IMO 10-Q Quarterly Report June 30, 2017 | Alphaminr

IMO 10-Q Quarter ended June 30, 2017

IMPERIAL OIL LTD
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10-Q 1 d407882d10q.htm 10-Q 10-Q
Table of Contents

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

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)

Registrant’s telephone number, including area code: 1-800-567-3776

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 91 days.

YES NO

The registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES NO

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

Smaller reporting company

Non-accelerated filer

Emerging growth company

Accelerated filer

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.

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 June 30, 2017 was 844,312,999.


Table of Contents

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 cash flows

6

Notes to the consolidated financial statements

7
Item 2. Management’s discussion and analysis of financial condition and results of operations 14
Item 3. Quantitative and qualitative disclosures about market risk 19
Item 4. Controls and procedures 19
PART II. OTHER INFORMATION 20
Item 1. Legal proceedings 20
Item 2. Unregistered sales of equity securities and use of proceeds 20
Item 6. Exhibits 21
SIGNATURES 22

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, 2016. 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.

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IMPERIAL OIL LIMITED

PART I. FINANCIAL INFORMATION

Item 1.  Financial statements

Consolidated statement of income (U.S. GAAP, unaudited)

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Revenues and other income

Operating revenues (a)

6,985 6,225 13,943 11,399

Investment and other income (note 3)

48 23 246 71

Total revenues and other income

7,033 6,248 14,189 11,470

Expenses

Exploration

- 42 22 59

Purchases of crude oil and products (b)

4,642 4,041 8,975 7,027

Production and manufacturing (c)

1,525 1,310 2,900 2,581

Selling and general (c)

201 267 407 537

Federal excise tax

421 415 815 803

Depreciation and depletion

352 407 744 831

Financing costs (note 5)

17 18 31 33

Total expenses

7,158 6,500 13,894 11,871

Income (loss) before income taxes

(125 ) (252 ) 295 (401)

Income taxes

(48 ) (71 ) 39 (119)

Net income (loss)

(77 ) (181 ) 256 (282)

Per-share information (Canadian dollars)

Net income (loss) per common share - basic (note 8)

(0.09 ) (0.21 ) 0.30 (0.33)

Net income (loss) per common share - diluted (note 8)

(0.09 ) (0.21 ) 0.30 (0.33)

Dividends per common share

0.16 0.15 0.31 0.29

(a)

Amounts from related parties included in operating revenues. 1,008 446 2,045 1,009

(b)

Amounts to related parties included in purchases of crude oil and products. 706 286 1,315 917

(c)

Amounts to related parties included in production and manufacturing,

and selling and general expenses.

147 157 288 261

The information in the notes to consolidated financial statements is an integral part of these statements.

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IMPERIAL OIL LIMITED

Consolidated statement of comprehensive income (U.S. GAAP, unaudited)

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Net income (loss)

(77 ) (181 ) 256 (282)

Other comprehensive income (loss), net of income taxes

Post-retirement benefits liability adjustment (excluding amortization)

- - 41 100

Amortization of post-retirement benefits liability adjustment included in net periodic benefit costs

36 33 72 74

Total other comprehensive income (loss)

36 33 113 174

Comprehensive income (loss)

(41 ) (148 ) 369 (108)

The information in the notes to consolidated financial statements is an integral part of these statements.

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IMPERIAL OIL LIMITED

Consolidated balance sheet (U.S. GAAP, unaudited)

millions of Canadian dollars As at
June 30
2017
As at
Dec 31
2016

Assets

Current assets

Cash

623 391

Accounts receivable, less estimated doubtful accounts (a)

1,599 2,023

Inventories of crude oil and products

1,044 949

Materials, supplies and prepaid expenses

490 468

Total current assets

3,756 3,831

Investments and long-term receivables

907 1,030

Property, plant and equipment,

53,734 53,515

less accumulated depreciation and depletion

(17,888 ) (17,182 )

Property, plant and equipment, net

35,846 36,333

Goodwill

186 186

Other assets, including intangibles, net

410 274

Total assets

41,105 41,654

Liabilities

Current liabilities

Notes and loans payable (b)

