10-Q

FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

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 of incorporation or organization)	(I.R.S. Employer Identification No.)
237 Fourth Avenue S.W. Calgary, Alberta, Canada	T2P 3M9
(Address of principal executive offices)	(Postal Code)

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

The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 91 days.

YES  ü     NO      

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

YES  ü     NO      

The registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934).

Large accelerated filer  ü	Accelerated filer
Non-accelerated filer	Smaller reporting company

The registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

YES         NO  ü  

The number of common shares outstanding, as of March 31, 2014, was 847,599,011.

IMPERIAL OIL LIMITED

INDEX

	PAGE
PART I - Financial Information
Item 1 - Financial Statements.
Consolidated Statement of Income - Three Months ended March 31, 2014 and 2013		3
Consolidated Statement of Comprehensive Income - Three Months ended March 31, 2014 and 2013		4
Consolidated Balance Sheet - as at March 31, 2014 and December 31, 2013		5
Consolidated Statement of Cash Flows - Three Months ended March 31, 2014 and 2013		6
Notes to the Consolidated Financial Statements		7
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 3 - Quantitative and Qualitative Disclosures about Market Risk.		15
Item 4 - Controls and Procedures.		15
PART II - Other Information
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.		16
Item 6 - Exhibits.		16
SIGNATURES		17

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, 2013.

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

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

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

IMPERIAL OIL LIMITED

CONSOLIDATED STATEMENT OF INCOME
(U.S. GAAP, unaudited)	Three Months
	to March 31
millions of Canadian dollars	2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a) (b)		9,197	7,999
Investment and other income (note 3)		29	15
TOTAL REVENUES AND OTHER INCOME		9,226	8,014
EXPENSES
Exploration		21	23
Purchases of crude oil and products (c)		5,542	4,975
Production and manufacturing (d)		1,476	1,181
Selling and general		275	254
Federal excise tax (a)		370	326
Depreciation and depletion		280	185
Financing costs (note 5)		2	-
TOTAL EXPENSES		7,966	6,944
INCOME BEFORE INCOME TAXES		1,260	1,070
INCOME TAXES		314	272
NET INCOME		946	798
PER SHARE INFORMATION (Canadian dollars)
Net income per common share - basic (note 8)		1.12	0.94
Net income per common share - diluted (note 8)		1.11	0.94
Dividends per common share		0.13	0.12
(a)  Federal excise tax included in operating revenues		370	326
(b)  Amounts from related parties included in operating revenues		816	861
(c)  Amounts to related parties included in purchases of crude oil and products		770	1,243
(d)  Amounts to related parties included in production and manufacturing expenses		86	86

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)	Three Months
	to March 31
millions of Canadian dollars	2014			2013
Net income		946		798
Other comprehensive income, net of income taxes
Post-retirement benefit liability adjustment (excluding amortization)		(38	)	(102)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit costs		38		51
Total other comprehensive income/(loss)		-		(51)
Comprehensive income		946		747

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.

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IMPERIAL OIL LIMITED

CONSOLIDATED BALANCE SHEET
(U.S. GAAP, unaudited)	As at		As at
	Mar 31		Dec 31
millions of Canadian dollars	2014		2013
ASSETS
Current assets
Cash		102	272
Accounts receivable, less estimated doubtful accounts (a)		2,738	2,084
Inventories of crude oil and products		1,017	1,030
Materials, supplies and prepaid expenses		383	342
Deferred income tax assets		649	559
Total current assets		4,889	4,287
Long-term receivables, investments and other long-term assets		1,338	1,332
Property, plant and equipment,		48,294	47,165
less accumulated depreciation and depletion		(16,059)	(15,845)
Property, plant and equipment, net		32,235	31,320
Goodwill		224	224
Other intangible assets, net		59	55
TOTAL ASSETS		38,745	37,218
LIABILITIES
Current liabilities
Notes and loans payable (b)		1,843	1,843
Accounts payable and accrued liabilities (a) (note 7)		4,997	4,518
Income taxes payable		819	727
Total current liabilities		7,659	7,088
Long-term debt (c) (note 6)		4,442	4,444
Other long-term obligations (note 7)		3,114	3,091
Deferred income tax liabilities		3,169	3,071
TOTAL LIABILITIES		18,384	17,694
SHAREHOLDERS’ EQUITY
Common shares at stated value (d)		1,566	1,566
Earnings reinvested		20,516	19,679
Accumulated other comprehensive income (note 9)		(1,721)	(1,721)
TOTAL SHAREHOLDERS’ EQUITY		20,361	19,524
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		38,745	37,218

