IMO 10-Q Quarterly Report Sept. 30, 2023 | Alphaminr

IMO 10-Q Quarter ended Sept. 30, 2023

IMPERIAL OIL LTD
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imo-20230930
FALSE 2023 Q3 0000049938 12/31
(a) Amounts from related parties included in revenues. 3,553 4,454 10,245 13,588
(b) Amounts to related parties included in purchases of crude oil and products. 1,228 1,086 3,270 2,865
(c) Amounts to related parties included in production and manufacturing,
and selling and general expenses.
121 120 381 354
(d) Amounts to related parties included in financing. 44 28 124 45
(b) Included contributions to registered pension plans. (43) (41) (129) (137)
http://fasb.org/us-gaap/2023#LongTermDebtAndCapitalLeaseObligations http://fasb.org/us-gaap/2023#LongTermDebtAndCapitalLeaseObligations
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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, 2023
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 class Trading symbol
Name of each exchange on
which registered
None None
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
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. ___
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, 2023 was 566,667,118 .



IMPERIAL OIL LIMITED
Table of contents
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Consolidated statement of income
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of shareholders’ equity
Consolidated statement of cash flows
Notes to consolidated financial statements
Item 2. Management’s discussion and analysis of financial condition and results of operations
Item 3. Quantitative and qualitative disclosures about market risk
Item 4. Controls and procedures
PART II. OTHER INFORMATION
Item 1. Legal proceedings
Item 2. Unregistered sales of equity securities and use of proceeds
Item 5. Other information
Item 6. Exhibits
SIGNATURES
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, 2022. 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 dollars 2023 2022 2023 2022
Revenues and other income
Revenues (a)
13,873 15,071 37,694 45,013
Investment and other income (note 3)
47 153 166 204
Total revenues and other income 13,920 15,224 37,860 45,217
Expenses
Exploration 1 1 3 4
Purchases of crude oil and products (b)
8,748 9,478 24,082 28,849
Production and manufacturing (c)
1,666 1,872 5,207 5,439
Selling and general (c)
237 209 629 625
Federal excise tax and fuel charge 654 584 1,781 1,616
Depreciation and depletion 475 555 1,418 1,432
Non-service pension and postretirement benefit 20 4 60 13
Financing (d) (note 5)
19 16 51 34
Total expenses 11,820 12,719 33,231 38,012
Income (loss) before income taxes 2,100 2,505 4,629 7,205
Income taxes 499 474 1,105 1,592
Net income (loss) 1,601 2,031 3,524 5,613
Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 9)
2.77 3.25 6.05 8.60
Net income (loss) per common share - diluted (note 9)
2.76 3.24 6.04 8.58
(a) Amounts from related parties included in revenues. 3,553 4,454 10,245 13,588
(b) Amounts to related parties included in purchases of crude oil and products. 1,228 1,086 3,270 2,865
(c) Amounts to related parties included in production and manufacturing,
and selling and general expenses.
121 120 381 354
(d) Amounts to related parties included in financing. 44 28 124 45
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 dollars 2023 2022 2023 2022
Net income (loss) 1,601 2,031 3,524 5,613
Other comprehensive income (loss), net of income taxes
Postretirement benefits liability adjustment (excluding amortization) 21 24
Amortization of postretirement benefits liability adjustment
included in net benefit costs
9 21 29 63
Total other comprehensive income (loss) 9 21 50 87
Comprehensive income (loss) 1,610 2,052 3,574 5,700
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
2023
2022
Assets
Current assets
Cash and cash equivalents 2,716 3,749
Accounts receivable - net (a)
5,390 4,719
Inventories of crude oil and products 1,744 1,514
Materials, supplies and prepaid expenses 910 754
Total current assets 10,760 10,736
Investments and long-term receivables (b)
1,048 893
Property, plant and equipment, 55,780 54,568
less accumulated depreciation and depletion ( 25,399 ) ( 24,062 )
Property, plant and equipment, net
30,381 30,506
Goodwill 166 166
Other assets, including intangibles - net 1,231 1,223
Total assets 43,586 43,524
Liabilities
Current liabilities
Notes and loans payable 121 122
Accounts payable and accrued liabilities (a) (note 7)
7,234 6,194
Income taxes payable 418 2,582
Total current liabilities 7,773 8,898
Long-term debt (c) (note 6)
4,017 4,033
Other long-term obligations (note 7)
3,462 3,467
Deferred income tax liabilities 4,526 4,713
Total liabilities 19,778 21,111
Shareholders’ equity
Common shares at stated value (d) (note 9)
1,047 1,079
Earnings reinvested 23,223 21,846
Accumulated other comprehensive income (loss) (note 10)
( 462 ) ( 512 )
Total shareholders’ equity 23,808 22,413
Total liabilities and shareholders’ equity 43,586 43,524
(a) Accounts receivable - net included net amounts receivable from related parties of $ 1,139 million (2022 - $ 1,108 million).
(b) Investments and long-term receivables included amounts from related parties of $ 285 million (2022 - $ 288 million).