203 202

Accounts payable and accrued liabilities (a) (note 7)

2,962 3,193

Income taxes payable

40 488

Total current liabilities

3,205 3,883

Long-term debt (c) (note 6)

5,019 5,032

Other long-term obligations (d) (note 7)

3,678 3,656

Deferred income tax liabilities

4,203 4,062

Total liabilities

16,105 16,633

Shareholders’ equity

Common shares at stated value (e) (note 8)

1,560 1,566

Earnings reinvested (note 9)

25,224 25,352

Accumulated other comprehensive income (loss) (note 10)

(1,784 ) (1,897 )

Total shareholders’ equity

25,000 25,021

Total liabilities and shareholders’ equity

41,105 41,654
(a) Accounts receivable, less estimated doubtful accounts included net amounts receivable from related parties of $126 million (2016 - $172 million).
(b) Notes and loans payable included amounts to related parties of $75 million (2016 - $75 million).
(c) Long-term debt included amounts to related parties of $4,447 million (2016 - $4,447 million).
(d) Other long-term obligations included amounts to related parties of $82 million (2016 - $104 million).
(e) Number of common shares authorized and outstanding were 1,100 million and 844 million, respectively (2016 - 1,100 million and 848 million, respectively).

The information in the notes to consolidated financial statements is an integral part of these statements.

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IMPERIAL OIL LIMITED

Consolidated statement of cash flows (U.S. GAAP, unaudited)

Inflow (outflow) Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Operating activities

Net income (loss)

(77 ) (181 ) 256 (282)

Adjustments for non-cash items:

Depreciation and depletion

352 407 744 831

(Gain) loss on asset sales (note 3)

(31 ) (13 ) (213 ) (43)

Deferred income taxes and other

(37 ) (98 ) 163 (180)

Changes in operating assets and liabilities:

Accounts receivable

146 (338 ) 424 (396)

Inventories, materials, supplies and prepaid expenses

(45 ) 151 (117 ) 119

Income taxes payable

16 22 (448 ) 13

Accounts payable and accrued liabilities

(30 ) 371 (240 ) 182

All other items - net (a)

198 122 277 248

Cash flows from (used in) operating activities

492 443 846 492

Investing activities

Additions to property, plant and equipment

(320 ) (313 ) (442 ) (704)

Proceeds from asset sales (note 3)

39 17 222 50

Additional investments

- (1 ) - (1)

Cash flows from (used in) investing activities

(281 ) (297 ) (220 ) (655)

Financing activities

Short-term debt - net

- 20 - (88)

Long-term debt - additions (note 6)

- - - 495

Reduction in capitalized lease obligations

(6 ) (8 ) (13 ) (15)

Dividends paid

(127 ) (118 ) (254 ) (237)

Common shares purchased (note 8)

(127 ) - (127 ) -

Cash flows from (used in) financing activities

(260 ) (106 ) (394 ) 155

Increase (decrease) in cash

(49 ) 40 232 (8)

Cash at beginning of period

672 155 391 203

Cash at end of period (b)

623 195 623 195

(a)    Included contribution to registered pension plans.

(58 ) (45 ) (98 ) (76)

(b)    Cash is composed of cash in bank and cash equivalents at cost. Cash equivalents are all highly liquid securities with maturity of three months or less when purchased.

The information in the notes to consolidated financial statements is an integral part of these statements.

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IMPERIAL OIL LIMITED

Notes to consolidated financial statements (unaudited)

1.  Basis of financial statement preparation

These unaudited consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles of the United States of America (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 2016 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. Prior data has been reclassified in certain cases to conform to the current presentation basis.

The company’s exploration and production activities are accounted for under the “successful efforts” method.

