Imperial Oil Q3: C$12.05B revenue, C$1.07 diluted EPS

Rhea-AI Filing Summary

Imperial Oil Limited reported third‑quarter results showing lower profitability year over year, primarily due to discrete items. Net income was C$539 million on C$12,049 million of total revenues and other income, with diluted EPS of C$1.07. Results include a C$406 million non‑cash impairment tied to the planned sale of the Calgary Imperial campus and a C$330 million restructuring charge related to workforce reductions.

Operations were solid despite softer commodity prices: Upstream net income was C$728 million with higher Kearl production, and Downstream net income was C$444 million as industry refining margins improved. Cash flow from operating activities reached C$1,798 million, supporting capital spending and returns. The company paid C$366 million in dividends and repurchased 12.2 million shares for C$1,469 million under its normal course issuer bid, and it plans to complete the remaining authorized repurchases prior to year end. Common shares outstanding were 496,861,027 as of September 30, 2025.

Insights

Energy equity analyst

Q3 profit fell on impairment and restructuring; cash flow strong.

Imperial Oil posted Q3 net income of C$539M, down year over year, as results reflected a C$406M non‑cash impairment and a C$330M restructuring charge. Excluding these identified items, the underlying business remained resilient with improved refining margins and higher Kearl production.

Operating cash flow of C$1,798M supported C$505M in quarterly capital and exploration expenditures and robust shareholder returns. The company paid dividends of C$366M and executed share repurchases of C$1,469M for 12.2M shares in Q3 under its normal course issuer bid.

Management states it anticipates repurchasing the remaining allowable shares before year end. Actual impacts will depend on commodity prices, refining margins, and execution of the announced restructuring.

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(a) Amounts from related parties included in revenues (note 1) 3,345  3,755  10,340  10,829 

(b) Amounts to related parties included in purchases of crude oil and products (note 1) 1,619  1,955  4,188  5,177 

(c) Amounts to related parties included in production and manufacturing, and selling
and general expenses. 88  121  382  406 

(d) Amounts to related parties included in financing. 30  40  79  127 

Accounts receivable - net included net amounts receivable from related parties. $ 973  756

Investments and long-term receivables included amounts from related parties. 253 266

Long-term debt included amounts to related parties. 3,447 3,447

Number of common shares authorized (millions).			1,100			1,100
Number of common shares outstanding (millions).			497			509

(c) Includes contributions to registered pension plans. (37) (37) (111) (112)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 0-12014

IMPERIAL OIL LIMITED

(Exact name of registrant as specified in its charter)

Canada						98-0017682
(State or other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification No.)
505 Quarry Park Boulevard S.E. Calgary, Alberta, Canada						T2C 5N1
(Address of principal executive offices)						(Postal Code)

1-800-567-3776

(Registrant’s telephone number, including area code)

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

Title of each 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 ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

IMPERIAL OIL LIMITED

Table of contents

			Page
PART I. FINANCIAL INFORMATION			3
Item 1. Financial statements			3
Consolidated statement of income			3
Consolidated statement of comprehensive income			4
Consolidated balance sheet			5
Consolidated statement of shareholders’ equity			6
Consolidated statement of cash flows			7
Notes to consolidated financial statements			8
Item 2. Management’s discussion and analysis of financial condition and results of operations			20
Item 3. Quantitative and qualitative disclosures about market risk			28
Item 4. Controls and procedures			28
PART II. OTHER INFORMATION			29
Item 1. Legal proceedings			29
Item 2. Unregistered sales of equity securities and use of proceeds			29
Item 5. Other information			29
Item 6. Exhibits			30
SIGNATURES			31

In this report, all dollar amounts are expressed in Canadian dollars unless otherwise stated. This report should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2024. Note that numbers may not add due to rounding.

The term “project” as used in this report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports.

In this report, unless the context otherwise indicates, reference to “the company” or “Imperial” includes Imperial Oil Limited and its subsidiaries.

