☐ 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 June 30, 2026 was483,592,715.
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, 2025. 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)
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Revenues and other income
Revenues (a)
15,981
11,208
28,397
23,674
Investment and other income (note 3)
81
24
111
75
Total revenues and other income
16,062
11,232
28,508
23,749
Expenses
Exploration
1
—
4
2
Purchases of crude oil and products (b)
10,641
7,215
18,819
14,971
Production and manufacturing (c)
1,819
1,664
3,573
3,350
Selling and general (c) (note 11)
144
251
541
510
Federal excise tax and fuel charge
70
372
418
964
Depreciation and depletion(includes impairments)
511
478
1,031
1,009
Non-service pension and postretirement benefit
2
6
5
11
Financing (d)(note 5)
14
2
25
—
Total expenses
13,202
9,988
24,416
20,817
Income (loss) before income taxes
2,860
1,244
4,092
2,932
Income taxes
670
295
962
695
Net income (loss)
2,190
949
3,130
2,237
Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 9)
4.53
1.86
6.47
4.39
Net income (loss) per common share - diluted (note 9)
4.52
1.86
6.46
4.38
(a) Amounts from related parties included in revenues.
5,186
3,342
8,846
6,995
(b) Amounts to related parties included in purchases of crude oil and products.
1,895
1,363
3,145
2,569
(c) Amounts to related parties included in production and manufacturing, and selling
and general expenses.
164
130
319
294
(d) Amounts to related parties included in financing.
22
23
43
49
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)
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Net income (loss)
2,190
949
3,130
2,237
Other comprehensive income (loss), net of income taxes
Amortization of postretirement benefits liability adjustment
included in net benefit costs
2
5
5
10
Total other comprehensive income (loss)
25
5
—
22
Comprehensive income (loss)
2,215
954
3,130
2,259
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
Jun 30
As at
Dec 31
millions of Canadian dollars
2026
2025
Assets
Current assets
Cash and cash equivalents
2,839
1,142
Accounts receivable - net (a)
8,172
4,371
Inventories of crude oil and products
1,927
2,211
Materials, supplies and prepaid expenses
1,006
693
Total current assets
13,944
8,417
Investments and long-term receivables (b)
1,026
1,103
Property, plant and equipment,
60,985
60,031
less accumulated depreciation and depletion
(30,139)
(29,168)
Property, plant and equipment - net
30,846
30,863
Goodwill
166
166
Other assets, including intangibles - net
1,881
1,760
Total assets
47,863
42,309
Liabilities
Current liabilities
Notes and loans payable
19
19
Accounts payable and accrued liabilities (a) (note 7, 11)
9,612
6,595
Income taxes payable
500
2
Total current liabilities
10,131
6,616
Long-term debt (c)(note 6)
3,969
3,978
Other long-term obligations (note 7, 11)
4,981
4,959
Deferred income tax liabilities
4,239
4,502
Total liabilities
23,320
20,055
Shareholders’ equity
Common shares at stated value (d)(note 9)
895
895
Earnings reinvested
23,662
21,373
Accumulated other comprehensive income (loss) (note 10)
(14)
(14)
Total shareholders’ equity
24,543
22,254
Total liabilities and shareholders’ equity
47,863
42,309
(a)
Accounts receivable - net included net amounts receivable from related parties.
1,542
399
(b)
Investments and long-term receivables included amounts from related parties.
234
251
(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).