(c) Long-term debt included amounts to related parties of $ 3,447 million (2022 - $ 3,447 million).
(d) Number of common shares authorized and outstanding were 1,100 million and 567 million, respectively (2022 - 1,100 million and 584 million, respectively).
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 dollars 2023 2022 2023 2022
Common shares at stated value (note 9)
At beginning of period 1,079 1,177 1,079 1,252
Share purchases at stated value ( 32 ) ( 48 ) ( 32 ) ( 123 )
At end of period 1,047 1,129 1,047 1,129
Earnings reinvested
At beginning of period 23,220 21,913 21,846 21,660
Net income (loss) for the period 1,601 2,031 3,524 5,613
Share purchases in excess of stated value ( 1,310 ) ( 1,464 ) ( 1,310 ) ( 4,338 )
Dividends declared ( 288 ) ( 211 ) ( 837 ) ( 666 )
At end of period 23,223 22,269 23,223 22,269
Accumulated other comprehensive income (loss) (note 10)
At beginning of period ( 471 ) ( 1,111 ) ( 512 ) ( 1,177 )
Other comprehensive income (loss) 9 21 50 87
At end of period ( 462 ) ( 1,090 ) ( 462 ) ( 1,090 )
Shareholders’ equity at end of period 23,808 22,308 23,808 22,308
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 dollars 2023 2022 2023 2022
Operating activities
Net income (loss) 1,601 2,031 3,524 5,613
Adjustments for non-cash items:
Depreciation and depletion 475 555 1,418 1,432
(Gain) loss on asset sales (note 3)
3 ( 131 ) ( 19 ) ( 155 )
Deferred income taxes and other ( 168 ) 122 ( 239 ) ( 358 )
Changes in operating assets and liabilities:
Accounts receivable ( 805 ) 1,648 ( 671 ) ( 1,322 )
Inventories, materials, supplies and prepaid expenses ( 330 ) ( 70 ) ( 389 ) ( 461 )
Income taxes payable 234 296 ( 2,164 ) 1,608
Accounts payable and accrued liabilities 1,314 ( 1,328 ) 1,011 1,315
All other items - net (b)
35 ( 34 ) ( 48 ) 13
Cash flows from (used in) operating activities 2,359 3,089 2,423 7,685
Investing activities
Additions to property, plant and equipment ( 387 ) ( 397 ) ( 1,315 ) ( 1,034 )
Proceeds from asset sales (note 3)
6 760 29 886
Additional investments ( 6 ) ( 6 )
Loans to equity companies - net 1 7 3 9
Cash flows from (used in) investing activities ( 380 ) 364 ( 1,283 ) ( 145 )
Financing activities
Long-term debt - reduction (note 6)
( 1,000 ) ( 1,000 )
Finance lease obligations - reduction (note 6)
( 5 ) ( 5 ) ( 16 ) ( 16 )
Dividends paid ( 292 ) ( 227 ) ( 815 ) ( 640 )
Common shares purchased (note 9)
( 1,342 ) ( 1,512 ) ( 1,342 ) ( 4,461 )
Cash flows from (used in) financing activities ( 1,639 ) ( 2,744 ) ( 2,173 ) ( 6,117 )
Increase (decrease) in cash and cash equivalents 340 709 ( 1,033 ) 1,423
Cash and cash equivalents at beginning of period 2,376 2,867 3,749 2,153
Cash and cash equivalents at end of period (a)
2,716 3,576 2,716 3,576
(a) Cash equivalents are all highly liquid securities with maturity of three months or less.
(b) Included contributions to registered pension plans. ( 43 ) ( 41 ) ( 129 ) ( 137 )
Income taxes (paid) refunded. ( 438 ) ( 64 ) ( 3,627 ) ( 339 )
Interest (paid), net of capitalization. ( 15 ) ( 19 ) ( 52 ) ( 41 )
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)
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 2022 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.
The results for the nine months ended September 30, 2023, 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
2. Business segments
Third Quarter
Upstream
Downstream
Chemical
millions of Canadian dollars 2023 2022 2023 2022 2023 2022
Revenues and other income
Revenues (a) (b)
43 156 13,540 14,537 290 378
Intersegment sales
4,768 4,665 1,560 1,693 92 142
Investment and other income (note 3)
( 4 ) 128 12 6
4,807 4,949 15,112 16,236 382 520
Expenses
Exploration 1 1
Purchases of crude oil and products
1,852 1,937 13,061 13,686 254 354
Production and manufacturing 1,187 1,381 405 419 74 72
Selling and general 177 174 21 17
Federal excise tax and fuel charge 653 583 1 1
Depreciation and depletion 418 501 46 44 2 4
Non-service pension and postretirement benefit
Financing (note 5)
3
Total expenses 3,461 3,820 14,342 14,906 352 448
Income (loss) before income taxes 1,346 1,129 770 1,330 30 72
Income tax expense (benefit) 318 143 184 318 7 18
Net income (loss)
1,028 986 586 1,012 23 54
Cash flows from (used in) operating activities
1,771 1,280 378 1,532 74 109
Capital and exploration expenditures (c)
244 309 103 64 2 2
Third Quarter
Corporate and other
Eliminations
Consolidated
millions of Canadian dollars 2023 2022 2023 2022 2023 2022
Revenues and other income
Revenues (a) (b)
13,873 15,071
Intersegment sales
( 6,420 ) ( 6,500 )
Investment and other income (note 3)
39 19 47 153
39 19 ( 6,420 ) ( 6,500 ) 13,920 15,224
Expenses
Exploration 1 1
Purchases of crude oil and products
( 6,419 ) ( 6,499 ) 8,748 9,478
Production and manufacturing 1,666 1,872
Selling and general 40 19 ( 1 ) ( 1 ) 237 209
Federal excise tax and fuel charge 654 584
Depreciation and depletion 9 6 475 555
Non-service pension and postretirement benefit 20 4 20 4
Financing (note 5)
16 16 19 16
Total expenses 85 45 ( 6,420 ) ( 6,500 ) 11,820 12,719
Income (loss) before income taxes ( 46 ) ( 26 ) 2,100 2,505
Income tax expense (benefit) ( 10 ) ( 5 ) 499 474
Net income (loss)
( 36 ) ( 21 ) 1,601 2,031
Cash flows from (used in) operating activities
136 168 2,359 3,089
Capital and exploration expenditures (c)
38 17 387 392