2

IMPERIAL OIL LIMITED

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

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

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Revenues and other income
Revenues (a)			11,994			13,215			35,668			38,812
Investment and other income (note 3)			55			44			130			113
Total revenues and other income			12,049			13,259			35,798			38,925
Expenses
Exploration			1			1			3			3
Purchases of crude oil and products (b)			7,776			8,734			22,747			25,296
Production and manufacturing (c)			1,625			1,517			4,975			4,870
Selling and general (c) (note 11)			622			223			1,132			690
Federal excise tax and fuel charge			380			661			1,344			1,908
Depreciation and depletion (includes impairments) (note 11)			911			508			1,920			1,454
Non-service pension and postretirement benefit			25			1			36			3
Financing (d) (note 5)			8			11			8			37
Total expenses			11,348			11,656			32,165			34,261
Income (loss) before income taxes			701			1,603			3,633			4,664
Income taxes			162			366			857			1,099
Net income (loss)			539			1,237			2,776			3,565
Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 9)			1.07			2.33			5.47			6.67
Net income (loss) per common share - diluted (note 9)			1.07			2.33			5.46			6.66
(a) Amounts from related parties included in revenues (note 1)			3,345			3,755			10,340			10,829
(b) Amounts to related parties included in purchases of crude oil and products (note 1)			1,619			1,955			4,188			5,177
(c) Amounts to related parties included in production and manufacturing, and selling  and general expenses.			88			121			382			406
(d) Amounts to related parties included in financing.			30			40			79			127
The information in the notes to consolidated financial statements is an integral part of these statements.

3

IMPERIAL OIL LIMITED

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

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

4

IMPERIAL OIL LIMITED

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

						As at Sep 30			As at Dec 31
millions of Canadian dollars						2025			2024
Assets
Current assets
Cash and cash equivalents						1,861			979
Accounts receivable - net (a)						5,158			5,758
Inventories of crude oil and products						2,028			1,642
Materials, supplies and prepaid expenses						908			975
Total current assets						9,955			9,354
Investments and long-term receivables (b)						1,111			1,084
Property, plant and equipment, (note 11)						59,293			58,048
less accumulated depreciation and depletion (note 11)						(29,068)			(27,241)
Property, plant and equipment - net (note 11)						30,225			30,807
Goodwill						166			166
Other assets, including intangibles - net						1,506			1,527
Total assets						42,963			42,938
Liabilities
Current liabilities
Notes and loans payable						18			19
Accounts payable and accrued liabilities (a) (note 7, 11)						6,728			6,907
Income taxes payable						18			81
Total current liabilities						6,764			7,007
Long-term debt (c) (note 6)						3,979			3,992
Other long-term obligations (note 7, 11)						4,177			3,870
Deferred income tax liabilities						4,359			4,596
Total liabilities						19,279			19,465
Shareholders’ equity
Common shares at stated value (d) (note 9)						919			942
Earnings reinvested						22,952			22,745
Accumulated other comprehensive income (loss) (note 10)						(187)			(214)
Total shareholders’ equity						23,684			23,473
Total liabilities and shareholders’ equity						42,963			42,938
(a)			Accounts receivable - net included net amounts receivable from related parties.			973			756
(b)			Investments and long-term receivables included amounts from related parties.			253			266
(c)			Long-term debt included amounts to related parties.			3,447			3,447
(d)			Number of common shares authorized (millions).			1,100			1,100
			Number of common shares outstanding (millions).			497			509
The information in the notes to consolidated financial statements is an integral part of these statements.

5

IMPERIAL OIL LIMITED

Consolidated statement of shareholders’ equity (U.S. GAAP, unaudited)

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Common shares at stated value (note 9)
At beginning of period			942			992			942			992
Share purchases at stated value			(23)			(23)			(23)			(23)
At end of period			919			969			919			969
Earnings reinvested
At beginning of period			24,249			23,592			22,745			21,907
Net income (loss) for the period			539			1,237			2,776			3,565
Share purchases in excess of stated value			(1,475)			(1,207)			(1,475)			(1,207)
Dividends declared			(361)			(317)			(1,094)			(960)
At end of period			22,952			23,305			22,952			23,305
Accumulated other comprehensive income (loss) (note 10)
At beginning of period			(192)			(648)			(214)			(677)
Other comprehensive income (loss)			5			13			27			42
At end of period			(187)			(635)			(187)			(635)
Shareholders’ equity at end of period			23,684			23,639			23,684			23,639
The information in the notes to consolidated financial statements is an integral part of these statements.

6

IMPERIAL OIL LIMITED

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

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

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IMPERIAL OIL LIMITED

Notes to consolidated financial statements (unaudited)

Note 1. Basis of financial statement preparation

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

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

Amounts for related party revenues and purchases for the three months ended September 30, 2024 have been revised from $2,999 million to $3,755 million and from $1,199 million to $1,955 million, respectively. Amounts for related party revenues and purchases for the nine months ended September 30, 2024 have been revised from $8,674 million to $10,829 million and from $3,022 million to $5,177 million, respectively. Impacts of the revision offset to zero.