484
484
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)
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Common shares at stated value (note 9)
At beginning of period
895
942
895
942
Share purchases at stated value
—
—
—
—
At end of period
895
942
895
942
Earnings reinvested
At beginning of period
21,892
23,666
21,373
22,745
Net income (loss) for the period
2,190
949
3,130
2,237
Share purchases in excess of stated value
—
—
—
—
Dividends declared
(420)
(366)
(841)
(733)
At end of period
23,662
24,249
23,662
24,249
Accumulated other comprehensive income (loss) (note 10)
At beginning of period
(39)
(197)
(14)
(214)
Other comprehensive income (loss)
25
5
—
22
At end of period
(14)
(192)
(14)
(192)
Shareholders’ equity at end of period
24,543
24,999
24,543
24,999
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)
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Operating activities
Net income (loss)
2,190
949
3,130
2,237
Adjustments for non-cash items:
Depreciation and depletion (includes impairments)
511
478
1,031
1,009
(Gain) loss on asset sales (note 3)
(56)
(1)
(64)
(11)
Deferred income taxes and other
(40)
—
(386)
(31)
Changes in operating assets and liabilities:
Accounts receivable
(523)
168
(3,801)
156
Inventories, materials, supplies and prepaid expenses
(92)
201
(29)
(53)
Income taxes payable
374
—
498
(81)
Accounts payable and accrued liabilities
423
(317)
3,031
(203)
All other items - net (c)
(83)
(13)
50
(31)
Cash flows from (used in) operating activities
2,704
1,465
3,460
2,992
Investing activities
Additions to property, plant and equipment
(530)
(471)
(1,005)
(869)
Proceeds from asset sales (note 3)
58
2
67
13
Additional investments
—
(4)
—
(4)
Loans to equity companies - net
2
1
18
11
Cash flows from (used in) investing activities
(470)
(472)
(920)
(849)
Financing activities
Finance lease obligations - reduction (note 6)
(3)
(4)
(8)
(8)
Dividends paid
(421)
(367)
(771)
(674)
Common shares purchased (b) (note 9)
—
—
(64)
(54)
Cash flows from (used in) financing activities
(424)
(371)
(843)
(736)
Increase (decrease) in cash and cash equivalents
1,810
622
1,697
1,407
Cash and cash equivalents at beginning of period
1,029
1,764
1,142
979
Cash and cash equivalents at end of period(a)
2,839
2,386
2,839
2,386
(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)
(74)
(74)
Interest (paid), net of capitalization.
(14)
(5)
(24)
(12)
The information in the notes to consolidated financial statements is an integral part of these statements.
7
IMPERIAL OIL LIMITED
Notes to consolidated financial statements (unaudited)
Note 1. Basis of financial statement preparation
These unaudited consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and follow the same accounting policies and methods of computation as, and should be read in conjunction with, the most recent annual consolidated financial statements filed with the U.S. Securities and Exchange Commission (SEC) in the company’s 2025 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 six months ended June 30, 2026, are not necessarily indicative of the operations to be expected for the full year.
All amounts are in Canadian dollars unless otherwise indicated.
8
IMPERIAL OIL LIMITED
Note 2. Business segments
Second Quarter
Upstream
Downstream
Chemical
millions of Canadian dollars
2026
2025
2026
2025
2026
2025
Revenues and other income
Revenues (a) (b)
110
87
15,552
10,862
319
259
Intersegment sales
5,387
3,701
2,230
1,550
128
97
Investment and other income (note 3)
1
(4)
68
15
—
—
Total revenues and other income
5,498
3,784
17,850
12,427
447
356
Expenses
Exploration
1
—
—
—
—
—
Purchases of crude oil and products
2,170
1,369
15,936
10,952
277
240
Production and manufacturing
1,220
1,127
542
466
54
62
Selling and general (note 11)
—
—
195
175
19
20
Federal excise tax and fuel charge
—
—
70
370
—
2
Depreciation and depletion
409
418
79
44
10
4
Non-service pension and postretirement benefit
—
—
—
—
—
—
Financing (note 5)
4
—
1
—
—
—
Total expenses
3,804
2,914
16,823
12,007
360
328
Income (loss) before income taxes
1,694
870
1,027
420
87
28
Income tax expense (benefit)
395
206
240
98
22
7
Net income (loss)
1,299
664
787
322
65
21
Cash flows from (used in) operating activities
1,707
1,021
1,027
641
46
(134)
Capital and exploration expenditures (c)
359
353
125
90
28
1
Second Quarter
Corporate and other
Eliminations
Consolidated
millions of Canadian dollars
2026
2025
2026
2025
2026
2025
Revenues and other income
Revenues (a) (b)
—
—
—
—
15,981
11,208
Intersegment sales
—
—
(7,745)
(5,348)
—
—
Investment and other income (note 3)
12
13
—
—
81
24
Total revenues and other income
12
13
(7,745)
(5,348)
16,062
11,232
Expenses
Exploration
—
—
—
—
1
—
Purchases of crude oil and products
—
—
(7,742)
(5,346)
10,641
7,215
Production and manufacturing
3
9
—
—
1,819
1,664
Selling and general (note 11)
(67)
58
(3)
(2)
144
251
