,975 4,870 
    Selling and general (note 11)
    556 122 (6)(6)1,132 690 
    Federal excise tax and fuel charge— — — — 1,344 1,908 
    Depreciation and depletion (note 11)
    441 29 — — 1,920 1,454 
    Non-service pension and postretirement benefit36 3 — — 36 3 
    Financing (note 5)
    17 33 — — 8 37 
    Total expenses1,068 200 (17,343)(18,411)32,165 34,261 
    Income (loss) before income taxes(1,018)(128)— — 3,633 4,664 
    Income tax expense (benefit)(248)(29)— — 857 1,099 
    Net income (loss)
    (770)(99)— — 2,776 3,565 
    Cash flows from (used in) operating activities
    (88)166 (15)— 4,790 4,192 
    Capital and exploration expenditures (c)
    104 141 — — 1,376 1,444 
    Total assets as at September 30 (d) (note 11)
    4,034 2,942 (1,758)(155)42,963 42,529 
    11


    IMPERIAL OIL LIMITED
    (a)Includes export sales to the United States of $7,110 million (2024 - $7,641 million).
    (b)Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606. Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606. Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it.    
    Revenues
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 
    Revenue from contracts with customers29,390 30,915 
    Revenue outside the scope of ASC 606
    6,278 7,897 
    Total35,668 38,812 
    (c)Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits.
    (d)In 2025, in conjunction with the company signing an agreement to sell the Calgary Imperial campus, the Upstream segment transferred the asset to the Corporate and other segment for $466 million. The effects of this transaction have been eliminated for consolidation purposes. Prior periods have not been recast.



    12


    IMPERIAL OIL LIMITED
    Note 3. Investment and other income
    Investment and other income included gains and losses on asset sales as follows:
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Proceeds from asset sales21 — 34 7 
    Book value of asset sales43 (2)45 2 
    Gain (loss) on asset sales, before-tax
    (22)2 (11)5 
    Gain (loss) on asset sales, after-tax
    (24)2 (14)5 
    Note 4. Employee retirement benefits
    The components of net benefit cost were as follows:
     
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Pension benefits:
    Service cost46 47 139 139 
    Interest cost93 91 277 274 
    Expected return on plan assets(99)(113)(296)(340)
    Amortization of prior service cost7 7 21 21 
    Amortization of actuarial loss (gain)2 11 8 35 
    Net pension enhancement19 — 19 — 
    Net benefit cost68 43 168 129 
    Other postretirement benefits:   
    Service cost2 3 4 10 
    Interest cost4 7 15 19 
    Amortization of prior service cost (credit)(1)— (3)— 
    Amortization of actuarial loss (gain)(1)(2)(6)(6)
    Net other postretirement benefits enhancement1 — 1 — 
    Net benefit cost5 8 11 23 
    Note 5. Financing costs
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Debt-related interest
    39 48 103 152 
    Capitalized interest
    (34)(39)(86)(119)
    Net interest expense
    5 9 17 33 
    Other interest
    3 2 (9)4 
    Total financing
    8 11 8 37 


    13


    IMPERIAL OIL LIMITED
    Note 6. Long-term debt
    As at
    Sep 30
    As at
    Dec 31
    millions of Canadian dollars2025 2024 
    Long-term debt
    3,447 3,447 
    Finance leases
    532 545 
    Total long-term debt3,979 3,992 
    Note 7. Other long-term obligations
     
    As at
    Sep 30
    As at
    Dec 31
    millions of Canadian dollars2025 2024 
    Employee retirement benefits (a)
    836 846 
    Asset retirement obligations and other environmental liabilities (b)
    2,624 2,641 
    Share-based incentive compensation liabilities
    270 119 
    Operating lease liability (c)
    132 144 
    Other obligations (note 11)
    315 120 
    Total other long-term obligations4,177 3,870 
    (a)Total recorded employee retirement benefits obligations also included $61 million in current liabilities (2024 - $61 million).
    (b)Total asset retirement obligations and other environmental liabilities also included $291 million in current liabilities (2024 - $291 million).
    (c)Total operating lease liability also included $95 million in current liabilities (2024 - $100 million). In addition to the total operating lease liability, undiscounted commitments for leases not yet commenced totaled $87 million (2024 - $56 million).