The results for the nine months ended September 30, 2025, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

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IMPERIAL OIL LIMITED

Note 2. Business segments

Third Quarter			Upstream						Downstream						Chemical
millions of Canadian dollars			2025			2024			2025			2024			2025			2024
Revenues and other income
Revenues (a) (b)			72			24			11,675			12,997			247			194
Intersegment sales			4,034			4,583			1,517			1,562			96			60
Investment and other income (note 3)			3			2			31			11			—			1
Total revenues and other income			4,109			4,609			13,223			14,570			343			255
Expenses
Exploration			1			1			—			—			—			—
Purchases of crude oil and products			1,612			1,766			11,578			13,014			231			157
Production and manufacturing			1,098			1,050			462			423			58			36
Selling and general (note 11)			—			—			169			170			22			22
Federal excise tax and fuel charge			—			—			379			660			1			1
Depreciation and depletion (note 11)			434			447			56			48			4			3
Non-service pension and postretirement benefit			—			—			—			—			—			—
Financing (note 5)			3			2			—			—			—			—
Total expenses			3,148			3,266			12,644			14,315			316			219
Income (loss) before income taxes			961			1,343			579			255			27			36
Income tax expense (benefit)			233			316			135			50			6			8
Net income (loss)			728			1,027			444			205			21			28
Cash flows from (used in) operating activities			1,415			1,298			319			164			15			49
Capital and exploration expenditures (c)			353			300			114			133			4			3

Third Quarter			Corporate and other						Eliminations															Consolidated
millions of Canadian dollars			2025			2024			2025			2024												2025			2024
Revenues and other income
Revenues (a) (b)			—			—			—			—												11,994			13,215
Intersegment sales			—			—			(5,647)			(6,205)												—			—
Investment and other income (note 3)			21			30			—			—												55			44
Total revenues and other income			21			30			(5,647)			(6,205)												12,049			13,259
Expenses
Exploration			—			—			—			—												1			1
Purchases of crude oil and products			—			—			(5,645)			(6,203)												7,776			8,734
Production and manufacturing			7			8			—			—												1,625			1,517
Selling and general (note 11)			433			33			(2)			(2)												622			223
Federal excise tax and fuel charge			—			—			—			—												380			661
Depreciation and depletion (note 11)			417			10			—			—												911			508
Non-service pension and postretirement benefit			25			1			—			—												25			1
Financing (note 5)			5			9			—			—												8			11
Total expenses			887			61			(5,647)			(6,205)												11,348			11,656
Income (loss) before income taxes			(866)			(31)			—			—												701			1,603
Income tax expense (benefit)			(212)			(8)			—			—												162			366
Net income (loss)			(654)			(23)			—			—												539			1,237
Cash flows from (used in) operating activities			49			(24)			—			—												1,798			1,487
Capital and exploration expenditures (c)			34			50			—			—												505			486

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IMPERIAL OIL LIMITED

(a)Includes export sales to the United States of $2,404 million (2024 - $2,631 million).

(b)Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606. Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606. Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it.    

Revenues			Third Quarter
millions of Canadian dollars			2025			2024
Revenue from contracts with customers			9,696			10,404
Revenue outside the scope of ASC 606			2,298			2,811
Total			11,994			13,215

(c)Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits.

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IMPERIAL OIL LIMITED

Nine Months to September 30			Upstream						Downstream						Chemical
millions of Canadian dollars			2025			2024			2025			2024			2025			2024
Revenues and other income
Revenues (a) (b)			198			95			34,698			37,862			772			855
Intersegment sales			12,140			13,227			4,904			4,949			299			235
Investment and other income (note 3)			13			7			67			32			—			2
Total revenues and other income			12,351			13,329			39,669			42,843			1,071			1,092
Expenses
Exploration			3			3			—			—			—			—
Purchases of crude oil and products			4,843			5,479			34,517			37,549			724			673
Production and manufacturing			3,401			3,441			1,385			1,279			171			137
Selling and general (note 11)			—			—			518			503			64			71
Federal excise tax and fuel charge			—			—			1,340			1,905			4			3
Depreciation and depletion (note 11)			1,322			1,275			145			139			12			11
Non-service pension and postretirement benefit			—			—			—			—			—			—
Financing (note 5)			(9)			4			—			—			—			—
Total expenses			9,560			10,202			37,905			41,375			975			895
Income (loss) before income taxes			2,791			3,127			1,764			1,468			96			197
Income tax expense (benefit)			668			743			414			338			23			47
Net income (loss)			2,123			2,384			1,350			1,130			73			150
Cash flows from (used in) operating activities			2,637			3,351			2,316			555			(60)			120
Capital and exploration expenditures (c)			972			857			292			435			8			11
Total assets as at September 30 (d) (note 11)			28,449			28,186			11,696			11,104			542			452