(a) Accounts receivable, less estimated doubtful accounts included amounts receivable from related parties of $147 million (2013 - accounts payable and accrued liabilities included amounts payable to related parties of $170 million).

(b) Notes and loans payable included amounts to related parties of $75 million (2013 - $75 million).

(c) Long-term debt included amounts to related parties of $4,316 million (2013 - $4,316 million).

(d) Number of common shares authorized and outstanding were 1,100 million and 848 million, respectively (2013 - 1,100 million and 848 million, respectively).

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.

5

IMPERIAL OIL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
(U.S. GAAP, unaudited)	Three Months
inflow/(outflow)	to March 31
millions of Canadian dollars	2014			2013
OPERATING ACTIVITIES
Net income		946			798
Adjustments for non-cash items:
Depreciation and depletion		280			185
(Gain)/loss on asset sales (note 3)		(20	)		(4	)
Deferred income taxes and other		5			29
Changes in operating assets and liabilities:
Accounts receivable		(654	)		(222	)
Inventories, materials, supplies and prepaid expenses		(28	)		(320	)
Income taxes payable		92			(167	)
Accounts payable and accrued liabilities		435			395
All other items - net (a)		29			(97	)
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES		1,085			597
INVESTING ACTIVITIES
Additions to property, plant and equipment		(1,206	)		(1,345	)
Acquisition		-			(1,602	)
Proceeds associated with asset sales (b)		75			8
Additional investments		(12	)		-
Repayment of loan from equity company		-			4
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES		(1,143	)		(2,935	)
FINANCING ACTIVITIES
Short-term debt - net		-			687
Long-term debt issued		-			1,595
Reduction in capitalized lease obligations		(2	)		(1	)
Dividends paid		(110	)		(102	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES		(112	)		2,179
INCREASE (DECREASE) IN CASH		(170	)		(159	)
CASH AT BEGINNING OF PERIOD		272			482
CASH AT END OF PERIOD		102			323
(a) Included contribution to registered pension plans		(76	)		(120	)
(b) Included $50 million deposit for a potential asset sale

The information in the Notes to Consolidated Financial Statements is an integral part of these statements.

6

IMPERIAL OIL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.   Basis of financial statement preparation

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America 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 in the company’s 2013 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 three months ended March 31, 2014, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