Federal excise tax and fuel charge
—
—
—
—
70
372
Depreciation and depletion
13
12
—
—
511
478
Non-service pension and postretirement benefit
2
6
—
—
2
6
Financing (note 5)
9
2
—
—
14
2
Total expenses
(40)
87
(7,745)
(5,348)
13,202
9,988
Income (loss) before income taxes
52
(74)
—
—
2,860
1,244
Income tax expense (benefit)
13
(16)
—
—
670
295
Net income (loss)
39
(58)
—
—
2,190
949
Cash flows from (used in) operating activities
(76)
(63)
—
—
2,704
1,465
Capital and exploration expenditures (c)
19
29
—
—
531
473
9
IMPERIAL OIL LIMITED
(a)Includes export sales to the United States of $3,432 million (2025 - $1,915 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
Second Quarter
millions of Canadian dollars
2026
2025
Revenue from contracts with customers
13,547
9,559
Revenue outside the scope of ASC 606
2,434
1,649
Total
15,981
11,208
(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
Six Months to June 30
Upstream
Downstream
Chemical
millions of Canadian dollars
2026
2025
2026
2025
2026
2025
Revenues and other income
Revenues (a) (b)
235
126
27,603
23,023
559
525
Intersegment sales
9,282
8,106
4,070
3,387
224
203
Investment and other income (note 3)
2
10
87
36
—
—
Total revenues and other income
9,519
8,242
31,760
26,446
783
728
Expenses
Exploration
4
2
—
—
—
—
Purchases of crude oil and products
3,889
3,231
27,998
22,939
503
493
Production and manufacturing
2,456
2,303
1,005
923
106
113
Selling and general (note 11)
—
—
375
349
41
42
Federal excise tax and fuel charge
—
—
417
961
1
3
Depreciation and depletion
856
888
135
89
14
8
Non-service pension and postretirement benefit
—
—
—
—
—
—
Financing (note 5)
4
(12)
1
—
—
—
Total expenses
7,209
6,412
29,931
25,261
665
659
Income (loss) before income taxes
2,310
1,830
1,829
1,185
118
69
Income tax expense (benefit)
541
435
431
279
29
17
Net income (loss)
1,769
1,395
1,398
906
89
52
Cash flows from (used in) operating activities
1,828
1,222
1,631
1,997
71
(75)
Capital and exploration expenditures(c)
721
619
216
178
31
4
Total assets as at June 30
29,834
29,387
14,337
11,784
590
519
Six Months to June 30
Corporate and other
Eliminations
Consolidated
millions of Canadian dollars
2026
2025
2026
2025
2026
2025
Revenues and other income
Revenues (a) (b)
—
—
—
—
28,397
23,674
Intersegment sales
—
—
(13,576)
(11,696)
—
—
Investment and other income (note 3)
22
29
—
—
111
75
Total revenues and other income
22
29
(13,576)
(11,696)
28,508
23,749
Expenses
Exploration
—
—
—
—
4
2
Purchases of crude oil and products
—
—
(13,571)
(11,692)
18,819
14,971
Production and manufacturing
6
11
—
—
3,573
3,350
Selling and general (note 11)
130
123
(5)
(4)
541
510
Federal excise tax and fuel charge
—
—
—
—
418
964
Depreciation and depletion
26
24
—
—
1,031
1,009
Non-service pension and postretirement benefit
5
11
—
—
5
11
Financing (note 5)
20
12
—
—
25
—
Total expenses
187
181
(13,576)
(11,696)
24,416
20,817
Income (loss) before income taxes
(165)
(152)
—
—
4,092
2,932
Income tax expense (benefit)
(39)
(36)
—
—
962
695
Net income (loss)
(126)
(116)
—
—
3,130
2,237
Cash flows from (used in) operating activities
(70)
(137)
—
(15)
3,460
2,992
Capital and exploration expenditures (c)
41
70
—
—
1,009
871
Total assets as at June 30
5,379
4,510
(2,277)
(2,022)
47,863
44,178
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IMPERIAL OIL LIMITED
(a)Includes export sales to the United States of $5,633 million (2025 - $4,706 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
Six Months
to June 30
millions of Canadian dollars
2026
2025
Revenue from contracts with customers
23,379
19,694
Revenue outside the scope of ASC 606
5,018
3,980
Total
28,397
23,674
(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
Note 3. Investment and other income
Investment and other income included gains and losses on asset sales as follows:
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Proceeds from asset sales
58
2
67
13
Book value of asset sales
2
1
3
2
Gain (loss) on asset sales, before-tax
56
1
64
11
Gain (loss) on asset sales, after-tax
49
1
56
10
Note 4. Employee retirement benefits
The components of net benefit cost were as follows:
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Pension benefits:
Service cost
44
46
87
93
Interest cost
95
91
190
184
Expected return on plan assets
(100)
(98)
(201)
(197)
Amortization of prior service cost
6
8
13
14
Amortization of actuarial loss (gain)
—
3
—
6
Net benefit cost
45
50
89
100
Other postretirement benefits:
Service cost
1
1
2
2
Interest cost
5
6
11
11
Amortization of prior service cost (credit)
(1)
(1)
(2)
(2)
Amortization of actuarial loss (gain)
(2)
(3)
(5)
(5)
Curtailment loss (gain)
(1)
—
(1)
—
Net benefit cost
2
3
5
6
Note 5. Financing costs
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Debt-related interest
33
27
64
64
Capitalized interest
(23)
(25)
(44)
(52)
Net interest expense
10
2
20
12
Other interest