Nine Months to September 30			Corporate and other						Eliminations															Consolidated
millions of Canadian dollars			2025			2024			2025			2024												2025			2024
Revenues and other income
Revenues (a) (b)			—			—			—			—												35,668			38,812
Intersegment sales			—			—			(17,343)			(18,411)												—			—
Investment and other income (note 3)			50			72			—			—												130			113
Total revenues and other income			50			72			(17,343)			(18,411)												35,798			38,925
Expenses
Exploration			—			—			—			—												3			3
Purchases of crude oil and products			—			—			(17,337)			(18,405)												22,747			25,296
Production and manufacturing			18			13			—			—												4,975			4,870
Selling and general (note 11)			556			122			(6)			(6)												1,132			690
Federal excise tax and fuel charge			—			—			—			—												1,344			1,908
Depreciation and depletion (note 11)			441			29			—			—												1,920			1,454
Non-service pension and postretirement benefit			36			3			—			—												36			3
Financing (note 5)			17			33			—			—												8			37
Total expenses			1,068			200			(17,343)			(18,411)												32,165			34,261
Income (loss) before income taxes			(1,018)			(128)			—			—												3,633			4,664
Income tax expense (benefit)			(248)			(29)			—			—												857			1,099
Net income (loss)			(770)			(99)			—			—												2,776			3,565
Cash flows from (used in) operating activities			(88)			166			(15)			—												4,790			4,192
Capital and exploration expenditures (c)			104			141			—			—												1,376			1,444
Total assets as at September 30 (d) (note 11)			4,034			2,942			(1,758)			(155)												42,963			42,529

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IMPERIAL OIL LIMITED

(a)Includes export sales to the United States of $7,110 million (2024 - $7,641 million).

(b)Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606. Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606. Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it.    

Revenues			Nine Months        to September 30
millions of Canadian dollars			2025			2024
Revenue from contracts with customers			29,390			30,915
Revenue outside the scope of ASC 606			6,278			7,897
Total			35,668			38,812

(c)Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits.

(d)In 2025, in conjunction with the company signing an agreement to sell the Calgary Imperial campus, the Upstream segment transferred the asset to the Corporate and other segment for $466 million. The effects of this transaction have been eliminated for consolidation purposes. Prior periods have not been recast.

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IMPERIAL OIL LIMITED

Note 3. Investment and other income

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

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Proceeds from asset sales			21			—			34			7
Book value of asset sales			43			(2)			45			2
Gain (loss) on asset sales, before-tax			(22)			2			(11)			5
Gain (loss) on asset sales, after-tax			(24)			2			(14)			5

Note 4. Employee retirement benefits

The components of net benefit cost were as follows:

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Pension benefits:
Service cost			46			47			139			139
Interest cost			93			91			277			274
Expected return on plan assets			(99)			(113)			(296)			(340)
Amortization of prior service cost			7			7			21			21
Amortization of actuarial loss (gain)			2			11			8			35
Net pension enhancement			19			—			19			—
Net benefit cost			68			43			168			129
Other postretirement benefits:
Service cost			2			3			4			10
Interest cost			4			7			15			19
Amortization of prior service cost (credit)			(1)			—			(3)			—
Amortization of actuarial loss (gain)			(1)			(2)			(6)			(6)
Net other postretirement benefits enhancement			1			—			1			—
Net benefit cost			5			8			11			23

Note 5. Financing costs

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Debt-related interest			39			48			103			152
Capitalized interest			(34)			(39)			(86)			(119)
Net interest expense			5			9			17			33
Other interest			3			2			(9)			4
Total financing			8			11			8			37

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IMPERIAL OIL LIMITED

Note 6. Long-term debt

			As at Sep 30			As at Dec 31
millions of Canadian dollars			2025			2024
Long-term debt			3,447			3,447
Finance leases			532			545
Total long-term debt			3,979			3,992

Note 7. Other long-term obligations

			As at Sep 30			As at Dec 31
millions of Canadian dollars			2025			2024
Employee retirement benefits (a)			836			846
Asset retirement obligations and other environmental liabilities (b)			2,624			2,641
Share-based incentive compensation liabilities			270			119
Operating lease liability (c)			132			144
Other obligations (note 11)			315			120
Total other long-term obligations			4,177			3,870
(a)Total recorded employee retirement benefits obligations also included $61 million in current liabilities (2024 - $61 million). (b)Total asset retirement obligations and other environmental liabilities also included $291 million in current liabilities (2024 - $291 million). (c)Total operating lease liability also included $95 million in current liabilities (2024 - $100 million). In addition to the total operating lease liability, undiscounted commitments for leases not yet commenced totaled $87 million (2024 - $56 million).