9


IMPERIAL OIL LIMITED
(a) Includes export sales to the United States of $ 2,180 million (2022 - $ 3,176 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 those 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 those revenues and receivables within the scope of ASC 606 and those outside it.
Revenues
Third Quarter
millions of Canadian dollars 2023 2022
Revenue from contracts with customers 12,271 13,223
Revenue outside the scope of ASC 606
1,602 1,848
Total 13,873 15,071
(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 dollars 2023 2022 2023 2022 2023 2022
Revenues and other income
Revenues (a) (b)
180 374 36,534 43,480 980 1,159
Intersegment sales
11,909 14,923 4,748 5,550 272 395
Investment and other income (note 3)
8 135 47 36
12,097 15,432 41,329 49,066 1,252 1,554
Expenses
Exploration 3 4
Purchases of crude oil and products
4,827 6,184 35,390 42,459 791 1,070
Production and manufacturing 3,730 4,053 1,291 1,193 186 193
Selling and general 494 474 69 62
Federal excise tax and fuel charge 1,778 1,615 3 1
Depreciation and depletion 1,250 1,269 135 130 10 13
Non-service pension and postretirement benefit
Financing (note 5)
3 1
Total expenses 9,813 11,511 39,088 45,871 1,059 1,339
Income (loss) before income taxes 2,284 3,921 2,241 3,195 193 215
Income tax expense (benefit) 542 807 535 761 46 52
Net income (loss)
1,742 3,114 1,706 2,434 147 163
Cash flows from (used in) operating activities
1,946 4,814 187 2,548 97 240
Capital and exploration expenditures (c)
868 764 329 201 11 5
Total assets as at September 30
28,356 28,099 10,912 9,972 441 482
Nine Months to September 30
Corporate and other
Eliminations
Consolidated
millions of Canadian dollars 2023 2022 2023 2022 2023 2022
Revenues and other income
Revenues (a) (b)
37,694 45,013
Intersegment sales
( 16,929 ) ( 20,868 )
Investment and other income (note 3)
111 33 166 204
111 33 ( 16,929 ) ( 20,868 ) 37,860 45,217
Expenses
Exploration 3 4
Purchases of crude oil and products
( 16,926 ) ( 20,864 ) 24,082 28,849
Production and manufacturing 5,207 5,439
Selling and general 69 93 ( 3 ) ( 4 ) 629 625
Federal excise tax and fuel charge 1,781 1,616
Depreciation and depletion 23 20 1,418 1,432
Non-service pension and postretirement benefit 60 13 60 13
Financing (note 5)
48 33 51 34
Total expenses 200 159 ( 16,929 ) ( 20,868 ) 33,231 38,012
Income (loss) before income taxes ( 89 ) ( 126 ) 4,629 7,205
Income tax expense (benefit) ( 18 ) ( 28 ) 1,105 1,592
Net income (loss)
( 71 ) ( 98 ) 3,524 5,613
Cash flows from (used in) operating activities
193 83 2,423 7,685
Capital and exploration expenditures (c)
101 32 1,309 1,002
Total assets as at September 30
4,346 4,704 ( 469 ) ( 271 ) 43,586 42,986
11


