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Imperial Oil IMO Form 10-Q filing Q1 FY2026

Filed
May 4, 2026, 12:48 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0000049938-26-000019

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.

IMPERIAL OIL LIMITED

PART I. FINANCIAL INFORMATION

Item 1. Financial statements

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

millions of Canadian dollarsThree Months to March 3120262025
Revenues and other income
Revenues (a)
Investment and other income (note 3)
Total revenues and other income
Expenses
Exploration
Purchases of crude oil and products (b)
Production and manufacturing (c)
Selling and general (c) (note 11)
Federal excise tax and fuel charge
Depreciation and depletion (includes impairments)
Non-service pension and postretirement benefit
Financing (d) (note 5)()
Total expenses
Income (loss) before income taxes
Income taxes
Net income (loss)
Per share information (Canadian dollars)
Net income (loss) per common share - basic (note 9)
Net income (loss) per common share - diluted (note 9)
(a) Amounts from related parties included in revenues (note 1)3,6603,653
(b) Amounts to related parties included in purchases of crude oil and products (note 1)1,2501,206
(c) Amounts to related parties included in production and manufacturing, and selling and general expenses.155164
(d) Amounts to related parties included in financing.2126
The information in the notes to consolidated financial statements is an integral part of these statements.

IMPERIAL OIL LIMITED

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

View SEC source
millions of Canadian dollarsThree Months to March 3120262025
Net income (loss)
Other comprehensive income (loss), net of income taxes
Postretirement benefits liability adjustment (excluding amortization)(28)12
Amortization of postretirement benefits liability adjustment included in net benefit costs
Total other comprehensive income (loss)()
Comprehensive income (loss)
The information in the notes to consolidated financial statements is an integral part of these statements.

IMPERIAL OIL LIMITED

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

millions of Canadian dollarsAs at Mar 312026As at Dec 312025
Assets
Current assets
Cash and cash equivalents1,0291,142
Accounts receivable - net (a)7,6494,371
Inventories of crude oil and products
Materials, supplies and prepaid expenses
Total current assets
Investments and long-term receivables (b)
Property, plant and equipment,
less accumulated depreciation and depletion()()
Property, plant and equipment - net
Goodwill
Other assets, including intangibles - net
Total assets
Liabilities
Current liabilities
Notes and loans payable
Accounts payable and accrued liabilities (a) (note 7, 11)
Income taxes payable
Total current liabilities
Long-term debt (c) (note 6)
Other long-term obligations (note 7, 11)5,1244,959
Deferred income tax liabilities
Total liabilities22,70520,055
Shareholders’ equity
Common shares at stated value (d) (note 9)
Earnings reinvested21,89221,373
Accumulated other comprehensive income (loss) (note 10)(39)(14)
Total shareholders’ equity22,74822,254
Total liabilities and shareholders’ equity
Accounts receivable - net included net amounts receivable from related parties.1,326399
Investments and long-term receivables included amounts from related parties.235251
Long-term debt included amounts to related parties.3,4473,447
Number of common shares authorized (millions).
Number of common shares outstanding (millions).
The information in the notes to consolidated financial statements is an integral part of these statements.

IMPERIAL OIL LIMITED

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

millions of Canadian dollarsThree Months to March 3120262025
Common shares at stated value (note 9)
At beginning of period895942
Share purchases at stated value
At end of period895942
Earnings reinvested
At beginning of period21,37322,745
Net income (loss) for the period9401,288
Share purchases in excess of stated value
Dividends declared(421)(367)
At end of period21,89223,666
Accumulated other comprehensive income (loss) (note 10)
At beginning of period(14)(214)
Other comprehensive income (loss)(25)17
At end of period(39)(197)
Shareholders’ equity at end of period22,74824,411
The information in the notes to consolidated financial statements is an integral part of these statements.