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IMPERIAL OIL LIMITED

Note 8. Financial and derivative instruments

Financial instruments

The fair value of the company’s financial instruments is determined by reference to various market data and other appropriate valuation techniques. There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value. At September 30, 2025 and December 31, 2024, the fair value of long-term debt ($3,447 million, excluding finance lease obligations) was primarily a level 2 measurement.

Derivative instruments

The company’s size, strong capital structure and the complementary nature of its business segments reduce the company’s enterprise-wide risk from changes in commodity prices, currency rates and interest rates. In addition, the company uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading. Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line "Revenues" and in the Consolidated statement of cash flows in "Cash flows from (used in) operating activities". The company’s commodity derivatives are not accounted for under hedge accounting.

Credit risk associated with the company’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties. The company maintains a system of controls that includes the authorization, reporting and monitoring of derivative activity.

The net notional long/(short) position of derivative instruments was:

			As at Sep 30			As at Dec 31
thousands of barrels			2025			2024
Crude			(1,284)			4,260
Products			(1,170)			(371)

Realized and unrealized gain/(loss) on derivative instruments recognized in the Consolidated statement of income is included in the following line on a before-tax basis:

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Revenues			20			(34)			11			(47)

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IMPERIAL OIL LIMITED

The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement, were as follows:

At September 30, 2025
millions of Canadian dollars
			Fair value												Effect of counterparty netting			Effect of collateral netting			Net carrying value
			Level 1			Level 2			Level 3			Total
Assets
Derivative assets (a)			14			30			—			44			(12)			(2)			30
Liabilities
Derivative liabilities (b)			12			19			—			31			(12)			—			19
(a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”.

At December 31, 2024
millions of Canadian dollars
			Fair value												Effect of counterparty netting			Effect of collateral netting			Net carrying value
			Level 1			Level 2			Level 3			Total
Assets
Derivative assets (a)			38			21			—			59			(38)			—			21
Liabilities
Derivative liabilities (b)			52			30			—			82			(38)			(14)			30
(a)Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. (b)Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”.

At September 30, 2025 and December 31, 2024, the company had $12 million and $22 million, respectively, of collateral under a master netting arrangement not offset against the derivatives on the Consolidated balance sheet in “Accounts receivable - net”, primarily related to initial margin requirements.

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IMPERIAL OIL LIMITED

Note 9. Common shares

			As at Sep 30			As at Dec 31
thousands of shares			2025			2024
Authorized			1,100,000			1,100,000
Outstanding			496,861			509,045

The current 12-month normal course issuer bid program came into effect June 29, 2025 under which Imperial has continued its existing share purchase program. The program enables the company to purchase up to a maximum of 25,452,248 common shares (5 percent of the total shares on June 15, 2025) which includes shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial plans to continue its acceleration of its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice.

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

The company’s common share activities are summarized below:

			Thousands of  shares			Millions of  dollars
Balance as at December 31, 2023			535,837			992
Purchases at stated value			(26,792)			(50)
Balance as at December 31, 2024			509,045			942
Purchases at stated value			(12,184)			(23)
Balance as at September 30, 2025			496,861			919

The following table provides the calculation of basic and diluted earnings per common share and the dividends declared by the company on its outstanding common shares:

			Third Quarter						Nine Months        to September 30
			2025			2024			2025			2024
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)			539			1,237			2,776			3,565
Weighted-average number of common shares outstanding (millions of shares)			503.8			530.6			507.3			534.1
Net income (loss) per common share (dollars)			1.07			2.33			5.47			6.67
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)			539			1,237			2,776			3,565
Weighted-average number of common shares outstanding (millions of shares)			503.8			530.6			507.3			534.1
Effect of employee share-based awards (millions of shares)			1.3			1.3			1.3			1.2
Weighted-average number of common shares outstanding,         assuming dilution (millions of shares)			505.1			531.9			508.6			535.3
Net income (loss) per common share (dollars)			1.07			2.33			5.46			6.66
Dividends per common share – declared (dollars)			0.72			0.60			2.16			1.80

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IMPERIAL OIL LIMITED

Note 10. Other comprehensive income (loss) information

Changes in accumulated other comprehensive income (loss):

millions of Canadian dollars			2025			2024
Balance at January 1			(214)			(677)
Postretirement benefits liability adjustment:
Current period change excluding amounts reclassified        from accumulated other comprehensive income			12			4
Amounts reclassified from accumulated other comprehensive income			15			38
Balance at September 30			(187)			(635)

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

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Amortization of postretirement benefits liability adjustment        included in net benefit cost (a)			(7)			(16)			(20)			(50)
(a) This accumulated other comprehensive income component is included in the computation of net benefit cost (note 4).