    14


    IMPERIAL OIL LIMITED
    Note 8. Financial and derivative instruments
    Financial instruments
    The fair value of the company’s financial instruments is determined by reference to various market data and other appropriate valuation techniques. There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value. At September 30, 2025 and December 31, 2024, the fair value of long-term debt ($3,447 million, excluding finance lease obligations) was primarily a level 2 measurement.
    Derivative instruments
    The company’s size, strong capital structure and the complementary nature of its business segments reduce the company’s enterprise-wide risk from changes in commodity prices, currency rates and interest rates. In addition, the company uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading. Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line "Revenues" and in the Consolidated statement of cash flows in "Cash flows from (used in) operating activities". The company’s commodity derivatives are not accounted for under hedge accounting.
    Credit risk associated with the company’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties. The company maintains a system of controls that includes the authorization, reporting and monitoring of derivative activity.
    The net notional long/(short) position of derivative instruments was:
     
    As at
    Sep 30
    As at Dec 31
    thousands of barrels20252024
    Crude(1,284)4,260 
    Products(1,170)(371)
    Realized and unrealized gain/(loss) on derivative instruments recognized in the Consolidated statement of income is included in the following line on a before-tax basis:
     
           Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Revenues20 (34)11 (47)


    15


    IMPERIAL OIL LIMITED
    The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement, were as follows:
    At September 30, 2025
    millions of Canadian dollars
    Fair valueEffect of
    counterparty
    netting
    Effect of
    collateral
    netting
    Net
    carrying
    value
    Level 1Level 2Level 3Total
    Assets
    Derivative assets (a)
    14 30 — 44 (12)(2)30 
    Liabilities
    Derivative liabilities (b)
    12 19 — 31 (12)— 19 
    (a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”.
    (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”.
    At December 31, 2024
    millions of Canadian dollars
    Fair valueEffect of
    counterparty
    netting
    Effect of
    collateral
    netting
    Net
    carrying
    value
    Level 1Level 2Level 3Total
    Assets
    Derivative assets (a)
    38 21 — 59 (38)— 21 
    Liabilities
    Derivative liabilities (b)
    52 30 — 82 (38)(14)30 
    (a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”.
    (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”.
    At September 30, 2025 and December 31, 2024, the company had $12 million and $22 million, respectively, of collateral under a master netting arrangement not offset against the derivatives on the Consolidated balance sheet in “Accounts receivable - net”, primarily related to initial margin requirements.
    16


    IMPERIAL OIL LIMITED
    Note 9. Common shares
    As at
    Sep 30
    As at
    Dec 31
    thousands of shares20252024
    Authorized1,100,000 1,100,000 
    Outstanding496,861 509,045 
    The current 12-month normal course issuer bid program came into effect June 29, 2025 under which Imperial has continued its existing share purchase program. The program enables the company to purchase up to a maximum of 25,452,248 common shares (5 percent of the total shares on June 15, 2025) which includes shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial plans to continue its acceleration of its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice.
    The excess of the purchase cost over the stated value of shares purchased has been recorded as a distribution of earnings reinvested.
    The company’s common share activities are summarized below:
     Thousands of
     shares
    Millions of
     dollars
    Balance as at December 31, 2023
    535,837 992 
    Purchases at stated value(26,792)(50)
    Balance as at December 31, 2024
    509,045 942 
    Purchases at stated value(12,184)(23)
    Balance as at September 30, 2025
    496,861 919 
    The following table provides the calculation of basic and diluted earnings per common share and the dividends declared by the company on its outstanding common shares:
     
           Third Quarter
           Nine Months
           to September 30
    2025202420252024
    Net income (loss) per common share – basic
    Net income (loss) (millions of Canadian dollars)
    5391,2372,7763,565
    Weighted-average number of common shares outstanding (millions of shares)
    503.8530.6507.3534.1
    Net income (loss) per common share (dollars)
    1.072.335.476.67
    Net income (loss) per common share – diluted
    Net income (loss) (millions of Canadian dollars)
    5391,2372,7763,565
    Weighted-average number of common shares outstanding (millions of shares)
    503.8530.6507.3534.1
    Effect of employee share-based awards (millions of shares)
    1.31.31.31.2
    Weighted-average number of common shares outstanding,
            assuming dilution (millions of shares)
    505.1531.9508.6535.3
    Net income (loss) per common share (dollars)
    1.072.335.466.66
    Dividends per common share – declared (dollars)
    0.720.602.161.80
    17