IMPERIAL OIL LIMITED
(a) Includes export sales to the United States of $ 6,589 million (2022 - $ 9,551 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 those 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 those revenues and receivables within the scope of ASC 606 and those outside it.
Revenues
Nine Months
to September 30
millions of Canadian dollars 2023 2022
Revenue from contracts with customers 33,713 39,958
Revenue outside the scope of ASC 606
3,981 5,055
Total 37,694 45,013
(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.

12


IMPERIAL OIL LIMITED
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 dollars 2023 2022 2023 2022
Proceeds from asset sales 6 854 29 886
Book value of asset sales 9 723 10 731
Gain (loss) on asset sales, before tax (a)
( 3 ) 131 19 155
Gain (loss) on asset sales, after tax (a)
( 2 ) 222 16 241
(a) The third quarter of 2022 included a gain of $ 116 million ($ 208 million, after tax) from the sale of interests in XTO Energy Canada, which included the removal of a deferred tax liability.
4. Employee retirement benefits
The components of net benefit cost were as follows:
Third Quarter
Nine Months
to September 30
millions of Canadian dollars 2023 2022 2023 2022
Pension benefits:
Service cost 41 70 122 210
Interest cost 94 74 280 221
Expected return on plan assets ( 94 ) ( 103 ) ( 280 ) ( 309 )
Amortization of prior service cost 5 4 13 12
Amortization of actuarial loss (gain) 10 21 32 64
Net benefit cost 56 66 167 198
Other postretirement benefits:
Service cost 3 6 9 17
Interest cost 7 6 21 18
Amortization of actuarial loss (gain) ( 2 ) 2 ( 6 ) 7
Net benefit cost 8 14 24 42
5. Financing costs
Third Quarter
Nine Months
to September 30
millions of Canadian dollars 2023 2022 2023 2022
Debt-related interest
53 34 148 66
Capitalized interest
( 37 ) ( 18 ) ( 100 ) ( 33 )
Net interest expense
16 16 48 33
Other interest
3 3 1
Total financing
19 16 51 34


13


IMPERIAL OIL LIMITED
6. Long-term debt
As at
Sep 30
As at
Dec 31
millions of Canadian dollars 2023 2022
Long-term debt
3,447 3,447
Finance leases
570 586
Total long-term debt 4,017 4,033
7. Other long-term obligations
As at
Sep 30
As at
Dec 31
millions of Canadian dollars 2023 2022
Employee retirement benefits (a)
876 902
Asset retirement obligations and other environmental liabilities (b)
2,189 2,150
Share-based incentive compensation liabilities
130 101
Operating lease liability (c)
122 151
Other obligations
145 163
Total other long-term obligations 3,462 3,467
(a) Total recorded employee retirement benefits obligations also included $ 63 million in current liabilities (2022 - $ 63 million).
(b) Total asset retirement obligations and other environmental liabilities also included $ 116 million in current liabilities (2022 - $ 116 million).
(c) Total operating lease liability also included $ 107 million in current liabilities (2022 - $ 100 million). In addition to the total operating lease liability, undiscounted commitments for leases not yet commenced totalled $ 55 million (2022 - $ 14 million).


14


IMPERIAL OIL LIMITED
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, 2023 and December 31, 2022, 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 and currency exchange 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 flow from (used in) operating activities". The company does not designate derivative instruments as a hedge for hedge accounting purposes.
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 barrels 2023 2022
Crude 3,280 1,800
Products ( 850 ) ( 350 )
Realized and unrealized gain/(loss) on derivative instruments recognized in the Consolidated statement of income is included in the following lines on a before-tax basis:
Third Quarter
Nine Months
to September 30
millions of Canadian dollars 2023 2022 2023 2022
Revenues 6 105 ( 7 ) 91