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

			Third Quarter						Nine Months        to September 30
millions of Canadian dollars			2025			2024			2025			2024
Postretirement benefits liability adjustments:
Postretirement benefits liability adjustment (excluding amortization)			—			1			4			1
Amortization of postretirement benefits liability adjustment        included in net benefit cost			2			3			5			12
Total			2			4			9			13

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IMPERIAL OIL LIMITED

Note 11. Miscellaneous financial information

Restructuring charges

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

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

millions of Canadian dollars			2025
Balance at January 1			—
Additions/adjustments			330
Payments made			—
Balance at September 30			330

Campus impairment

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

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IMPERIAL OIL LIMITED

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

Recent business environment

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

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

Operating results

Third quarter 2025 vs. third quarter 2024

			Third Quarter
millions of Canadian dollars, unless noted			2025			2024
Net income (loss) (U.S. GAAP)			539			1,237
Net income (loss) per common share, assuming dilution (dollars)			1.07			2.33
Net income (loss) excluding identified items1			1,094			1,237

Current quarter results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.

Upstream

Net income (loss) factor analysis

millions of Canadian dollars

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

Volume – Inventory impacts partially offset by higher production.

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

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

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IMPERIAL OIL LIMITED

Marker prices and average realizations

			Third Quarter
Canadian dollars, unless noted			2025			2024
West Texas Intermediate (US$ per barrel)			64.97			75.27
Western Canada Select (US$ per barrel)			54.62			61.76
WTI/WCS Spread (US$ per barrel)			10.35			13.51
Bitumen (per barrel)			68.22			77.24
Synthetic crude oil (per barrel)			91.12			104.41
Average foreign exchange rate (US$)			0.73			0.73

Production

			Third Quarter
thousands of barrels per day			2025			2024
Kearl (Imperial's share)			224			209
Cold Lake			150			147
Syncrude			78			81
Kearl total gross production (thousands of barrels per day)			316			295

Higher production at Kearl was primarily driven by improved reliability and recovery.

Downstream

Net income (loss) factor analysis

millions of Canadian dollars

Margins - Higher margins primarily reflect improved market conditions.

Other - Includes lower turnaround impacts of about $70 million.

Refinery utilization and petroleum product sales

			Third Quarter
thousands of barrels per day, unless noted			2025			2024
Refinery throughput			425			389
Refinery capacity utilization (percent)			98			90
Petroleum product sales			464			487

Higher refinery throughput was primarily due to lower turnaround impacts.

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

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IMPERIAL OIL LIMITED

Chemicals

Net income (loss) factor analysis

millions of Canadian dollars

Corporate and other

			Third Quarter
millions of Canadian dollars			2025			2024
Net income (loss) (U.S. GAAP)			(654)			(23)

Current quarter results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.

Liquidity and capital resources

			Third Quarter
millions of Canadian dollars			2025			2024
Cash flows from (used in):
Operating activities			1,798			1,487
Investing activities			(482)			(484)
Financing activities			(1,841)			(1,533)
Increase (decrease) in cash and cash equivalents			(525)			(530)
Cash and cash equivalents at period end			1,861			1,490

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

Cash flows used in financing activities primarily reflect:

			Third Quarter
millions of Canadian dollars, unless noted			2025			2024
Dividends paid			366			322
Per share dividend paid (dollars)			0.72			0.60
Share repurchases (a)			1,469			1,206
Number of shares purchased (millions) (a)			12.2			12.4

(a)Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation.

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

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IMPERIAL OIL LIMITED

Nine months 2025 vs. nine months 2024

			Nine Months
millions of Canadian dollars, unless noted			2025			2024
Net income (loss) (U.S. GAAP)			2,776			3,565
Net income (loss) per common share, assuming dilution (dollars)			5.46			6.66
Net income (loss) excluding identified items1			3,331			3,565

Current year results include identified items1 of a $306 million after-tax ($406 million before-tax) non-cash impairment charge and a $249 million after-tax ($330 million before-tax) restructuring charge.