    IMPERIAL OIL LIMITED
    Note 10. Other comprehensive income (loss) information

    Changes in accumulated other comprehensive income (loss):

    millions of Canadian dollars2025 2024 
    Balance at January 1(214)(677)
    Postretirement benefits liability adjustment:
    Current period change excluding amounts reclassified
           from accumulated other comprehensive income
    12 4 
    Amounts reclassified from accumulated other comprehensive income15 38 
    Balance at September 30(187)(635)

    Amounts reclassified out of accumulated other comprehensive income (loss) – before-tax income (expense):
     
          Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Amortization of postretirement benefits liability adjustment
           included in net benefit cost (a)
    (7)(16)(20)(50)
    (a) This accumulated other comprehensive income component is included in the computation of net benefit cost (note 4).

    Income tax expense (credit) for components of other comprehensive income (loss):
          Third Quarter
           Nine Months
           to September 30
    millions of Canadian dollars2025 2024 2025 2024 
    Postretirement benefits liability adjustments:
    Postretirement benefits liability adjustment (excluding amortization)— 1 4 1 
    Amortization of postretirement benefits liability adjustment
           included in net benefit cost
    2 3 5 12 
    Total2 4 9 13 

    18


    IMPERIAL OIL LIMITED
    Note 11. Miscellaneous financial information

    Restructuring charges
    On September 29, 2025, the company announced restructuring plans to improve its performance by centralizing additional corporate and technical activities in global business and technology centres. The restructuring plans include a program of targeted workforce reductions. The program, which is expected to be substantially completed by the end of 2027, involves involuntary employee separations. In Q3 2025, the company recorded charges of $330 million, before-tax, consisting primarily of restructuring costs associated with announced workforce reduction programs. These costs are captured in “Selling and general” on the Consolidated statement of income and reported in the Corporate and other segment.

    The following table summarizes the reserves and charges related to the workforce reduction program, which are recorded in "Accounts payable and accrued liabilities" and "Other long-term obligations" on the Consolidated balance sheet.

    millions of Canadian dollars2025
    Balance at January 1— 
    Additions/adjustments330 
    Payments made— 
    Balance at September 30330 

    Campus impairment
    In Q3 2025, the Corporate and other segment included a non-cash impairment charge of $406 million, before-tax, in conjunction with the company signing an agreement to sell the Calgary Imperial campus. The impairment is reflected in "Depreciation and depletion (includes impairments)" on the Consolidated statement of income, and in "Property, plant and equipment - net" on the Consolidated balance sheet. The Calgary Imperial campus has been classified as an asset held for sale and is reflected in "Property, plant and equipment - net" on the Consolidated balance sheet, with a total asset value of approximately $60 million. It is anticipated that the transaction will close in 2025.
    19


    IMPERIAL OIL LIMITED
    Item 2. Management’s discussion and analysis of financial condition and results of operations
    Recent business environment

    During the third quarter of 2025, the price of crude oil increased slightly relative to second quarter of 2025, while the Canadian WTI/WCS spread remained relatively flat with the second quarter of 2025. Industry refining margins improved in the third quarter of 2025, driven by strong seasonal demand and global diesel supply disruptions.

    During 2025, the United States announced a variety of trade-related actions, including the imposition of tariffs on imports from Canada and several other countries. In response, Canada announced its own retaliatory tariffs. Despite the current uncertainty as to what effects these actions will ultimately have on Imperial, its suppliers and its customers, the company does not anticipate any material near-term financial impacts.
    Operating results
    Third quarter 2025 vs. third quarter 2024

     
            Third Quarter
    millions of Canadian dollars, unless noted20252024
    Net income (loss) (U.S. GAAP)
    5391,237
    Net income (loss) per common share, assuming dilution (dollars)
    1.072.33
    Net income (loss) excluding identified items1
    1,0941,237

    Current quarter results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.
    Upstream
    Net income (loss) factor analysis
    millions of Canadian dollars
    78

    Price – Average bitumen realizations decreased by $9.02 per barrel, primarily driven by lower marker prices partially offset by narrowing WTI/WCS spread. Synthetic crude oil realizations decreased by $13.29 per barrel, primarily driven by lower WTI and a weaker Synthetic/WTI spread.

    Volume – Inventory impacts partially offset by higher production.