7

IMPERIAL OIL LIMITED

2.   Business segments

Three Months to March 31	Upstream						Downstream						Chemical
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		2,197			1,223			6,645			6,454			355		322
Intersegment sales		1,068			929			430			776			102		58
Investment and other income		13			2			13			12			1		-
		3,278			2,154			7,088			7,242			458		380
EXPENSES
Exploration		21			23			-			-			-		-
Purchases of crude oil and products		1,405			857			5,416			5,620			319		260
Production and manufacturing		1,029			747			386			382			61		53
Selling and general		2			1			210			218			17		17
Federal excise tax		-			-			370			326			-		-
Depreciation and depletion		222			128			52			52			3		3
Financing costs		2			-			-			-			-		-
TOTAL EXPENSES		2,681			1,756			6,434			6,598			400		333
INCOME BEFORE INCOME TAXES		597			398			654			644			58		47
INCOME TAXES		145			98			166			166			15		12
NET INCOME		452			300			488			478			43		35
Cash flows from (used in) operating activities		357			(124	)		712			636			3		63
CAPEX (b)		1,163			2,938			48			27			2		1
Total assets as at March 31		32,326			25,986			6,043			6,588			401		380
Three Months to March 31	Corporate and Other						Eliminations						Consolidated
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		-			-			-			-			9,197		7,999
Intersegment sales		-			-			(1,600	)		(1,763	)		-		-
Investment and other income		2			1			-			-			29		15
		2			1			(1,600	)		(1,763	)		9,226		8,014
EXPENSES
Exploration		-			-			-			-			21		23
Purchases of crude oil and products		-			-			(1,598	)		(1,762	)		5,542		4,975
Production and manufacturing		-			-			-			(1	)		1,476		1,181
Selling and general		48			18			(2	)		-			275		254
Federal excise tax		-			-			-			-			370		326
Depreciation and depletion		3			2			-			-			280		185
Financing costs		-			-			-			-			2		-
TOTAL EXPENSES		51			20			(1,600	)		(1,763	)		7,966		6,944
INCOME BEFORE INCOME TAXES		(49	)		(19	)		-			-			1,260		1,070
INCOME TAXES		(12	)		(4	)		-			-			314		272
NET INCOME		(37	)		(15	)		-			-			946		798
Cash flows from (used in) operating activities		13			22			-			-			1,085		597
CAPEX (b)		21			10			-			-			1,234		2,976
Total assets as at March 31		448			508			(473	)		(343	)		38,745		33,119

(a) Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

(b) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant, equipment and intangibles, additions to capital leases, additional investments and acquisition.

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IMPERIAL OIL LIMITED

3.   Investment and other income

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

	Three Months to March 31
millions of dollars	2014		2013
Proceeds from asset sales		25		8
Book value of assets sold		5		4
Gain/(loss) on asset sales, before tax		20		4
Gain/(loss) on asset sales, after tax		16		3

4.   Employee retirement benefits

The components of net benefit cost were as follows:

	Three Months to March 31
millions of dollars	2014			2013
Pension benefits:
Current service cost		38			45
Interest cost		79			70
Expected return on plan assets		(91	)		(82	)
Amortization of prior service cost		6			6
Amortization of actuarial loss		43			60
Net benefit cost		75			99
Other post-retirement benefits:
Current service cost		3			3
Interest cost		6			5
Amortization of actuarial loss		2			3
Net benefit cost		11			11

9

IMPERIAL OIL LIMITED

5.   Financing costs and additional notes and loans payable information

	Three Months to March 31
millions of dollars	2014			2013
Debt-related interest		21			10
Capitalized interest		(21	)		(10	)
Net interest expense		-			-
Other interest		2			-
Total financing costs		2			-

In the first quarter of 2014, the company extended the maturity date of its existing $500 million 364-day short-term unsecured committed bank credit facility to March 2015. All other terms and conditions of the facility remained unchanged. The company has not drawn on the facility.

6.   Long-term debt

	As at  Mar 31		As at  Dec 31
millions of dollars	2014		2013
Long-term debt		4,316	4,316
Capital leases		126	128
Total long-term debt		4,442	4,444

In January 2014, the company increased the capacity of its existing floating rate loan facility with an affiliated company of ExxonMobil from $5 billion to $6.25 billion. All other terms and conditions of the agreement remained unchanged.

7.   Other long-term obligations

millions of dollars	As at  Mar 31  2014		As at  Dec 31  2013
Employee retirement benefits (a)		1,430	1,448
Asset retirement obligations and other environmental liabilities (b)		1,269	1,258
Share-based incentive compensation liabilities		175	140
Other obligations		240	245
Total other long-term obligations		3,114	3,091

(a) Total recorded employee retirement benefits obligations also included $53 million in current liabilities (2013 - $53 million).

(b) Total asset retirement obligations and other environmental liabilities also included $155 million in current liabilities (2013 - $154 million).