IMPERIAL OIL LIMITED

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

millions of Canadian dollarsThree Months to March 3120262025
Operating activities
Net income (loss)9401,288
Adjustments for non-cash items:
Depreciation and depletion (includes impairments)
(Gain) loss on asset sales (note 3)()()
Deferred income taxes and other()()
Changes in operating assets and liabilities:
Accounts receivable()()
Inventories, materials, supplies and prepaid expenses()
Income taxes payable()
Accounts payable and accrued liabilities
All other items - net (c)()
Cash flows from (used in) operating activities
Investing activities
Additions to property, plant and equipment()()
Proceeds from asset sales (note 3)
Loans to equity companies - net
Cash flows from (used in) investing activities()()
Financing activities
Finance lease obligations - reduction (note 6)()()
Dividends paid()()
Common shares purchased (b) (note 9)()()
Cash flows from (used in) financing activities()()
Increase (decrease) in cash and cash equivalents()
Cash and cash equivalents at beginning of period1,142979
Cash and cash equivalents at end of period (a)1,0291,764
(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.()()
Interest (paid), net of capitalization.()()
The information in the notes to consolidated financial statements is an integral part of these statements.

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.

Amounts for related party revenues and purchases for the three months ended March 31, 2025 have been revised from $2,874 million to $3,653 million and from $427 million to $1,206 million, respectively. Impacts of the revision offset to zero.

The results for the three months ended March 31, 2026, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

IMPERIAL OIL LIMITED

Note 2. Business segments

Three Months to March 31millions of Canadian dollarsUpstream2026Upstream2025Downstream2026Downstream2025Chemical2026Chemical2025
Revenues and other income
Revenues (a) (b)12539
Intersegment sales1,8401,83796106
Investment and other income (note 3)
Total revenues and other income
Expenses
Exploration
Purchases of crude oil and products
Production and manufacturing
Selling and general (note 11)
Federal excise tax and fuel charge
Depreciation and depletion
Non-service pension and postretirement benefit
Financing (note 5)()
Total expenses
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Cash flows from (used in) operating activities
Capital and exploration expenditures (c)
Total assets as at March 31
Three Months to March 31millions of Canadian dollarsCorporate and other2026Corporate and other2025Eliminations2026Eliminations2025Consolidated2026Consolidated2025
Revenues and other income
Revenues (a) (b)
Intersegment sales(5,831)(6,348)
Investment and other income (note 3)1016
Total revenues and other income1016(5,831)(6,348)
Expenses
Exploration
Purchases of crude oil and products(5,829)(6,346)
Production and manufacturing32
Selling and general (note 11)19765(2)(2)
Federal excise tax and fuel charge
Depreciation and depletion1312
Non-service pension and postretirement benefit35
Financing (note 5)1110()
Total expenses22794(5,831)(6,348)
Income (loss) before income taxes(217)(78)
Income tax expense (benefit)(52)(20)
Net income (loss)(165)(58)
Cash flows from (used in) operating activities6(74)(15)
Capital and exploration expenditures (c)2241
Total assets as at March 313,4593,830(2,572)(2,123)

IMPERIAL OIL LIMITED

(a)Includes export sales to the United States of million (2025 - 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.

Revenuesmillions of Canadian dollarsThree Months to March 312026Three Months to March 312025
Revenue from contracts with customers9,83210,135
Revenue outside the scope of ASC 606
Total

(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.

IMPERIAL OIL LIMITED

Note 3. Investment and other income

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

millions of Canadian dollarsThree Months to March 3120262025
Proceeds from asset sales
Book value of asset sales
Gain (loss) on asset sales, before-tax
Gain (loss) on asset sales, after-tax

Note 4. Employee retirement benefits

The components of net benefit cost were as follows:

millions of Canadian dollarsThree Months to March 3120262025
Pension benefits:
Service cost4347
Interest cost9593
Expected return on plan assets(101)(99)
Amortization of prior service cost76
Amortization of actuarial loss (gain)3
Net benefit cost4450
Other postretirement benefits:
Service cost11
Interest cost65
Amortization of prior service cost (credit)(1)(1)
Amortization of actuarial loss (gain)(3)(2)
Net benefit cost33