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, 2023
millions of Canadian dollars
Fair value Effect of
counterparty
netting
Effect of
collateral
netting
Net
carrying
value
Level 1 Level 2 Level 3 Total
Assets
Derivative assets (a)
24 33 57 ( 23 ) ( 1 ) 33
Liabilities
Derivative liabilities (b)
24 39 63 ( 23 ) 40
(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, 2022
millions of Canadian dollars
Fair value Effect of
counterparty
netting
Effect of
collateral
netting
Net
carrying
value
Level 1 Level 2 Level 3 Total
Assets
Derivative assets (a)
17 32 49 ( 27 ) 22
Liabilities
Derivative liabilities (b)
21 20 41 ( 27 ) ( 4 ) 10
(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, 2023 and December 31, 2022, the company had $ 21 million and $ 14 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
9. Common shares
thousands of shares
As at
Sep 30
2023
As at
Dec 31
2022
Authorized 1,100,000 1,100,000
Outstanding 566,667 584,153
The most recent 12-month normal course issuer bid program came into effect June 29, 2023 under which Imperial continued its existing share purchase program. The program enabled the company to purchase up to a maximum of 29,207,635 common shares ( 5 percent of the total shares on June 15, 2023) which included 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 advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated its share purchases under the normal course issuer bid program during the third quarter and, subsequent to the end of the third quarter, the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program.
The excess of the purchase cost over the stated value of shares purchased has been recorded as a distribution of earnings reinvested.
On October 27, 2023, the company announced its intention to launch a substantial issuer bid pursuant to which the company will offer to purchase for cancellation up to $ 1.5 billion of its common shares. The substantial issuer bid will be made through a modified Dutch auction, with a tender price range to be determined by the company at the time of commencement of the offer. Shares may also be tendered by way of a proportionate tender, which will result in a shareholder maintaining their proportionate share ownership. ExxonMobil has advised Imperial that it intends to make a proportionate tender in connection with the offer in order to maintain its proportionate share ownership at approximately 69.6 percent following completion of the offer. Nothing in this report shall constitute an offer to purchase or a solicitation of an offer to sell any shares.
The company’s common share activities are summarized below:
Thousands of
shares
Millions of
dollars
Balance as at December 31, 2021
678,080 1,252
Issued under employee share-based awards
Purchases at stated value ( 93,927 ) ( 173 )
Balance as at December 31, 2022
584,153 1,079
Issued under employee share-based awards
Purchases at stated value ( 17,486 ) ( 32 )
Balance as at September 30, 2023
566,667 1,047
17


IMPERIAL OIL LIMITED
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
2023 2022 2023 2022
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)
1,601 2,031 3,524 5,613
Weighted-average number of common shares outstanding (millions of shares)
578.0 625.3 582.1 652.9
Net income (loss) per common share (dollars)
2.77 3.25 6.05 8.60
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)
1,601 2,031 3,524 5,613
Weighted-average number of common shares outstanding (millions of shares)
578.0 625.3 582.1 652.9
Effect of employee share-based awards (millions of shares)
1.3 1.6 1.2 1.5
Weighted-average number of common shares outstanding,
assuming dilution (millions of shares)
579.3 626.9 583.3 654.4
Net income (loss) per common share (dollars)
2.76 3.24 6.04 8.58
Dividends per common share – declared (dollars)
0.50 0.34 1.44 1.02
18


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

Changes in accumulated other comprehensive income (loss):

millions of Canadian dollars 2023 2022
Balance at January 1 ( 512 ) ( 1,177 )
Postretirement benefits liability adjustment:
Current period change excluding amounts reclassified
from accumulated other comprehensive income
21 24
Amounts reclassified from accumulated other comprehensive income 29 63
Balance at September 30 ( 462 ) ( 1,090 )

Amounts reclassified out of accumulated other comprehensive income (loss) - before-tax income (expense):
Third Quarter
Nine Months
to September 30
millions of Canadian dollars 2023 2022 2023 2022
Amortization of postretirement benefits liability adjustment
included in net benefit cost (a)
( 13 ) ( 28 ) ( 39 ) ( 83 )
(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 dollars 2023 2022 2023 2022
Postretirement benefits liability adjustments:
Postretirement benefits liability adjustment (excluding amortization) 7 8
Amortization of postretirement benefits liability adjustment
included in net benefit cost
4 7 10 20
Total 4 7 17 28

19


IMPERIAL OIL LIMITED
Item 2. Management’s discussion and analysis of financial condition and results of operations
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 in a given quarter may be less than $100 million when the item impacts several segments or several periods. The most directly comparable financial measure that is disclosed in the financial statements is "Net income (loss)" within the company’s Consolidated statement of income. Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational events from business results. The company believes this view provides investors increased transparency into business results and trends, and provides investors with a view of the business as seen through the eyes of management. Net income (loss) excluding identified items is not meant to be viewed in isolation or as a substitute for net income (loss) as prepared in accordance with U.S. GAAP. All identified items are presented on an after-tax basis.
Reconciliation of net income (loss) excluding identified items
Third Quarter
Nine Months
millions of Canadian dollars 2023 2022 2023 2022
From Imperial's Consolidated statement of income
Net income (loss) (U.S. GAAP) 1,601 2,031 3,524 5,613
Less identified items included in Net income (loss)
Gain/(loss) on sale of assets 208 208
Subtotal of identified items 208 208
Net income (loss) excluding identified items 1,601 1,823 3,524 5,405
20