10

IMPERIAL OIL LIMITED

8.   Net income per share

	Three Months to March 31
	2014		2013
Net income per common share – basic
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Net income per common share (dollars)		1.12		0.94
Net income per common share – diluted
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Effect of share-based awards (millions of shares)		2.9		3.0
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.5		850.6
Net income per common share (dollars)		1.11		0.94

9.   Other comprehensive income information

Changes in accumulated other comprehensive income:

millions of dollars	2014			2013
Balance at January 1		(1,721	)		(2,455	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(38	)		(102	)
Amounts reclassified from accumulated other comprehensive income		38			51
Balance at March 31		(1,721	)		(2,506	)

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

	Three Months to March 31
millions of dollars	2014			2013
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost (a)		(51	)		(69	)

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

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

	Three Months to March 31
millions of dollars	2014			2013
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		(13	)		(35	)
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost		13			18
		–			(17	)

11

IMPERIAL OIL LIMITED

10.   Subsequent event

On May 1, 2014, the company completed the sale of its interests in conventional oil and gas assets located in Boundary Lake, Cynthia/West Pembina and Rocky Mountain House in western Canada for cash proceeds of approximately $855 million. The assets involved in the transaction produced about 15,000 oil-equivalent barrels per day in 2013 on a net before royalty basis. The company’s gain on the sale, which is subject to final closing adjustments, is anticipated to be in the range of $635 million to $700 million ($475 million to $525 million, after tax).

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OPERATING RESULTS

First quarter 2014 vs. first quarter 2013

The company’s net income for the first quarter of 2014 was $946 million or $1.11 per share on a diluted basis, compared with $798 million or $0.94 per share for the same period last year.

Upstream net income in the first quarter was $452 million, $152 million higher than the same period of 2013. Earnings increased primarily due to higher liquids realizations of about $200 million, along with the impact of Kearl production and higher Syncrude volumes totalling $90 million. Earnings were also higher by about $85 million due to the impact of a weaker Canadian dollar. These factors were partially offset by higher royalty costs of about $115 million, lower Cold Lake volumes of about $65 million and higher energy costs of about $40 million.

The company’s average realizations from the sales of synthetic crude oil increased 11 percent in the first quarter of 2014 versus the first quarter of 2013. The increased realizations reflected increases in West Texas Intermediate (WTI) crude oil benchmark price, which was up about five percent, and the impact of a weaker Canadian dollar. The company’s average bitumen realizations in Canadian dollars in the first quarter were $65.19 per barrel versus $43.63 per barrel in the first quarter of 2013 as the price spread between light crude oil and bitumen narrowed. The company’s average realizations on natural gas sales of $6.56 per thousand cubic feet in the first quarter of 2014 were higher by $3.06 per thousand cubic feet versus the same period in 2013.

Gross production of Cold Lake bitumen averaged 147,000 barrels per day, down from 164,000 barrels from the same period last year. Lower volumes were primarily due to the cyclic nature of steaming and associated production, along with the impact of several unplanned third-party power outages.

The company’s share of Syncrude’s gross production in the first quarter was 73,000 barrels per day, up from 65,000 barrels in the first quarter of 2013. Increased production was the result of improved reliability.

Gross production from the Kearl initial development was 70,000 barrels per day (50,000 barrels Imperial’s share). Production continued to ramp up during the quarter as progress was made towards stabilizing production at the targeted rate of 110,000 barrels per day (78,000 barrels Imperial’s share).

Gross production of conventional crude oil averaged 22,000 barrels per day in the first quarter, versus 20,000 barrels in the corresponding period in 2013.

Gross production of natural gas during the first quarter of 2014 was 205 million cubic feet per day, up from 187 million cubic feet in the same period last year, reflecting contributions from the Celtic (XTO Energy Canada) acquisition completed in the first quarter of 2013.

Downstream net income was $488 million in the first quarter compared to $478 million in the first quarter of 2013. Increased earnings were primarily due to improved reliability in the first quarter of 2014 partially offset by lower industry refining margins.

Chemical net income was $43 million in the first quarter, up from $35 million in the same quarter in 2013. Higher margins across all major product lines contributed to the increase.