The results for the six months ended June 30, 2017, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

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IMPERIAL OIL LIMITED

2. Business segments

Second Quarter Upstream Downstream Chemical
millions of Canadian dollars 2017 2016 2017 2016 2017 2016

Revenues and other income

Operating revenues (a)

1,787 1,403 4,909 4,559 289 263

Intersegment sales

289 328 242 211 62 54

Investment and other income (note 3)

5 2 42 20 (2) -

2,081 1,733 5,193 4,790 349 317

Expenses

Exploration

- 42 - - - -

Purchases of crude oil and products

1,026 905 4,014 3,555 193 171

Production and manufacturing

1,051 838 426 421 48 51

Selling and general

(7) (3) 185 253 19 19

Federal excise tax

- - 421 415 - -

Depreciation and depletion

298 350 47 51 3 2

Financing costs (note 5)

- (1) - - - -

Total expenses

2,368 2,131 5,093 4,695 263 243

Income (loss) before income taxes

(287) (398) 100 95 86 74

Income taxes

(86) (108) 22 24 22 19

Net income (loss)

(201) (290) 78 71 64 55

Cash flows from (used in) operating activities

117 82 302 295 100 72

Capital and exploration expenditures (b)

91 250 39 64 3 8

Second Quarter Corporate and Other Eliminations Consolidated
millions of Canadian dollars 2017 2016 2017 2016 2017 2016

Revenues and other income

Operating revenues (a)

- - - - 6,985 6,225

Intersegment sales

- - (593) (593) - -

Investment and other income (note 3)

3 1 - - 48 23

3 1 (593) (593) 7,033 6,248

Expenses

Exploration

- - - - - 42

Purchases of crude oil and products

- - (591) (590) 4,642 4,041

Production and manufacturing

- - - - 1,525 1,310

Selling and general

6 1 (2) (3) 201 267

Federal excise tax

- - - - 421 415

Depreciation and depletion

4 4 - - 352 407

Financing costs (note 5)

17 19 - - 17 18

Total expenses

27 24 (593) (593) 7,158 6,500

Income (loss) before income taxes

(24) (23) - - (125) (252)

Income taxes

(6) (6) - - (48) (71)

Net income (loss)

(18) (17) - - (77) (181)

Cash flows from (used in) operating activities

(27) (6) - - 492 443

Capital and exploration expenditures (b)

10 13 - - 143 335

(a) Included export sales to the United States of $1,045 million (2016 - $966 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.
(b) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to capital leases, additional investments and acquisitions.

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Six Months to June 30 Upstream Downstream Chemical
millions of Canadian dollars 2017 2016 2017 2016 2017 2016

Revenues and other income

Operating revenues (a)

3,498 2,383 9,883 8,499 562 517

Intersegment sales

907 807 551 436 129 98

Investment and other income (note 3)

10 21 233 49 (1) -

4,415 3,211 10,667 8,984 690 615

Expenses

Exploration

22 59 - - - -

Purchases of crude oil and products

2,142 1,723 8,023 6,312 394 330

Production and manufacturing

2,024 1,747 775 736 101 98

Selling and general

(4) (2) 373 491 41 41

Federal excise tax

- - 815 803 - -

Depreciation and depletion

634 707 95 112 6 4

Financing costs (note 5)

4 (4) - - - -

Total expenses

4,822 4,230 10,081 8,454 542 473

Income (loss) before income taxes

(407) (1,019) 586 530 148 142

Income taxes

(120) (281) 128 139 39 38

Net income (loss)

(287) (738) 458 391 109 104

Cash flows from (used in) operating activities

425 (400) 358 764 77 132

Capital and exploration expenditures (b)

194 596 73 107 7 14

Total assets as at June 30

35,527 37,166 4,334 5,239 384 393

Six Months to June 30 Corporate and Other Eliminations Consolidated
millions of Canadian dollars 2017 2016 2017 2016 2017 2016

Revenues and other income

Operating revenues (a)

- - - - 13,943 11,399

Intersegment sales

- - (1,587) (1,341) - -

Investment and other income (note 3)

4 1 - - 246 71

4 1 (1,587) (1,341) 14,189 11,470

Expenses

Exploration

- - - - 22 59

Purchases of crude oil and products

- - (1,584) (1,338) 8,975 7,027

Production and manufacturing

- - - - 2,900 2,581

Selling and general

- 10 (3) (3) 407 537

Federal excise tax

- - - - 815 803

Depreciation and depletion

9 8 - - 744 831

Financing costs (note 5)