Note 5. Financing costs

millions of Canadian dollarsThree Months to March 3120262025
Debt-related interest
Capitalized interest()()
Net interest expense
Other interest()
Total financing()

IMPERIAL OIL LIMITED

Note 6. Long-term debt

millions of Canadian dollarsAs at Mar 312026As at Dec 312025
Long-term debt3,4473,447
Finance leases527531
Total long-term debt

Note 7. Other long-term obligations

millions of Canadian dollarsAs at Mar 312026As at Dec 312025
Employee retirement benefits (a)
Asset retirement obligations and other environmental liabilities (b)
Share-based incentive compensation liabilities
Operating lease liability (c)
Restructuring liability (note 11)
Other obligations
Total other long-term obligations5,1244,959
(a)Total recorded employee retirement benefits obligations also included million in current liabilities (2025 - million). (b)Total asset retirement obligations and other environmental liabilities also included million in current liabilities (2025 - million). (c)Total operating lease liability also included $77 million in current liabilities (2025 - $87 million).

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 March 31, 2026 and December 31, 2025, the fair value of long-term debt ( 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:

thousands of barrelsAs at Mar 312026As at Dec 312025
Crude1,776954
Products946(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:

millions of Canadian dollarsThree Months to March 3120262025
Revenues

IMPERIAL OIL LIMITED

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

millions of Canadian dollars

At March 31, 2026

View SEC source
Line itemFair valueLevel 1Fair valueLevel 2Fair valueLevel 3Fair valueTotalEffect ofcounterpartynettingEffect ofcollateralnettingNetcarryingvalue
Assets
Derivative assets (a)143122(143)122
Liabilities
Derivative liabilities (b)15881(143)(15)81
(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".

millions of Canadian dollars

At December 31, 2025

View SEC source
Line itemFair valueLevel 1Fair valueLevel 2Fair valueLevel 3Fair valueTotalEffect ofcounterpartynettingEffect ofcollateralnettingNetcarryingvalue
Assets
Derivative assets (a)2039(18)(2)39
Liabilities
Derivative liabilities (b)1814(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 March 31, 2026 and December 31, 2025, the company had $22 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.

IMPERIAL OIL LIMITED

Note 9. Common shares

thousands of sharesAs at Mar 312026As at Dec 312025
Authorized
Outstanding

The company’s common share activities are summarized below:

Line itemThousands of sharesMillions of dollars
Balance as at December 31, 2024509,045942
Purchases at stated value(25,452)(47)
Balance as at December 31, 2025483,593895
Purchases at stated value
Balance as at March 31, 2026483,593895

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:

Line itemThree Months to March 3120262025
Net income (loss) per common share – basic
Net income (loss) (millions of Canadian dollars)
Weighted-average number of common shares outstanding (millions of shares)
Net income (loss) per common share (dollars)
Net income (loss) per common share – diluted
Net income (loss) (millions of Canadian dollars)
Weighted-average number of common shares outstanding (millions of shares)
Effect of employee share-based awards (millions of shares)
Weighted-average number of common shares outstanding, assuming dilution (millions of shares)
Net income (loss) per common share (dollars)
Dividends per common share – declared (dollars)

IMPERIAL OIL LIMITED

Note 10. Other comprehensive income (loss) information

Changes in accumulated other comprehensive income (loss):

millions of Canadian dollars20262025
Balance at January 1(14)(214)
Postretirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income(28)12
Amounts reclassified from accumulated other comprehensive income35
Balance at March 31(39)(197)

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

millions of Canadian dollarsThree Months to March 3120262025
Amortization of postretirement benefits liability adjustment included in net benefit cost (a)(3)(6)
(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):

millions of Canadian dollarsThree Months to March 3120262025
Postretirement benefits liability adjustments:
Postretirement benefits liability adjustment (excluding amortization)()
Amortization of postretirement benefits liability adjustment included in net benefit cost
Total(9)5

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.

millions of Canadian dollars2026
Balance at January 1330
Additions/adjustments
Payments made(1)
Balance at March 31329

IMPERIAL OIL LIMITED

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

Recent business environment

During the first quarter of 2026, the price of crude oil increased relative to the fourth quarter of 2025, while the Canadian WTI/WCS spread widened. 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 first quarter of 2026, impacted by industry supply outages.