13

Net income effects from Corporate and Other were negative $37 million in the first quarter, versus negative $15 million in the same period of 2013, primarily due to changes in share-based compensation charges.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow generated from operating activities was $1,085 million in the first quarter, versus $597 million in the corresponding period in 2013. Higher cash flow was primarily due to higher earnings and working capital effects.

Investing activities used net cash of $1,143 million in the first quarter, compared with $2,935 million in the same period of 2013 (which included $1,602 million for the Celtic acquisition). Additions to property, plant and equipment were $1,206 million in the first quarter, compared with $1,345 million during the same quarter in 2013. Expenditures during the quarter were primarily directed towards the advancement of Kearl expansion and Cold Lake Nabiye projects.

Cash used in financing activities was $112 million in the first quarter, compared with cash from financing activities of $2,179 million in the first quarter of 2013. Dividends paid in the first quarter of 2014 were $110 million, $8 million higher than the corresponding period in 2013. Per-share dividend paid in the first quarter was $0.13, up from $0.12 in the same period of 2013.

The above factors led to a decrease in the company’s balance of cash to $102 million at March 31, 2014, from $272 million at the end of 2013.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Information about market risks for the three months ended March 31, 2014 does not differ materially from that discussed on page 23 in the company’s Annual Report on Form 10-K for the year ended December 31, 2013 except for the following:

Earnings sensitivity millions of dollars after tax
Nine dollars (U.S.) per barrel change in crude oil prices	+ (-)	435
Nine cents decrease (increase) in the value of the Canadian dollar versus the U.S. dollar	+ (-)	620

The sensitivity of net income to changes in crude oil prices decreased from year-end 2013 by about $6 million (after tax) a year for each one U.S. dollar change. The decrease was primarily a result of the impact of higher royalty costs for production at Syncrude and Cold Lake due to higher prices for bitumen at the end of the first quarter of 2014.

The sensitivity of net income to changes in the Canadian dollar versus the U.S. dollar increased from year-end 2013 by about $13 million (after tax) a year for each one-cent change, primarily due to the increase in bitumen prices.

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, 2014. 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.

15

PART II  -  OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities (1)

Period	(a)  Total number of shares (or units) purchased	(b)  Average price paid per share (or unit)	(c)  Total number of shares (or units) purchased as part of publicly announced plans   or programs	(d)  Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 2014 (January 1 – January 31)	0	0	0	1,000,000
February 2014 (February 1 – February 28)	0	0	0	1,000,000
March 2014 (March 1 – March 31)	0	0	0	1,000,000

(1) On June 21, 2013, 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 share repurchase program. The new program enables the company to repurchase up to a maximum of 1,000,000 common shares during the period June 25, 2013 to June 24, 2014. Unlike prior programs, this maximum amount is not reduced by common shares purchased for the company’s employee savings plan, the company’s employee retirement plan and from Exxon Mobil Corporation. If not previously terminated, the program will end on June 24, 2014.

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

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 and of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

(32.2)  Certification by the chief financial officer and of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

16

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)
	/s/ Paul J. Masschelin
Date:     May 6, 2014	-------------------------------------------------
	(Signature)
	Paul J. Masschelin
	Senior Vice-President, Finance and Administration and Controller
	(Principal Accounting Officer)
	/s/ Brent A. Latimer
Date:     May 6, 2014	-------------------------------------------------
	(Signature)
	Brent A. Latimer
	Assistant Secretary

17

EX-31.1

Exhibit (31.1) 

CERTIFICATIONS

I, Richard M. Kruger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Imperial Oil Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

/s/ Richard M. Kruger

----------------------------------------------------

Richard M. Kruger

Chairman of the Board, President and

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit (31.2) 

CERTIFICATIONS

I, Paul J. Masschelin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Imperial Oil Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2014

/s/ Paul J. Masschelin

-----------------------------------------------------------

Paul J. Masschelin

Senior Vice-President, Finance and

Administration and Controller

(Principal Financial Officer)