    Royalty – Lower royalties were primarily driven by lower commodity prices.





    ¹ non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
    20


    IMPERIAL OIL LIMITED
    Marker prices and average realizations
     
           Third Quarter
    Canadian dollars, unless noted2025 2024 
    West Texas Intermediate (US$ per barrel)
    64.97 75.27 
    Western Canada Select (US$ per barrel)
    54.62 61.76 
    WTI/WCS Spread (US$ per barrel)
    10.35 13.51 
    Bitumen (per barrel)
    68.22 77.24 
    Synthetic crude oil (per barrel)
    91.12 104.41 
    Average foreign exchange rate (US$)
    0.73 0.73 
    Production
     
           Third Quarter
    thousands of barrels per day2025 2024 
    Kearl (Imperial's share)
    224 209 
    Cold Lake
    150 147 
    Syncrude
    78 81 
    Kearl total gross production (thousands of barrels per day)
    316 295 

    Higher production at Kearl was primarily driven by improved reliability and recovery.
    Downstream
    Net income (loss) factor analysis
    millions of Canadian dollars
    81

    Margins - Higher margins primarily reflect improved market conditions.

    Other - Includes lower turnaround impacts of about $70 million.
    Refinery utilization and petroleum product sales
     
           Third Quarter
    thousands of barrels per day, unless noted2025 2024 
    Refinery throughput425 389 
    Refinery capacity utilization (percent)
    98 90 
    Petroleum product sales
    464 487 

    Higher refinery throughput was primarily due to lower turnaround impacts.

    Lower petroleum product sales were primarily due to lower volumes in the supply and wholesale channels.
    21


    IMPERIAL OIL LIMITED
    Chemicals
    Net income (loss) factor analysis
    millions of Canadian dollars
    80
    Corporate and other
     
           Third Quarter
    millions of Canadian dollars2025 2024 
    Net income (loss) (U.S. GAAP)
    (654)(23)

    Current quarter results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.
    Liquidity and capital resources
     
             Third Quarter
    millions of Canadian dollars2025 2024 
    Cash flows from (used in):  
    Operating activities1,798 1,487 
    Investing activities(482)(484)
    Financing activities(1,841)(1,533)
    Increase (decrease) in cash and cash equivalents(525)(530)
    Cash and cash equivalents at period end1,861 1,490 

    Cash flows from operating activities primarily reflect favourable working capital impacts.

    Cash flows used in financing activities primarily reflect:
     
           Third Quarter
    millions of Canadian dollars, unless noted2025 2024 
    Dividends paid
    366 322 
    Per share dividend paid (dollars)
    0.72 0.60 
    Share repurchases (a)
    1,469 1,206 
      Number of shares purchased (millions) (a)
    12.2 12.4 
    (a)Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation.











    ¹ non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
    22


    IMPERIAL OIL LIMITED
    Nine months 2025 vs. nine months 2024
     
            Nine Months
    millions of Canadian dollars, unless noted20252024
    Net income (loss) (U.S. GAAP)
    2,7763,565
    Net income (loss) per common share, assuming dilution (dollars)
    5.466.66
    Net income (loss) excluding identified items1
    3,3313,565
    Current year results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.
    Upstream
    Net income (loss) factor analysis
    millions of Canadian dollars
    79
    Price – Average bitumen realizations decreased by $5.92 per barrel, primarily driven by lower marker prices partially offset by narrowing WTI/WCS spread. Synthetic crude oil realizations decreased by $10.51 per barrel, primarily driven by lower WTI partially offset by an improved Synthetic/WTI spread.

    Volume – Higher volumes were driven by higher production at Syncrude, Kearl and Cold Lake.

    Royalty – Lower royalties were primarily driven by lower commodity prices.