Upstream

Net income (loss) factor analysis

millions of Canadian dollars

Price – Average bitumen realizations decreased by $5.92 per barrel, primarily driven by lower marker prices partially offset by narrowing WTI/WCS spread. Synthetic crude oil realizations decreased by $10.51 per barrel, primarily driven by lower WTI partially offset by an improved Synthetic/WTI spread.

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

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

Other – Primarily due to favourable foreign exchange impacts of about $200 million.

Marker prices and average realizations

			Nine Months
Canadian dollars, unless noted			2025			2024
West Texas Intermediate (US$ per barrel)			66.65			77.59
Western Canada Select (US$ per barrel)			55.70			62.15
WTI/WCS Spread (US$ per barrel)			10.95			15.44
Bitumen (per barrel)			69.68			75.60
Synthetic crude oil (per barrel)			92.44			102.95
Average foreign exchange rate (US$)			0.71			0.74

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

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IMPERIAL OIL LIMITED

Production

			Nine Months
thousands of barrels per day			2025			2024
Kearl (Imperial's share)			200			195
Cold Lake			150			145
Syncrude (a)			76			73
Kearl total gross production (thousands of barrels per day)			282			275

(a)In 2025, Syncrude gross production included about 2 thousand barrels per day of bitumen and other products (2024 - 1 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.

Downstream

Net income (loss) factor analysis

millions of Canadian dollars

Margins – Higher margins primarily reflect improved market conditions.

Other – Primarily due to unfavourable wholesale volume impacts of about $70 million, higher operating expenses of about $70 million driven by higher energy costs, and unplanned downtime of about $60 million, partially offset by lower turnaround impacts of about $100 million.

Refinery utilization and petroleum product sales

			Nine Months
thousands of barrels per day, unless noted			2025			2024
Refinery throughput			400			395
Refinery capacity utilization (percent)			92			91
Petroleum product sales			466			469

Chemicals

Net income (loss) factor analysis

millions of Canadian dollars

Margins - Lower margins primarily reflect weaker industry polyethylene margins.

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IMPERIAL OIL LIMITED

Corporate and other

			Nine Months
millions of Canadian dollars			2025			2024
Net income (loss) (U.S. GAAP)			(770)			(99)

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

Liquidity and capital resources

			Nine Months
millions of Canadian dollars			2025			2024
Cash flows from (used in):
Operating activities			4,790			4,192
Investing activities			(1,331)			(1,421)
Financing activities			(2,577)			(2,145)
Increase (decrease) in cash and cash equivalents			882			626

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

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

Cash flows used in financing activities primarily reflect:

			Nine Months
millions of Canadian dollars, unless noted			2025			2024
Dividends paid			1,040			921
Per share dividend paid (dollars)			2.04			1.70
Share repurchases (a)			1,469			1,206
Number of shares purchased (millions) (a)			12.2			12.4
(a)Share repurchases were made under the company’s normal course issuer bid program, and include shares purchased from Exxon Mobil Corporation.

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

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

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IMPERIAL OIL LIMITED

Non-GAAP financial measures and other specified financial measures

Certain measures included in this document are not prescribed by U.S. Generally Accepted Accounting Principles (GAAP). These measures constitute "non-GAAP financial measures" under Securities and Exchange Commission Regulation G and Item 10(e) of Regulation S-K, and "specified financial measures" under National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators.

Reconciliation of these non-GAAP financial measures to the most comparable GAAP measure, and other information required by these regulations, have been provided. Non-GAAP financial measures and specified financial measures are not standardized financial measures under GAAP and do not have a standardized definition. As such, these measures may not be directly comparable to measures presented by other companies, and should not be considered a substitute for GAAP financial measures.

Net income (loss) excluding identified items

Net income (loss) excluding identified items is a non-GAAP financial measure that is total net income (loss) excluding individually significant non-operational events with an absolute corporate total earnings impact of at least $100 million in a given quarter. The net income (loss) impact of an identified item for an individual segment may be less than $100 million when the item impacts several segments or several periods. The most directly comparable financial measure that is disclosed in the financial statements is "Net income (loss)" within the company’s Consolidated statement of income. Management uses these figures to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational events from business results. The company believes this view provides investors increased transparency into business results and trends, and provides investors with a view of the business as seen through the eyes of management. Net income (loss) excluding identified items is not meant to be viewed in isolation or as a substitute for net income (loss) as prepared in accordance with U.S. GAAP. All identified items are presented on an after-tax basis.