During 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

First quarter 2026 vs. first quarter 2025

millions of Canadian dollars, unless notedFirst Quarter2026First Quarter2025
Net income (loss) (U.S. GAAP)9401,288
Net income (loss) per common share, assuming dilution (dollars)1.942.52

Upstream

Net income (loss) factor analysis

millions of Canadian dollars

Price – Average bitumen realizations decreased by $7.10 per barrel, primarily driven by a weaker WTI/WCS spread. Synthetic crude oil realizations decreased by $2.66 per barrel, primarily driven by a weaker Synthetic/WTI spread.

Volume – Inventory impacts partially offset by higher production.

Other – Primarily due to unfavourable foreign exchange impacts of about $100 million.

Marker prices and average realizations

Canadian dollars, unless notedFirst Quarter2026First Quarter2025
West Texas Intermediate (US$ per barrel)72.6771.42
Western Canada Select (US$ per barrel)58.3358.83
WTI/WCS Spread (US$ per barrel)14.3412.59
Bitumen (per barrel)68.2175.31
Synthetic crude oil (per barrel)96.1398.79
Average foreign exchange rate (US$)0.730.70

IMPERIAL OIL LIMITED

Production

thousands of barrels per dayFirst Quarter2026First Quarter2025
Kearl (Imperial's share)183181
Cold Lake155154
Syncrude (a)7273
Kearl total gross production (thousands of barrels per day)259256

(a)In the first quarter of 2026, Syncrude gross production included about 8 thousand barrels per day of bitumen and other products (2025 - 2 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline.

Lower production at Syncrude driven by unplanned coker downtime, partially offset by improved mine reliability.

Downstream

Net income (loss) factor analysis

millions of Canadian dollars

Other – Primarily due to product mix effects.

Refinery utilization and petroleum product sales

thousands of barrels per day, unless notedFirst Quarter2026First Quarter2025
Refinery throughput384397
Refinery capacity utilization (percent)8891
Petroleum product sales441455

Lower refinery throughput and capacity utilization were primarily due to unplanned downtime and a disruption of synthetic crude feedstock caused by Syncrude's coker outage.

Lower petroleum product sales were primarily due to lower volumes in the supply channel.

Chemicals

Net income (loss) factor analysis

millions of Canadian dollars

IMPERIAL OIL LIMITED

Corporate and other

millions of Canadian dollarsFirst Quarter2026First Quarter2025
Net income (loss) (U.S. GAAP)(165)(58)

Current year results reflect higher incentive compensation as a result of the higher share price.

Liquidity and capital resources

millions of Canadian dollarsFirst Quarter2026First Quarter2025
Cash flows from (used in):
Operating activities7561,527
Investing activities(450)(377)
Financing activities(419)(365)
Increase (decrease) in cash and cash equivalents(113)785
Cash and cash equivalents at period end1,0291,764

Cash flows from operating activities primarily reflect lower earnings and unfavourable working capital impacts.

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

Cash flows used in financing activities primarily reflect:

millions of Canadian dollars, unless notedFirst Quarter2026First Quarter2025
Dividends paid350307
Per share dividend paid (dollars)0.720.60
Share repurchases (a)
Number of shares purchased (millions) (a)

(a)The company did not purchase any shares in the first quarter of 2026 and 2025.

IMPERIAL OIL LIMITED

IMPERIAL OIL LIMITED

Item 3. Quantitative and qualitative disclosures about market risk

Information about market risks for the three months ended March 31, 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 March 31, 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.

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)

January 2026

(January 1 - January 31) — — — —

February 2026

(February 1 - February 28) — — — —

March 2026

(March 1 - March 31) — — — —

(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.

The company intends to renew the normal course issuer bid in June 2026.

Item 5. Other information

During the three months ended March 31, 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.

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).

IMPERIAL OIL LIMITED