27 37 - - 31 33

Total expenses

36 55 (1,587) (1,341) 13,894 11,871

Income (loss) before income taxes

(32) (54) - - 295 (401)

Income taxes

(8) (15) - - 39 (119)

Net income (loss)

(24) (39) - - 256 (282)

Cash flows from (used in) operating activities

(14) (4) - - 846 492

Capital and exploration expenditures (b)

22 26 - - 296 743

Total assets as at June 30

1,071 662 (211) (216) 41,105 43,244

(a) Included export sales to the United States of $1,944 million (2016 - $1,763 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.
(b) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to capital leases, additional investments and acquisitions.

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IMPERIAL OIL LIMITED

3. Investment and other income

Investment and other income included gains and losses on asset sales as follows:

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Proceeds from asset sales

39 17 222 50

Book value of assets sold

9 4 10 7

Gain (loss) on asset sales, before tax (a)

31 13 213 43

Gain (loss) on asset sales, after tax (a)

28 10 186 34
(a) The six months ended June 30, 2017 included a gain of $174 million ($151 million after tax) for the sale of a surplus property in Ontario.

4. Employee retirement benefits

The components of net benefit cost were as follows:

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Pension benefits:

Current service cost

54 51 109 102

Interest cost

79 79 158 158

Expected return on plan assets

(101 ) (100 ) (202 ) (199 )

Amortization of prior service cost

2 3 5 5

Amortization of actuarial loss (gain)

45 41 89 82

Net periodic benefit cost

79 74 159 148

Other post-retirement benefits:

Current service cost

4 4 8 8

Interest cost

6 6 12 13

Amortization of actuarial loss (gain)

2 4 4 7

Net periodic benefit cost

12 14 24 28

The company expects to make contributions in 2017 of about $281 million to funded registered pension plans, an increase of $64 million from the year-end 2016 estimate of $217 million.

5. Financing costs and additional notes and loans payable information

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Debt-related interest

27 32 49 63

Capitalized interest

(10 ) (13 ) (22 ) (26 )

Net interest expense

17 19 27 37

Other interest

- (1 ) 4 (4 )

Total financing costs

17 18 31 33

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IMPERIAL OIL LIMITED

6. Long-term debt

As at
June 30
As at
Dec 31
millions of Canadian dollars 2017 2016

Long-term debt

4,447 4,447

Capital leases

572 585

Total long-term debt

5,019 5,032

7. Other long-term obligations

As at
June 30
As at
Dec 31
millions of Canadian dollars 2017 2016

Employee retirement benefits (a)

1,468 1,645

Asset retirement obligations and other environmental liabilities (b)

1,588 1,544

Share-based incentive compensation liabilities

124 139

Other obligations

498 328

Total other long-term obligations

3,678 3,656

(a) Total recorded employee retirement benefits obligations also included $58 million in current liabilities (2016 - $58 million).
(b) Total asset retirement obligations and other environmental liabilities also included $108 million in current liabilities (2016 - $108 million).

8. Common shares

As of
June 30
As of
Dec 31
thousands of shares 2017 2016

Authorized

1,100,000 1,100,000

Common shares outstanding

844,313 847,599

From 1995 through June 2017, the company purchased shares under a series of 12-month normal course issuer bid share purchase programs, as well as an auction tender. Exxon Mobil Corporation’s participation in these programs, including its participation in concurrent programs outside the normal course issuer bids, maintained its ownership interest in Imperial at approximately 69.6 percent. On June 22, 2017, the company announced another 12-month normal course issuer bid program and will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 25,395,927 common shares (3 percent of the total shares on June 13, 2017) which includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. 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 results of these activities are as shown below:

year Purchased shares
thousands
Millions of
dollars

1995 - 2015

906,544 15,708

2016 - Second quarter

- -

- Full year

1 -

2017 - Second quarter

3,286 127

- Year-to-date

3,286 127

Cumulative purchase to date

909,831 15,835

The excess of the purchase cost over the stated value of shares purchased has been recorded as a distribution of earnings reinvested.