4
—
5
(12)
Total financing
14
2
25
—
13
IMPERIAL OIL LIMITED
Note 6. Long-term debt
As at
Jun 30
As at
Dec 31
millions of Canadian dollars
2026
2025
Long-term debt
3,447
3,447
Finance leases
522
531
Total long-term debt
3,969
3,978
Note 7. Other long-term obligations
As at
Jun 30
As at
Dec 31
millions of Canadian dollars
2026
2025
Employee retirement benefits (a)
844
811
Asset retirement obligations and other environmental liabilities (b)
3,342
3,348
Share-based incentive compensation liabilities
265
198
Operating lease liability (c)
145
149
Restructuring liability (note 11)
98
173
Other obligations
287
280
Total other long-term obligations
4,981
4,959
(a)Total recorded employee retirement benefits obligations also included $63 million in current liabilities (2025 - $63 million).
(b)Total asset retirement obligations and other environmental liabilities also included $318 million in current liabilities (2025 - $318 million).
(c)Total operating lease liability also included $67 million in current liabilities (2025 - $87 million).
14
IMPERIAL OIL LIMITED
Note 8. Financial and derivative instruments
Financial instruments
The fair value of the company’s financial instruments is determined by reference to various market data and other appropriate valuation techniques. There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value. At June 30, 2026 and December 31, 2025, 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
Jun 30
As at Dec 31
thousands of barrels
2026
2025
Crude
5,857
954
Products
559
(702)
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:
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Revenues
40
(24)
105
(9)
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 June 30, 2026
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)
59
151
—
210
(54)
(5)
151
Liabilities
Derivative liabilities (b)
54
88
—
142
(54)
—
88
(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, 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)
20
39
—
59
(18)
(2)
39
Liabilities
Derivative liabilities (b)
18
14
—
32
(18)
—
14
(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 June 30, 2026 and December 31, 2025, the company had $5 million and $6 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
Jun 30
As at
Dec 31
thousands of shares
2026
2025
Authorized
1,100,000
1,100,000
Outstanding
483,593
483,593
The current 12-month normal course issuer bid program came into effect June 29, 2026 under which Imperial will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 24,179,635 common shares (5 percent of the total shares on June 15, 2026) which includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial plans to accelerate 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, 2024
509,045
942
Purchases at stated value
(25,452)
(47)
Balance as at December 31, 2025
483,593
895
Purchases at stated value
—
—
Balance as at June 30, 2026
483,593
895
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:
Second Quarter
Six Months
to June 30
2026
2025
2026
2025
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)
2,190
949
3,130
2,237
Weighted-average number of common shares outstanding (millions of shares)
483.6
509.0
483.6
509.0
Net income (loss) per common share (dollars)
4.53
1.86
6.47
4.39
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)
2,190
949
3,130
2,237
Weighted-average number of common shares outstanding (millions of shares)
483.6
509.0
483.6
509.0
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)
484.9
510.3
484.9
510.2
Net income (loss) per common share (dollars)
4.52
1.86
6.46
4.38
Dividends per common share – declared (dollars)
0.87
0.72
1.74
1.44
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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
2026
2025
Balance at January 1
(14)
(214)
Postretirement benefits liability adjustment:
Current period change excluding amounts reclassified
from accumulated other comprehensive income
(5)
12
Amounts reclassified from accumulated other comprehensive income
5
10
Balance at June 30
(14)
(192)
Amounts reclassified out of accumulated other comprehensive income (loss) – before-tax income (expense):
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2025
2026
2025
Amortization of postretirement benefits liability adjustment
included in net benefit cost (a)
(3)
(7)
(6)
(13)
(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):
Amortization of postretirement benefits liability adjustment
included in net benefit cost
1
2
1
3
Total
9
2
—
7
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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 the third quarter of 2025, the company recorded charges of $330 million, before-tax, consisting primarily of restructuring costs associated with announced workforce reduction programs. These costs were 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.