    Other – Primarily due to favourable foreign exchange impacts of about $200 million.
    Marker prices and average realizations
     
           Nine Months
    Canadian dollars, unless noted2025 2024 
    West Texas Intermediate (US$ per barrel)
    66.65 77.59 
    Western Canada Select (US$ per barrel)
    55.70 62.15 
    WTI/WCS Spread (US$ per barrel)
    10.95 15.44 
    Bitumen (per barrel)
    69.68 75.60 
    Synthetic crude oil (per barrel)
    92.44 102.95 
    Average foreign exchange rate (US$)
    0.71 0.74 









    ¹ non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
    23


    IMPERIAL OIL LIMITED
    Production
     
           Nine Months
    thousands of barrels per day2025 2024 
    Kearl (Imperial's share)
    200 195 
    Cold Lake
    150 145 
    Syncrude (a)
    76 73 
    Kearl total gross production (thousands of barrels per day)
    282 275 
    (a)In 2025, Syncrude gross production included about 2 thousand barrels per day of bitumen and other products (2024 - 1 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.
    Downstream
    Net income (loss) factor analysis
    millions of Canadian dollars

    82

    Margins – Higher margins primarily reflect improved market conditions.

    Other – Primarily due to unfavourable wholesale volume impacts of about $70 million, higher operating expenses of about $70 million driven by higher energy costs, and unplanned downtime of about $60 million, partially offset by lower turnaround impacts of about $100 million.
    Refinery utilization and petroleum product sales
     
            Nine Months
    thousands of barrels per day, unless noted2025 2024 
    Refinery throughput400 395 
    Refinery capacity utilization (percent)
    92 91 
    Petroleum product sales
    466 469 

    Chemicals
    Net income (loss) factor analysis
    millions of Canadian dollars

    80

    Margins - Lower margins primarily reflect weaker industry polyethylene margins.
    24


    IMPERIAL OIL LIMITED
    Corporate and other
            Nine Months
    millions of Canadian dollars2025 2024 
    Net income (loss) (U.S. GAAP)
    (770)(99)

    Current year results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge; results also reflect higher incentive compensation as a result of the higher share price.
    Liquidity and capital resources

     
            Nine Months
    millions of Canadian dollars2025 2024 
    Cash flows from (used in):  
    Operating activities4,790 4,192 
    Investing activities(1,331)(1,421)
    Financing activities(2,577)(2,145)
    Increase (decrease) in cash and cash equivalents882 626 

    Cash flows from operating activities primarily reflect favourable working capital impacts.

    Cash flows used in investing activities primarily reflect lower additions to property, plant and equipment.

    Cash flows used in financing activities primarily reflect:
            Nine Months
    millions of Canadian dollars, unless noted2025 2024 
    Dividends paid
    1,040 921 
    Per share dividend paid (dollars)
    2.04 1.70 
    Share repurchases (a)
    1,469 1,206 
      Number of shares purchased (millions) (a)
    12.2 12.4 
    (a)Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation.

    On June 23, 2025, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 25,452,248 common shares during the period June 29, 2025 to June 28, 2026. This maximum includes shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares or otherwise on June 28, 2026. Imperial plans to continue its acceleration of its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice.












    ¹ non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
    25


    IMPERIAL OIL LIMITED
    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 Item 10(e) of Regulation S-K, 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.
    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 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 dollars2025 2024 2025 2024 
    From Imperial's Consolidated statement of income
    Net income (loss) (U.S. GAAP)539 1,237 2,776 3,565 
    Less identified items included in Net income (loss)
    Impairments(306)— (306)— 
    Restructuring charges(249)— (249)— 
    Subtotal of identified items(555)— (555)— 
    Net income (loss) excluding identified items1,094 1,237 3,331 3,565 
    26


    IMPERIAL OIL LIMITED
    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 release include, but are not limited to, references to the company’s purchases under the normal course issuer bid and plans to accelerate completion prior to year end; the use of derivative instruments and effectiveness of risk mitigation; and the continued evaluation of the company’s share purchase program in the context of overall capital activities.

    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 future energy demand, supply and mix; production rates, growth and mix across various assets; for shareholder returns, assumptions such as cash flow forecasts, financing sources and capital structure, participation of the company’s majority shareholder and the results of periodic and ongoing evaluation of alternate uses of capital; project plans, timing, costs, technical evaluations and capacities and the company’s ability to effectively execute on these plans and operate its assets, including the Strathcona renewable diesel project, the Leming, Grand Rapids and LASER projects at Cold Lake, and autonomous operations at Kearl; performance of third-party service providers, including service providers located outside of Canada and ExxonMobil global capability centres; capital and environmental expenditures; the ability to offset any ongoing or renewed inflationary pressures; applicable laws and government policies, including with respect to climate change, greenhouse gas emissions reductions and low carbon fuels; cash generation, financing sources and capital structure, such as dividends and shareholder returns, including the timing and amounts of share repurchases; and commodity prices, foreign exchange rates and general market conditions, could differ materially depending on a number of factors.