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IMPERIAL OIL LIMITED

The following table provides the calculation of net income per common share:

Second Quarter Six Months
to June 30
2017 2016 2017 2016

Net income (loss) per common share - basic

Net income (loss) (millions of Canadian dollars)

(77 ) (181 ) 256 (282 )

Weighted average number of common shares outstanding (millions of shares)

847.0 847.6 847.3 847.6

Net income (loss) per common share (dollars)

(0.09 ) (0.21 ) 0.30 (0.33 )

Net income (loss) per common share - diluted

Net income (loss) (millions of Canadian dollars)

(77 ) (181 ) 256 (282 )

Weighted average number of common shares outstanding (millions of shares)

847.0 847.6 847.3 847.6

Effect of employee share-based awards (millions of shares)

2.9 3.0 2.8 2.9

Weighted average number of common shares outstanding, assuming dilution (millions of shares)

849.9 850.6 850.1 850.5

Net income (loss) per common share (dollars)

(0.09 ) (0.21 ) 0.30 (0.33 )

9. Earnings reinvested

Second Quarter Six Months
to June 30

millions of Canadian dollars

2017 2016 2017 2016

Earnings reinvested at beginning of period

25,558 23,467 25,352 23,687

Net income (loss) for the period

(77 ) (181 ) 256 (282 )

Share purchases in excess of stated value

(121 ) - (121 ) -

Dividends declared

(136 ) (127 ) (263 ) (246 )

Earnings reinvested at end of period

25,224 23,160 25,224 23,160

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IMPERIAL OIL LIMITED

10. Other comprehensive income (loss) information

Changes in accumulated other comprehensive income (loss):
millions of Canadian dollars 2017 2016

Balance at January 1

(1,897) (1,828)

Post-retirement benefits liability adjustment:

Current period change excluding amounts reclassified from accumulated other comprehensive income

41 100

Amounts reclassified from accumulated other comprehensive income

72 74

Balance at June 30

(1,784) (1,654)

Amounts reclassified out of accumulated other comprehensive income (loss) - before-tax income (expense):

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost (a)

(49 ) (48 ) (98 ) (94 )

(a)    This accumulated other comprehensive income component is included in the computation of net periodic benefit cost (note 4).

Income tax expense (credit) for components of other comprehensive income (loss):

Second Quarter Six Months
to June 30
millions of Canadian dollars 2017 2016 2017 2016

Post-retirement benefits liability adjustments:

Post-retirement benefits liability adjustment (excluding amortization)

- - 16 37

Amortization of post-retirement benefits liability adjustment included in
net periodic benefit cost

13 15 26 20

Total

13 15 42 57

11. Recently issued accounting standards

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard, Revenue from Contracts with Customers . The standard establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2018. The company expects to adopt the standard using the modified retrospective method, under which prior years’ results are not restated, but supplemental information on the impact of the new standard is provided for in the 2018 results. Imperial continues to evaluate other areas of the standard. The impact from the standard is not expected to have a material effect on the company’s financial statements.

In February 2016, the FASB issued a new standard, Leases . The standard requires all leases with an initial term greater than one year be recorded on the balance sheet as a lease asset and lease liability. The standard is required to be adopted beginning January 1, 2019. Imperial is evaluating the standard and its effect on the company’s financial statements and plans to adopt it in 2019.

In March 2017, the FASB issued an Accounting Standards Update, 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The update requires the service cost component of net benefit costs to be reported in the same line in the income statement as other compensation costs and the other components of net benefit costs to be presented separately from the service cost component. Additionally, only the service cost component of net benefit costs will be eligible for capitalization. The update is required to be adopted beginning January 1, 2018. Imperial is evaluating the standard and its effect on the company’s financial statements.

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Item 2. Management’s discussion and analysis of financial condition and results of operations

Operating results

Second quarter 2017 vs. second quarter 2016

The company’s net loss for the second quarter of 2017 was $77 million or $0.09 per-share on a diluted basis, compared to the net loss of $181 million or $0.21 per-share for the same period last year.