Second Quarter
Six Months
to June 30
millions of Canadian dollars
2026
2026
Balance at beginning of period
329
330
Additions/adjustments
(50)
(50)
Payments made
(11)
(12)
Balance at end of period
268
268
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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 second quarter of 2026, the price of crude oil increased relative to the first quarter of 2026, while the Canadian WTI/WCS spread widened slightly. Geopolitical events in the Middle East and increasing supply uncertainty continued to drive volatility in crude oil prices and heavy crude differentials. Industry refining margins improved in the second quarter of 2026, impacted by global product supply disruptions.
Starting in 2025, the United States implemented and adjusted a variety of trade-related measures, including tariffs on certain imports from Canada and several other countries. In response, Canada announced its own retaliatory tariffs. Based on Imperial's assessment of these actions and their effects to date, the company does not expect them to have a material impact on its consolidated financial position, results of operations, or cash flows.
Operating results
Second quarter 2026 vs. second quarter 2025
Second Quarter
millions of Canadian dollars, unless noted
2026
2025
Net income (loss) (U.S. GAAP)
2,190
949
Net income (loss) per common share, assuming dilution (dollars)
4.52
1.86
Upstream
Net income (loss) factor analysis
millions of Canadian dollars
Price – Average bitumen realizations increased by $29.97 per barrel, primarily driven by higher marker prices, partially offset by a weaker WTI/WCS spread and higher diluent costs. Synthetic crude oil realizations increased by $53.25 per barrel, primarily driven by higher marker prices and an improved Synthetic/WTI spread.
Volume – Lower volumes were primarily driven by lower production at Kearl and Syncrude.
Royalty – Higher royalties were primarily driven by higher commodity prices.
Marker prices and average realizations
Second Quarter
Canadian dollars, unless noted
2026
2025
West Texas Intermediate (US$ per barrel)
92.69
63.69
Western Canada Select (US$ per barrel)
77.90
53.66
WTI/WCS Spread (US$ per barrel)
14.79
10.03
Bitumen (per barrel)
95.79
65.82
Synthetic crude oil (per barrel)
141.10
87.85
Average foreign exchange rate (US$)
0.72
0.72
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IMPERIAL OIL LIMITED
Production
Second Quarter
thousands of barrels per day
2026
2025
Kearl (Imperial's share)
182
195
Cold Lake
149
145
Syncrude (a)
73
77
Kearl total gross production (thousands of barrels per day)
257
275
(a)In the second quarter of 2026, Syncrude gross production included about 0 thousand barrels per day of bitumen and other products (2025 - 4 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.
Lower production at Kearl was driven by the absence of exceptional high-quality ore grade versus the second quarter of 2025.
Lower production at Syncrude was driven by extreme rainfall, partially offset by lower unplanned downtime.
Other – Primarily due to turnaround impacts of about $190 million partially offset by favourable product mix effects of about $140 million.
Refinery utilization and petroleum product sales
Second Quarter
thousands of barrels per day, unless noted
2026
2025
Refinery throughput
331
376
Refinery capacity utilization (percent)
76
87
Petroleum product sales
446
480
Lower refinery throughput and capacity utilization were primarily due to planned turnaround impacts.
Lower petroleum product sales were aligned withlower throughput related to planned turnaround work at the Strathcona refinery.
Imperial has updated its refinery throughput and refinery utilization guidance ranges for 2026 from 395,000 - 405,000 barrels per day and 91% - 93% utilization to 370,000 - 380,000 barrels per day and 85% - 88% utilization, to reflect unplanned downtime, and a short-term rail logistic challenge at Strathcona which is targeted to be resolved by year end.