EX-32.1

Exhibit (32.1) 

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Richard M. Kruger, the chief executive officer of Imperial Oil Limited (the “Company”), hereby certifies that, to his knowledge:

(i)     the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 6, 2014

/s/ Richard M. Kruger

------------------------------------------------------------

Richard M. Kruger

Chairman of the Board, President and

Chief Executive Officer

EX-32.2

Exhibit (32.2) 

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Paul J. Masschelin, the chief financial officer of Imperial Oil Limited (the “Company”), hereby certifies that, to his knowledge:

(i)     the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 6, 2014

/s/ Paul J. Masschelin

------------------------------------------------------------

Paul J. Masschelin

Senior Vice-President, Finance and

Administration and Controller

(chief financial officer)

XML

Amounts Reclassified Out of Accumulated Other Comprehensive Income (Detail) (Reclassification Adjustment out of Accumulated Other Comprehensive Income, CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost	(51)	[1]	(69)	[1]

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

XML

Long Term Debt (Detail) (CAD) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	4,316		4,316
Capital leases	126		128
Total long-term debt	4,442	[1]	4,444	[1]

[1] Long-term debt included amounts to related parties of $4,316 million (2013 - $4,316 million).

XML

Net income per share (Tables)

3 Months Ended

Mar. 31, 2014

Calculation of Basic and Diluted Earnings Per Share

	Three Months to March 31
	2014		2013
Net income per common share – basic
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Net income per common share (dollars)		1.12		0.94
Net income per common share – diluted
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Effect of share-based awards (millions of shares)		2.9		3.0
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.5		850.6
Net income per common share (dollars)		1.11		0.94

XML

Net Income Per Share (Detail) (CAD) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income per common share - basic
NET INCOME	946	798
Weighted average number of common shares outstanding (millions of shares)	847.6	847.6
Net income per common share (dollars)	1.12	0.94
Net income per common share - diluted
NET INCOME	946	798
Weighted average number of common shares outstanding (millions of shares)	847.6	847.6
Effect of share-based awards (millions of shares)	2.9	3.0
Weighted average number of common shares outstanding, assuming dilution (millions of shares)	850.5	850.6
Net income per common share (dollars)	1.11	0.94

XML

Basis of financial statement preparation

3 Months Ended

Mar. 31, 2014

Basis of financial statement preparation

1.   Basis of financial statement preparation

These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America 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 in the company’s 2013 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 three months ended March 31, 2014, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

XML

Gains and Losses on Asset Sales (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Investment And Other Income [Line Items]
Proceeds from asset sales	25	8
Book value of assets sold	5	4
Gain/(loss) on asset sales, before tax	20	4
Gain/(loss) on asset sales, after tax	16	3

XML

Business Segments (Parenthetical) (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Segment Reporting Information [Line Items]
Operating revenues	9,197	[1],[2],[3]	7,999	[1],[2],[3]
United States Exports
Segment Reporting Information [Line Items]
Operating revenues	1,426		1,385

[1] Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[2] Federal excise tax included in operating revenues 370 326

[3] Amounts from related parties included in operating revenues 816 861

XML

Components of Net Periodic Benefit Cost (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Pension benefits
Defined Benefit Plan Disclosure [Line Items]
Current service cost	38	45
Interest cost	79	70
Expected return on plan assets	(91)	(82)
Amortization of prior service cost	6	6
Amortization of actuarial loss	43	60
Net benefit cost	75	99
Other post-retirement benefits
Defined Benefit Plan Disclosure [Line Items]
Current service cost	3	3
Interest cost	6	5
Amortization of actuarial loss	2	3
Net benefit cost	11	11

XML

Financing Costs and Additional Notes and Loans Payable Information (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Debt-related interest	21	10
Capitalized interest	(21)	(10)
Net interest expense
Other interest	2
Total financing costs	2

XML

Consolidated Statement of Cash Flows (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Included contribution to registered pension plans	(76)	(120)
Included deposit for potential asset sale	50