Upstream recorded a net loss in the second quarter of $201 million, compared to a net loss of $290 million in the same period of 2016. Results in the second quarter of 2017 reflected the impact of higher Canadian crude oil realizations of about $140 million and favorable foreign exchange impacts, partially offset by higher energy costs of about $50 million and higher operating costs of about $50 million, primarily at Syncrude.

West Texas Intermediate (WTI) averaged US$48.20 per barrel in the second quarter of 2017, up from US$45.64 per barrel in the same quarter of 2016. Western Canada Select (WCS) averaged US$37.18 per barrel and US$32.36 per barrel respectively for the same periods. The WTI / WCS differential narrowed to 23 percent in the second quarter of 2017, from 29 percent in the same period of 2016.

The Canadian dollar averaged US$0.74 in the second quarter of 2017, a decrease of US$0.04 from the second quarter of 2016.

Imperial’s average Canadian dollar realizations for bitumen and synthetic crudes increased generally in line with the North American benchmarks, adjusted for changes in exchange rates and transportation costs. Bitumen realizations averaged $38.22 per barrel for the second quarter of 2017, an increase of $8.77 per barrel versus the second quarter of 2016. Synthetic crude realizations averaged $65.07 per barrel, an increase of $6.49 per barrel for the same period of 2016.

Gross production of Cold Lake bitumen averaged 160,000 barrels per day in the second quarter, compared to 163,000 barrels per day in the same period last year.

Gross production of Kearl bitumen averaged 171,000 barrels per day in the second quarter (121,000 barrels Imperial’s share) up from 155,000 barrels per day (110,000 barrels Imperial’s share) during the second quarter of 2016. Higher production was mainly due to the absence of the Alberta wildfires. In the second quarter of 2017, Kearl production was impacted by planned turnaround activities of about 38,000 barrels per day (27,000 barrels Imperial’s share).

The company’s share of gross production from Syncrude averaged 27,000 barrels per day, up from 18,000 barrels per day in the second quarter of 2016. Syncrude second quarter 2017 production was impacted by the fire at the Syncrude Mildred Lake upgrader that occurred in mid-March and by planned maintenance. Higher production was the result of the absence of the Alberta wildfires and lower planned maintenance compared with the same period of 2016.

Downstream net income was $78 million in the second quarter, up from $71 million in the same period of 2016. Earnings increased mainly due to reduced planned turnaround activity of about $130 million and lower marketing expenses, partly offset by lower marketing margins of about $80 million, including the impact of the retail divestment and lower industry margins, as well as lower refining margins of about $70 million, mainly due to crude supply disruption associated with the Syncrude fire at its Mildred Lake upgrader in March.

Refinery throughput averaged 358,000 barrels per day, up from 246,000 barrels per day in the second quarter of 2016. Increased throughput reflects reduced turnaround activity in the second quarter 2017, compared to the same period of 2016.

Petroleum product sales were 486,000 barrels per day, up from 470,000 barrels per day in the second quarter of 2016. Sales growth continues to be driven by strong collaboration across our downstream value chain and the expansion of Imperial’s retail, wholesale, industrial and commercial networks.

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Chemical net income was $64 million in the second quarter, up from $55 million in the same quarter of 2016.

Net income effects from Corporate and Other were negative $18 million in the second quarter, compared to negative $17 million in the same period of 2016.

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Six months 2017 vs. six months 2016

Net income in the first six months of 2017 was $256 million, or $0.30 per-share on a diluted basis versus a net loss of $282 million or $0.33 per-share in the first six months of 2016.

Upstream recorded a net loss of $287 million in the first six months of 2017, compared to a net loss of $738 million from the same period of 2016. Results reflected the impact of higher Canadian crude oil realizations of about $740 million, partially offset by higher royalties of about $100 million and energy costs of about $80 million, higher operating expenses at Syncrude of about $70 million and lower volumes of about $70 million, including the absence of production at Norman Wells.

West Texas Intermediate averaged US$49.96 per barrel in the first six months of 2017, up from US$39.78 per barrel in the same period of 2016. Western Canada Select averaged US$37.22 per barrel and US$25.88 per barrel respectively for the same periods. The WTI / WCS differential narrowed to 26 percent in the first six months of 2017, from 35 percent in the same period of 2016.