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IMPERIAL OIL LIMITED
Chemicals
Net income (loss) factor analysis
millions of Canadian dollars
Margins – Higher margins primarily reflect improved industry polyethylene margins.
Corporate and other
Second Quarter
millions of Canadian dollars
2026
2025
Net income (loss) (U.S. GAAP)
39
(58)
Current quarter results reflect lower incentive compensation.
Liquidity and capital resources
Second Quarter
millions of Canadian dollars
2026
2025
Cash flows from (used in):
Operating activities
2,704
1,465
Investing activities
(470)
(472)
Financing activities
(424)
(371)
Increase (decrease) in cash and cash equivalents
1,810
622
Cash and cash equivalents at period end
2,839
2,386
Cash flows from operating activities primarily reflect higher earnings.
Cash flows used in investing activities primarily reflect additions to property, plant, and equipment offset by proceeds from the sale of surplus property in Montreal.
Cash flows used in financing activities primarily reflect:
Second Quarter
millions of Canadian dollars, unless noted
2026
2025
Dividends paid
421
367
Per share dividend paid (dollars)
0.87
0.72
Share repurchases (a)
—
—
Number of shares purchased (millions) (a)
—
—
(a)The company did not purchase any shares in the second quarter of 2026 and 2025.
On June 23, 2026, 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. Shareholders may obtain a copy of the Notice of Intention to Make a Normal Course Issuer Bid approved by the TSX without charge by contacting the company. The program enables the company to purchase up to a maximum of 24,179,635 common shares during the period June 29, 2026 to June 28, 2027. This maximum includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings 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, 2027. Imperial plans to accelerate 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.
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IMPERIAL OIL LIMITED
Six months 2026 vs. six months 2025
Six Months
millions of Canadian dollars, unless noted
2026
2025
Net income (loss) (U.S. GAAP)
3,130
2,237
Net income (loss) per common share, assuming dilution (dollars)
6.46
4.38
Upstream
Net income (loss) factor analysis
millions of Canadian dollars
Price – Average bitumen realizations increased by $11.41 per barrel, primarily driven by higher marker prices, partially offset by a weaker WTI/WCS spread and higher diluent costs. Synthetic crude oil realizations increased by $25.72 per barrel, primarily driven by higher marker prices and an improved Synthetic/WTI spread.
Volume – Lower volumes were primarily driven by lower production at Kearl and Syncrude.
Royalty – Higher royalties were primarily driven by higher commodity prices.
Other – Primarily due to unfavourable foreign exchange impacts of about $100 million and higher operating costs of about $100 million, primarily related to Syncrude.
Marker prices and average realizations
Six Months
Canadian dollars, unless noted
2026
2025
West Texas Intermediate (US$ per barrel)
82.77
67.52
Western Canada Select (US$ per barrel)
68.19
56.25
WTI/WCS Spread (US$ per barrel)
14.58
11.27
Bitumen (per barrel)
81.91
70.50
Synthetic crude oil (per barrel)
118.86
93.14
Average foreign exchange rate (US$)
0.73
0.71
Production
Six Months
thousands of barrels per day
2026
2025
Kearl (Imperial's share)
183
189
Cold Lake
152
150
Syncrude (a)
73
75
Kearl total gross production (thousands of barrels per day)
258
266
(a)In 2026, Syncrude gross production included about 4 thousand barrels per day of bitumen and other products (2025 - 3 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.
Other – Primarily due to favourable product mix effects of about $230 million partially offset by turnaround impacts of about $190 million.
Refinery utilization and petroleum product sales
Six Months
thousands of barrels per day, unless noted
2026
2025
Refinery throughput
358
387
Refinery capacity utilization (percent)
82
89
Petroleum product sales
444
468
Lower refinery throughput and capacity utilization were primarily due to planned turnaround impacts.
Lower petroleum product sales were aligned withlower throughput related to planned turnaround work at the Strathcona refinery.
Imperial has updated its refinery throughput and refinery utilization guidance ranges for 2026 from 395,000 - 405,000 barrels per day and 91% - 93% utilization to 370,000 - 380,000 barrels per day and 85% - 88% utilization, to reflect unplanned downtime, and a short-term rail logistic challenge at Strathcona which is targeted to be resolved by year end.