Reconciliation of net income (loss) excluding identified items

			Third Quarter						Nine Months
millions of Canadian dollars			2025			2024			2025			2024
From Imperial's Consolidated statement of income
Net income (loss) (U.S. GAAP)			539			1,237			2,776			3,565
Less identified items included in Net income (loss)
Impairments			(306)			—			(306)			—
Restructuring charges			(249)			—			(249)			—
Subtotal of identified items			(555)			—			(555)			—
Net income (loss) excluding identified items			1,094			1,237			3,331			3,565

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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, references to the company’s purchases under the normal course issuer bid and plans to accelerate completion prior to year end; the use of derivative instruments and effectiveness of risk mitigation; and the continued evaluation of the company’s share purchase program in the context of overall capital activities.

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

These factors include global, regional or local changes in supply and demand for oil, natural gas, petroleum and petrochemical products, feedstocks and other market factors, economic conditions and seasonal fluctuations and resulting demand, price, differential and margin impacts, including Canadian and foreign government action with respect to supply levels, prices, trade tariffs, trade sanctions or trade controls, the occurrence of disruptions in trade or military alliances, or a broader breakdown in global trade; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws including taxes on share repurchases; third-party opposition to company and service provider operations, projects and infrastructure; failure, delay, reduction, revocation or uncertainty regarding supportive policy and market development for the adoption of emerging lower emission energy technologies and other technologies that support emissions reductions; the receipt, in a timely manner, of regulatory and third-party approvals, including for new technologies relating to the company’s lower emissions business activities; competition from alternative energy sources and established competitors in such markets; availability and allocation of capital; project management and schedules and timely completion of projects; unanticipated technical or operational difficulties; availability and performance of third-party service providers, including those located outside of Canada and ExxonMobil global capability centres; environmental risks inherent in oil and gas exploration and production activities; environmental regulation, including climate change and greenhouse gas regulation and changes to such regulation; management effectiveness and disaster response preparedness; operational hazards and risks; cybersecurity incidents including incidents caused by actors employing emerging technologies such as artificial intelligence; currency exchange rates; general economic conditions, including inflation and the occurrence and duration of economic recessions or downturns; and other factors discussed in “Item 1A risk factors” and “Item 7 management’s discussion and analysis of financial condition and results of operations” of Imperial’s most recent annual report on Form 10-K.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. Imperial’s actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.

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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, 2025, does not differ materially from that discussed on page 35 of the company’s annual report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and procedures

As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of September 30, 2025. Based on that evaluation, these officers have concluded that the company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has not been any change in the company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

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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) (a)			Total number of shares purchased as part of publicly announced plans or programs			Maximum number of shares that may yet be purchased under the plans or programs (b)
July 2025
(July 1 - July 31)			2,424,038			112.92			2,424,038			23,028,210
August 2025
(August 1 - August 31)			4,693,798			117.98			4,693,798			18,334,412
September 2025
(September 1 - September 30)			5,066,100			126.64			5,066,100			13,268,312

(a)Excludes 2 percent tax on repurchases of equity.

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

The company will continue to evaluate its share purchase program in the context of its overall capital activities.

Purchase plans may be modified at any time without prior notice.

Item 5. Other information

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

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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:

November 3, 2025

/s/ Daniel E. Lyons

(Signature)

Daniel E. Lyons

Senior vice-president, finance and administration, and controller

(Principal accounting officer)

Date:

November 3, 2025

/s/ Cathryn Walker

(Signature)

Cathryn Walker

Assistant corporate secretary

31

FAQ

What was Imperial Oil (IMO) Q3 2025 net income and EPS?

Net income was C$539 million with diluted EPS of C$1.07.

How did Q3 2025 revenue trend for Imperial Oil (IMO)?

Total revenues and other income were C$12,049 million.

What significant items affected Imperial Oil’s Q3 2025 results?

A C$406 million non‑cash impairment and a C$330 million restructuring charge.

How much cash did Imperial Oil (IMO) generate from operations in Q3 2025?

Cash flow from operating activities was C$1,798 million.

What buybacks and dividends did Imperial Oil (IMO) execute in Q3 2025?

Share repurchases were C$1,469 million for 12.2 million shares; dividends paid were C$366 million.

How many Imperial Oil (IMO) shares were outstanding at September 30, 2025?

Common shares outstanding were 496,861,027.

What were key operating highlights for Imperial Oil (IMO) in Q3 2025?

Higher Kearl production and improved industry refining margins, with refinery capacity utilization at 98%.