The Canadian dollar averaged US$0.75 in the first six months of 2017, essentially unchanged from the same period of 2016.

Imperial’s average Canadian dollar realizations for bitumen and synthetic crudes increased generally in line with the North American benchmarks, adjusted for changes in the exchange rate and transportation costs. Bitumen realizations averaged $37.21 per barrel for the first six months of 2017, an increase of $16.45 per barrel versus the same period of 2016. Synthetic crude realizations averaged $67.00 per barrel, an increase of $18.41 per barrel from the same period of 2016.

Gross production of Cold Lake bitumen averaged 159,000 barrels per day in the first six months of 2017, compared to 164,000 barrels per day from the same period of 2016. Lower volumes were primarily due to the timing of steam cycles.

Gross production of Kearl bitumen averaged 177,000 barrels per day in the first six months of 2017 (125,000 barrels Imperial’s share) up from 175,000 barrels per day (124,000 barrels Imperial’s share) from the same period of 2016.

During the first six months of 2017, the company’s share of gross production from Syncrude averaged 46,000 barrels per day, compared to 49,000 barrels per day from the same period of 2016. Syncrude year to date production was impacted by the March 2017 fire at the Syncrude Mildred Lake upgrader and planned maintenance. In 2016, production was impacted by the Alberta wildfires and planned maintenance.

Downstream net income was $458 million, up from $391 million from the same period of 2016. Earnings increased mainly due to a gain of $151 million from the sale of a surplus property and reduced planned turnaround activity of about $130 million. This was partially offset by lower marketing margins of approximately $140 million, including the impact of the retail divestment and lower industry margins, as well as lower refining margins of about $50 million, partly due to crude supply disruption associated with the fire at Syncrude’s Mildred Lake upgrader in March.

Refinery throughput averaged 378,000 barrels per day in the first six months of 2017, up from 323,000 barrels per day from the same period of 2016. Capacity utilization increased to 90 percent from 77 percent in the same period of 2016, reflecting reduced turnaround activity.

Petroleum product sales were 486,000 barrels per day in the first six months of 2017, up from 469,000 barrels per day from the same period of 2016. Sales growth continues to be driven by strong collaboration across our downstream value chain and the expansion of Imperial’s retail, wholesale, industrial and commercial networks.

Chemical net income was $109 million, up from $104 million from the same period of 2016.

For the first six months of 2017, net income effects from Corporate and Other were negative $24 million, versus negative $39 million from the same period of 2016.

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Liquidity and capital resources

Cash flow generated from operating activities was $492 million in the second quarter, compared with $443 million in the corresponding period in 2016.

Investing activities used net cash of $281 million in the second quarter, compared with $297 million used in the same period of 2016.

Cash used in financing activities was $260 million in the second quarter, compared with $106 million in the second quarter of 2016. Dividends paid in the second quarter of 2017 were $127 million. The per-share dividend paid in the second quarter was $0.15, up from $0.14 in the same period of 2016. In the second quarter of 2017, Imperial resumed share purchases under its share buyback program. The company purchased about 3.3 million shares for approximately $127 million.

The company’s cash balance was $623 million at June 30, 2017, versus $195 million at the end of the second quarter of 2016.

Cash flow generated from operating activities was $846 million in the first six months of 2017, compared with $492 million in 2016, reflecting higher earnings partially offset by unfavourable working capital effects.

Investing activities used net cash of $220 million in the first six months of 2017, compared with $655 million from the same period of 2016, reflecting lower additions to property, plant and equipment, and higher proceeds from asset sales.

Cash used in financing activities was $394 million in the first six months of 2017, compared with cash provided by financing activities of $155 million from the same period of 2016, reflecting the absence of debt issuance in the current year. Dividends paid in the first six months of 2017 were $254 million. The per-share dividend paid in the first six months of 2017 was $0.30, up from $0.28 for the same period of 2016. In 2017, the company resumed share purchases under its share buyback program. The company purchased about 3.3 million shares for approximately $127 million.