Chemicals
Net income (loss) factor analysis
millions of Canadian dollars
Margins – Higher margins primarily reflect improved industry polyethylene margins.
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IMPERIAL OIL LIMITED
Corporate and other
Six Months
millions of Canadian dollars
2026
2025
Net income (loss) (U.S. GAAP)
(126)
(116)
Liquidity and capital resources
Six Months
millions of Canadian dollars
2026
2025
Cash flows from (used in):
Operating activities
3,460
2,992
Investing activities
(920)
(849)
Financing activities
(843)
(736)
Increase (decrease) in cash and cash equivalents
1,697
1,407
Cash flows from operating activities primarily reflect higher earnings partially offset by unfavourable working capital impacts.
Cash flows used in investing activities primarily reflect additions to property, plant, and equipment partially offset by proceeds from the sale of surplus property in Montreal.
Cash flows used in financing activities primarily reflect:
Six Months
millions of Canadian dollars, unless noted
2026
2025
Dividends paid
771
674
Per share dividend paid (dollars)
1.59
1.32
Share repurchases (a)
—
—
Number of shares purchased (millions) (a)
—
—
(a)The company did not purchase any shares during the six months ended June 30, 2026 and 2025.
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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 continued evaluation of the company’s share purchase program in the context of overall capital activities; the company’s updated Downstream refinery throughput and capacity utilization guidance for 2026; company performance in the second half of the year; the target date to resolve short-term rail logistic challenges at Strathcona by year end; the use of derivative instruments and effectiveness of risk mitigation; the company’s workforce transformation and restructuring plans to centralize activities in global business and technology centres, including timing and impacts; and the impact on the company of trade-related actions.
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 in the normal course issuer bid, 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; availability and performance of third-party service providers, including ExxonMobil global capability centres and other service providers located outside of Canada; Strathcona rail logistics challenges; maintenance and turnaround activity and cost; 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, disruptions, realignment or breaking of trade alliances or agreements or a broader breakdown in global trade, and disruptions in military alliances or wars; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws; 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, other emission reduction technologies, and established competitors in such markets; availability and allocation of capital; project management and schedules and timely completion of projects; unanticipated technical or operational disruptions or difficulties; availability and performance of third-party service providers, including ExxonMobil global capability centres and other service providers located outside of Canada; 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; effectiveness of company risk management programs and emergency 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 continued or renewed 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.
26
IMPERIAL OIL LIMITED
Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. Imperial’s actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law.
27
IMPERIAL OIL LIMITED
Item 3. Quantitative and qualitative disclosures about market risk
Information about market risks for the six months ended June 30, 2026, 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, 2025.
Item 4. Controls and procedures
As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, these officers have concluded that the company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has not been any change in the company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.
28
IMPERIAL OIL LIMITED
PART II. OTHER INFORMATION
Item 1. Legal proceedings
Imperial has elected to use a $1 million (U.S. dollars) threshold for disclosing environmental proceedings.
Item 2. Unregistered sales of equity securities and use of proceeds
Issuer purchases of equity securities
Total number of
shares purchased
Average price paid
per share
(Canadian dollars) (a)
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
of shares that may
yet be purchased
under the plans or
programs (b) (c)
April 2026
(April 1 - April 30)
—
—
—
—
May 2026
(May 1 - May 31)
—
—
—
—
June 2026
(June 1 - June 30)
—
—
—
—
(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 to continue its then-existing share purchase program. The program enabled 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 included shares purchased under the normal course issuer bid from Exxon Mobil Corporation. 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, and the program completed on December 17, 2025 as a result of the company purchasing the maximum allowable number of shares under the program.
(c)On June 23, 2026, 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. Shareholders may obtain a copy of the Notice of Intention to Make a Normal Course Issuer Bid approved by the TSX without charge by contacting the company. The program enables the company to purchase up to a maximum of 24,179,635 common shares during the period June 29, 2026 to June 28, 2027. This maximum includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings 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, 2027. Imperial plans to accelerate 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 June 30, 2026, 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).
30
IMPERIAL OIL LIMITED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Imperial Oil Limited
(Registrant)
Date:
August 3, 2026
/s/ Daniel E. Lyons
(Signature)
Daniel E. Lyons
Senior vice-president, finance and administration, and controller