IMPERIAL OIL LIMITED
Recent business environment

During the first quarter of 2023, the price of crude oil declined, impacted by higher inventory levels, and the price of crude oil remained relatively flat during the second quarter. In the third quarter, crude oil prices increased as demand exceeded supply after OPEC+ oil producers further reduced oil output. In addition, the Canadian WTI/WCS spread continued to recover in the third quarter, but remains weaker than 2022 on an annual basis. Similarly, 2023 refining margins remain strong but fall short of 2022 levels on an annual basis.
Operating results
Third quarter 2023 vs. third quarter 2022
Third Quarter
millions of Canadian dollars, unless noted 2023 2022
Net income (loss) (U.S. GAAP)
1,601 2,031
Net income (loss) per common share, assuming dilution (dollars)
2.76 3.24
Net income (loss) excluding identified items¹ 1,601 1,823

Prior year third quarter results included favourable identified items 1 of $208 million related to the company's gain on the sale of interests in XTO Energy Canada.
Upstream
Net income (loss) factor analysis
millions of Canadian dollars
78
Price – Synthetic crude oil realizations decreased by $11.82 per barrel, generally in line with WTI. Average bitumen realizations increased by $4.47 per barrel. Higher bitumen realizations were primarily driven by the narrowing of the WTI/WCS spread, partially offset by lower marker prices.

Volumes – Higher volumes were primarily driven by increased plant capacity utilization and mine equipment productivity at Kearl, and annual turnaround timing and duration at Syncrude, partially offset by steam cycle timing and planned turnaround activity at Cold Lake.

Identified Items 1 Prior year third quarter results included favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.

Other – Includes lower operating expenses of about $160 million, and favourable foreign exchange impacts of about $80 million.








1 non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
21


IMPERIAL OIL LIMITED
Marker prices and average realizations
Third Quarter
Canadian dollars, unless noted 2023 2022
West Texas Intermediate (US$ per barrel)
82.32 91.43
Western Canada Select (US$ per barrel)
69.39 71.53
WTI/WCS Spread (US$ per barrel)
12.93 19.90
Bitumen (per barrel)
86.05 81.58
Synthetic crude oil (per barrel)
112.98 124.80
Average foreign exchange rate (US$)
0.75 0.77
Production
Third Quarter
thousands of barrels per day 2023 2022
Kearl (Imperial's share)
209 193
Cold Lake
128 150
Syncrude (a)
75 62
Kearl total gross production (thousands of barrels per day)
295 271
(a) In the third quarter of 2023, Syncrude gross production included about 0 thousand barrels per day of bitumen and other products (2022 - 7 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.

Higher production at Kearl was primarily driven by increased plant capacity utilization and mine equipment productivity .

Lower production at Cold Lake was primarily driven by steam cycle timing and planned turnaround activity.

Higher production at Syncrude was primarily driven by annual turnaround timing and duration.
Downstream
Net income (loss) factor analysis
millions of Canadian dollars
81

Margins – Lower margins primarily reflect weaker market conditions.

Other – Includes favourable foreign exchange impacts of about $50 million, partially offset by higher turnaround impacts of about $50 million reflecting the planned turnaround activities at Sarnia refinery.
22


IMPERIAL OIL LIMITED
Refinery utilization and petroleum product sales
Third Quarter
thousands of barrels per day, unless noted 2023 2022
Refinery throughput 416 426
Refinery capacity utilization (percent)
96 100
Petroleum product sales 478 484

Lower refinery throughput in the third quarter of 2023 reflects the impact of planned turnaround activities at Sarnia refinery.
Chemicals
Net income (loss) factor analysis
millions of Canadian dollars
80
Corporate and other
Third Quarter
millions of Canadian dollars 2023 2022
Net income (loss) (U.S. GAAP)
(36) (21)
Liquidity and capital resources
Third Quarter
millions of Canadian dollars 2023 2022
Cash flows from (used in):
Operating activities 2,359 3,089
Investing activities (380) 364
Financing activities (1,639) (2,744)
Increase (decrease) in cash and cash equivalents 340 709
Cash and cash equivalents at period end 2,716 3,576

Cash flows from operating activities primarily reflect lower Downstream margins.

Cash flows used in investing activities primarily reflect the absence of proceeds from the sale of interests in XTO Energy Canada.

Cash flows used in financing activities primarily reflect:
Third Quarter
millions of Canadian dollars, unless noted 2023 2022
Dividends paid
292 227
Per share dividend paid (dollars)
0.50 0.34
Share repurchases (a)
1,342 1,512
Number of shares purchased (millions) (a)
17.5 25.2
(a) Share repurchases were made under the company's normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid.