On June 22, 2017, 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 buyback program. The program enables the company to purchase up to a maximum of 25,395,927 common shares during the period June 27, 2017 to June 26, 2018, which includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. 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 on June 26, 2018.

Recently issued accounting standards

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard, Revenue from Contracts with Customers . The standard establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2018. The company expects to adopt the standard using the modified retrospective method, under which prior years’ results are not restated, but supplemental information on the impact of the new standard is provided for in the 2018 results. Imperial continues to evaluate other areas of the standard. The impact from the standard is not expected to have a material effect on the company’s financial statements.

In February 2016, the FASB issued a new standard, Leases . The standard requires all leases with an initial term greater than one year be recorded on the balance sheet as a lease asset and lease liability. The standard is required to be adopted beginning January 1, 2019. Imperial is evaluating the standard and its effect on the company’s financial statements and plans to adopt it in 2019.

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In March 2017, the FASB issued an Accounting Standards Update, 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The update requires the service cost component of net benefit costs to be reported in the same line in the income statement as other compensation costs and the other components of net benefit costs to be presented separately from the service cost component. Additionally, only the service cost component of net benefit costs will be eligible for capitalization. The update is required to be adopted beginning January 1, 2018. Imperial is evaluating the standard and its effect on the company’s financial statements.

Forward-looking statements

Statements in this report regarding future events or conditions are forward-looking statements. Actual future financial and operating results could differ materially due to the impact of market conditions, changes in law or governmental policy, changes in operating conditions and costs, changes in project schedules, operating performance, demand for oil and gas, commercial negotiations or other technical and economic factors.

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Item 3.  Quantitative and qualitative disclosures about market risk

Information about market risks for the six months ended June 30, 2017, does not differ materially from that discussed on page 22 of the company’s annual report on Form 10-K for the year ended December  31, 2016.

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 June 30, 2017. 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.

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PART II.  OTHER INFORMATION

Item 1.  Legal proceedings

On May 31, 2017, Imperial was charged by the Ontario Crown in the Ontario Court of Justice with committing the offence of discharging or causing or permitting the discharge of a contaminant, namely coker stabilizer thermocracked gas and coker stabilizer thermocracked gas condensate, from Imperial’s refinery in Sarnia, into the natural environment that caused or was likely to have caused an adverse effect contrary to section 14(1) of the Environmental Protection Act, R.S.O. 1990, c.E.19, as amended, which offence was alleged to have occurred on June 11, 2015. No determination of impact can be made at this time.

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

(dollars)

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 (a) (b)

April 2017

(Apr 1 – Apr 30)

- - - 3,286,012 (c)

May 2017

(May 1 – May 31)

- - - 3,286,012 (c)

June 2017

(June 1 – June 26) (a)

(June 27 – June 30) (b)

3,286,012

-

38.56

-

3,286,012

-

-

25,395,927 (d)

(a) On June 22, 2016, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a normal course issuer bid and continuation of its share purchase program. This program enabled the company to purchase up to a maximum of 1,000,000 common shares during the period June 27, 2016 to June 26, 2017. The company was also permitted to purchase additional shares from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid, to maintain its shareholding at approximately 69.6 percent. The program ended when the company purchased the maximum allowable number of shares, on June 21, 2017.
(b) On June 22, 2017, 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 25,395,927 common shares during the period June 27, 2017 to June 26, 2018, which includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. 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 on June 26, 2018.
(c) Includes shares that may be purchased under the normal course issuer bid, plus shares that may be purchased concurrently with, but outside the normal course issuer bid, from Exxon Mobil Corporation to maintain its shareholding at approximately 69.6 percent.
(d) In its most recent quarterly earnings release, the company stated that third quarter 2017 share purchases are anticipated to equal approximately $250 million. 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.

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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.

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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: August 1, 2017

/s/ Beverley A. Babcock

(Signature)
Beverley A. Babcock
Senior Vice-President, Finance and Administration and Controller
(Principal Accounting Officer)
Date: August 1, 2017

/s/ Cathryn Walker

(Signature)
Cathryn Walker
Assistant Corporate Secretary

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