    These factors include global, regional or local changes in supply and demand for oil, natural gas, petroleum and petrochemical products, feedstocks and other market factors, economic conditions and seasonal fluctuations and resulting demand, price, differential and margin impacts, including Canadian and foreign government action with respect to supply levels, prices, trade tariffs, trade sanctions or trade controls, the occurrence of disruptions in trade or military alliances, or a broader breakdown in global trade; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws including taxes on share repurchases; third-party opposition to company and service provider operations, projects and infrastructure; failure, delay, reduction, revocation or uncertainty regarding supportive policy and market development for the adoption of emerging lower emission energy technologies and other technologies that support emissions reductions; the receipt, in a timely manner, of regulatory and third-party approvals, including for new technologies relating to the company’s lower emissions business activities; competition from alternative energy sources and established competitors in such markets; availability and allocation of capital; project management and schedules and timely completion of projects; unanticipated technical or operational difficulties; availability and performance of third-party service providers, including those located outside of Canada and ExxonMobil global capability centres; environmental risks inherent in oil and gas exploration and production activities; environmental regulation, including climate change and greenhouse gas regulation and changes to such regulation; management effectiveness and disaster response preparedness; operational hazards and risks; cybersecurity incidents including incidents caused by actors employing emerging technologies such as artificial intelligence; currency exchange rates; general economic conditions, including inflation and the occurrence and duration of economic recessions or downturns; 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’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. 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.
    27


    IMPERIAL OIL LIMITED
    Item 3. Quantitative and qualitative disclosures about market risk
    Information about market risks for the nine months ended September 30, 2025, does not differ materially from that discussed on page 35 of the company’s annual report on Form 10-K for the year ended December 31, 2024.
    Item 4. Controls and procedures
    As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of September 30, 2025. Based on that evaluation, these officers have concluded that the company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has not been any change in the company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.
    28


    IMPERIAL OIL LIMITED
    PART II. OTHER INFORMATION
    Item 1. Legal proceedings
    Imperial has elected to use a $1 million (U.S. dollars) threshold for disclosing environmental proceedings.
    Item 2. Unregistered sales of equity securities and use of proceeds
    Issuer purchases of equity securities
     
    Total number of
    shares purchased
    Average price paid
    per share
    (Canadian dollars) (a)
    Total number of
    shares purchased
    as part of publicly
    announced plans
    or programs
    Maximum number
    of shares that may
    yet be purchased
    under the plans or
    programs (b)
    July 2025
        
    (July 1 - July 31)
    2,424,038 112.92 2,424,038 23,028,210 
    August 2025
    (August 1 - August 31)
    4,693,798 117.98 4,693,798 18,334,412 
    September 2025
      
    (September 1 - September 30)5,066,100 126.64 5,066,100 13,268,312 
    (a)Excludes 2 percent tax on repurchases of equity.

    (b)On June 23, 2025, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 25,452,248 common shares during the period June 29, 2025 to June 28, 2026. This maximum includes shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares or otherwise on June 28, 2026. Imperial plans to continue its acceleration of its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice.

    The company will continue to evaluate its share purchase program in the context of its overall capital activities.
    Purchase plans may be modified at any time without prior notice.

    Item 5. Other information

    During the three months ended September 30, 2025, none of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
    29


    IMPERIAL OIL LIMITED
    Item 6. Exhibits
    (31.1) Certification by the principal executive officer of the company pursuant to Rule 13a-14(a).
    (31.2) Certification by the principal financial officer of the company pursuant to Rule 13a-14(a).
    (32.1) Certification by the chief executive officer of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
    (32.2) Certification by the chief financial officer of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.
    (101) Interactive Data Files (formatted as Inline XBRL).
    (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
    30


    IMPERIAL OIL LIMITED
    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 thereunto duly authorized.

    Imperial Oil Limited
    (Registrant)
    Date:November 3, 2025
    /s/ Daniel E. Lyons
    (Signature)
    Daniel E. Lyons
    Senior vice-president, finance and
    administration, and controller
    (Principal accounting officer)
    Date:November 3, 2025
    /s/ Cathryn Walker
    (Signature)
    Cathryn Walker
    Assistant corporate secretary
    31
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