23


IMPERIAL OIL LIMITED
Nine months 2023 vs. nine months 2022
Nine Months
millions of Canadian dollars, unless noted 2023 2022
Net income (loss) (U.S. GAAP)
3,524 5,613
Net income (loss) per common share, assuming dilution (dollars)
6.04 8.58
Net income (loss) excluding identified items¹ 3,524 5,405

Prior year results included favourable identified items 1 of $208 million related to the company's gain on the sale of interests in XTO Energy Canada.
Upstream
Net income (loss) factor analysis
millions of Canadian dollars
79
Price – Lower bitumen realizations were primarily driven by lower marker prices and the widening WTI/WCS spread. Average bitumen realizations decreased by $25.31 per barrel, generally in line with WCS, and synthetic crude oil realizations decreased by $23.87 per barrel, generally in line with WTI.

Volumes – Lower volumes were primarily driven by steam cycle timing at Cold Lake, and the absence of XTO Energy Canada production, partially offset by improved reliability and absence of extreme cold weather at Kearl.

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

Identified Items 1 Prior year results included favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.

Other – Includes favourable foreign exchange impacts of about $400 million, and lower operating expenses of about $220 million, primarily due to lower energy prices.
Marker prices and average realizations
Nine Months
Canadian dollars, unless noted 2023 2022
West Texas Intermediate (US$ per barrel)
77.29 98.25
Western Canada Select (US$ per barrel)
59.67 82.60
WTI/WCS Spread (US$ per barrel)
17.62 15.65
Bitumen (per barrel)
68.70 94.01
Synthetic crude oil (per barrel)
105.65 129.52
Average foreign exchange rate (US$)
0.74 0.78




1 non-GAAP financial measure - see non-GAAP financial measures and other specified financial measures for definition and reconciliation
24


IMPERIAL OIL LIMITED
Production
Nine Months
thousands of barrels per day 2023 2022
Kearl (Imperial's share)
182 162
Cold Lake
134 145
Syncrude (a)
72 74
Kearl total gross production (thousands of barrels per day)
257 228
(a) In 2023, Syncrude gross production included about 1 thousand barrels per day of bitumen and other products (2022 - 4 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.

Higher production at Kearl was primarily driven by improved reliability as a result of the successful rollout of the winterization strategy, the absence of extreme cold weather, increased plant capacity utilization, and mine equipment productivity.

Lower production at Cold Lake was primarily driven by steam cycle timing.
Downstream
Net income (loss) factor analysis
millions of Canadian dollars

82

Margins – Lower margins primarily reflect weaker market conditions.

Other – Favourable foreign exchange impacts of about $240 million and improved volumes of about $140 million, partially offset by higher turnaround impacts of about $300 million, associated with the planned turnaround activities at the Strathcona and Sarnia refineries.
Refinery utilization and petroleum product sales
Nine Months
thousands of barrels per day, unless noted 2023 2022
Refinery throughput 407 413
Refinery capacity utilization (percent)
94 96
Petroleum product sales 469 471
Chemicals
Net income (loss) factor analysis
millions of Canadian dollars

80
25


IMPERIAL OIL LIMITED
Corporate and other
Nine Months
millions of Canadian dollars 2023 2022
Net income (loss) (U.S. GAAP)
(71) (98)
Liquidity and capital resources

Nine Months
millions of Canadian dollars 2023 2022
Cash flows from (used in):
Operating activities 2,423 7,685
Investing activities (1,283) (145)
Financing activities (2,173) (6,117)
Increase (decrease) in cash and cash equivalents (1,033) 1,423

Cash flows from operating activities primarily reflect unfavourable working capital impacts, including an income tax catch-up payment of $2.1 billion, as well as lower Upstream realizations and Downstream margins.

Cash flows used in investing activities primarily reflect the absence of proceeds from the sale of interests in XTO Energy Canada, and higher additions to property, plant and equipment.

Cash flows used in financing activities primarily reflect:
Nine Months
millions of Canadian dollars, unless noted 2023 2022
Dividends paid
815 640
Per share dividend paid (dollars)
1.38 0.95
Share repurchases (a)
1,342 4,461
Number of shares purchased (millions) (a)
17.5 66.6
(a) Share repurchases were made under the company's normal course issuer bid program. In the second quarter of 2022, share repurchases were made under the company's substantial issuer bid that commenced on May 6, 2022 and expired on June 10, 2022. Includes shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid, and by way of a proportionate tender under the company's substantial issuer bid.

On June 27, 2023, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its then existing share purchase program. The program enabled the company to purchase up to a maximum of 29,207,635 common shares during the period June 29, 2023 to June 28, 2024. This maximum included 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 advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program during the third quarter and, subsequent to the end of the third quarter, the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program.

On October 27, 2023, the company announced its intention to launch a substantial issuer bid pursuant to which the company will offer to purchase for cancellation up to $1.5 billion of its common shares. The substantial issuer bid will be made through a modified Dutch auction, with a tender price range to be determined by the company at the time of commencement of the offer. Shares may also be tendered by way of a proportionate tender, which will result in a shareholder maintaining their proportionate share ownership. ExxonMobil has advised Imperial that it intends to make a proportionate tender in connection with the offer in order to maintain its proportionate share ownership at approximately 69.6 percent following completion of the offer. Nothing in this report shall constitute an offer to purchase or a solicitation of an offer to sell any shares.





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IMPERIAL OIL LIMITED
Contractual obligations

As previously communicated, in the second quarter of 2023, the company entered into a long-term purchase agreement with a third party for about $3 billion. It has no impact on the 2023 and 2024 obligations disclosed in Imperial's 2022 annual report on Form 10-K. The company does not believe that the increased obligation will have a material effect on Imperial's operations, financial condition or financial statements.
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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, the company’s intention to initiate a substantial issuer bid, including the size, structure, timing for determining the terms, pricing and commencement, and ExxonMobil’s intent to make a proportionate tender; the continued evaluation of the share purchase program in context of overall capital activities; references to the use of derivative instruments and effectiveness of risk mitigation; and the company’s belief that the commitment related to the long-term purchase agreement will not have a material effect on the company’s operations, financial condition or financial statements.

Forward-looking statements are based on the company's current expectations, estimates, projections and assumptions at the time the statements are made. Actual future financial and operating results, including expectations and assumptions concerning demand growth and energy source, supply and mix; production rates, growth and mix; for shareholder returns, assumptions such as cash flow forecasts, financing sources and capital structure, that the necessary exemptive relief to proceed with the substantial issuer bid under applicable securities laws will be received on the timeline anticipated, and ExxonMobil making a proportionate tender in connection with the substantial issuer bid; project plans, timing, costs, technical evaluations and capacities and the company’s ability to effectively execute on these plans and operate its assets; capital and environmental expenditures; 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, and petroleum and petrochemical products and resulting price, differential and margin impacts, including foreign government action with respect to supply levels and prices, and the occurrence of wars; the receipt, in a timely manner, of regulatory and third-party approvals, including for the company’s substantial issuer bid;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; environmental risks inherent in oil and gas exploration and production activities; political or regulatory events, including changes in law or government policy; management effectiveness and disaster response preparedness; operational hazards and risks; cybersecurity incidents, including increased reliance on remote working arrangements; currency exchange rates; general economic conditions; and other factors discussed in Item 1A risk factors and Item 7 management’s discussion and analysis of financial condition and results of operations of Imperial Oil Limited’s most recent annual report on Form 10-K and subsequent interim reports.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. 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.

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.

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IMPERIAL OIL LIMITED
Item 3. Quantitative and qualitative disclosures about market risk
Information about market risks for the nine months ended September 30, 2023, does not differ materially from that discussed on page 32 of the company’s annual report on Form 10-K for the year ended December 31, 2022.
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, 2023. 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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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)
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)
July 2023
(July 1 - July 31)
2,283,731 66.72 2,283,731 26,923,904
August 2023
(August 1 - August 31)
5,923,101 74.12 5,923,101 21,000,803
September 2023
(September 1 - September 30) 9,278,768 80.91 9,278,768 11,722,035
(a) On June 27, 2023, 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 to continue its existing share purchase program. The program enabled the company to purchase up to a maximum of 29,207,635 common shares during the period June 29, 2023 to June 28, 2024. This maximum included 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 advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated its share purchases under the normal course issuer bid program during the third quarter and, subsequent to the end of the third quarter, the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program.
On October 27, 2023, the company announced its intention to launch a substantial issuer bid pursuant to which the company will offer to purchase for cancellation up to $1.5 billion of its common shares. The substantial issuer bid will be made through a modified Dutch auction, with a tender price range to be determined by the company at the time of commencement of the offer. Shares may also be tendered by way of a proportionate tender, which will result in a shareholder maintaining their proportionate share ownership. ExxonMobil has advised Imperial that it intends to make a proportionate tender in connection with the offer in order to maintain its proportionate share ownership at approximately 69.6 percent following completion of the offer. Nothing in this report shall constitute an offer to purchase or a solicitation of an offer to sell any shares.
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, 2023, 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.
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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).
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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: October 31, 2023
/s/ Daniel E. Lyons
(Signature)
Daniel E. Lyons
Senior vice-president, finance and
administration, and controller
(Principal accounting officer)
Date: October 31, 2023
/s/ Cathryn Walker
(Signature)
Cathryn Walker
Assistant corporate secretary
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