XML

Financing Costs and Additional Notes and Loans Payable Information - Additional Information (Detail) (Unsecured committed bank credit facility, CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Unsecured committed bank credit facility
Financing Activities [Line Items]
Debt instrument, maturity date	Mar. 31, 2015
Line of Credit maximum borrowing capacity	500

XML

Income Tax Expense/(Credit) for Components of Other Comprehensive Income (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Post-retirement benefits liability adjustment (excluding amortization)	(13)	(35)
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost	13	18
Total		(17)

XML

Consolidated Statement Of Income (U.S. GAAP) (CAD) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
REVENUES AND OTHER INCOME
Operating revenues	9,197	[1],[2],[3]	7,999	[1],[2],[3]
Investment and other income (note 3)	29		15
TOTAL REVENUES AND OTHER INCOME	9,226		8,014
EXPENSES
Exploration	21		23
Purchases of crude oil and products	5,542	[4]	4,975	[4]
Production and manufacturing	1,476	[5]	1,181	[5]
Selling and general	275		254
Federal excise tax	370	[2]	326	[2]
Depreciation and depletion	280		185
Financing costs (note 5)	2
TOTAL EXPENSES	7,966		6,944
INCOME BEFORE INCOME TAXES	1,260		1,070
INCOME TAXES	314		272
NET INCOME	946		798
PER SHARE INFORMATION (Canadian dollars)
Net income per common share - basic (note 8)	1.12		0.94
Net income per common share - diluted (note 8)	1.11		0.94
Dividends per common share	0.13		0.12

[1] Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[2] Federal excise tax included in operating revenues 370 326

[3] Amounts from related parties included in operating revenues 816 861

[4] Amounts to related parties included in purchases of crude oil and products 770 1,243

[5] Amounts to related parties included in production and manufacturing expenses

XML

Consolidated Balance Sheet (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Due to related parties, current	75	75
Amounts (payable) receivable from related parties	147	(170)
Due to related parties, noncurrent	4,316	4,316
Common shares authorized	1,100	1,100
Common shares outstanding	848	848

XML

Other Long-Term Obligations (Detail) (CAD) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Schedule of Other Liabilities [Line Items]
Employee retirement benefits	1,430	[1]	1,448	[1]
Asset retirement obligations and other environmental liabilities	1,269	[2]	1,258	[2]
Share-based incentive compensation liabilities	175		140
Other obligations	240		245
Total other long-term obligations	3,114		3,091

[1] Total recorded employee retirement benefits obligations also included $53 million in current liabilities (2013 - $53 million).

[2] Total asset retirement obligations and other environmental liabilities also included $155 million in current liabilities (2013 - $154 million).

XML

Financing costs and additional notes and loans payable information (Tables)

3 Months Ended

Mar. 31, 2014

Schedule Of Financing Costs

	Three Months to March 31
millions of dollars	2014			2013
Debt-related interest		21			10
Capitalized interest		(21	)		(10	)
Net interest expense		-			-
Other interest		2			-
Total financing costs		2			-

XML

Other Long-Term Obligations (Parenthetical) (Detail) (CAD) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Other Liabilities [Line Items]
Employee retirement benefits obligations in current liabilities	53	53
Asset retirement obligations and other environmental liabilities in current liabilities	155	154

XML

Other long-term obligations (Tables)

3 Months Ended

Mar. 31, 2014

Other Long-Term Obligations

millions of dollars	As at  Mar 31  2014		As at  Dec 31  2013
Employee retirement benefits (a)		1,430	1,448
Asset retirement obligations and other environmental liabilities (b)		1,269	1,258
Share-based incentive compensation liabilities		175	140
Other obligations		240	245
Total other long-term obligations		3,114	3,091

(a) Total recorded employee retirement benefits obligations also included $53 million in current liabilities (2013 - $53 million).

(b) Total asset retirement obligations and other environmental liabilities also included $155 million in current liabilities (2013 - $154 million).

XML

Consolidated Statement of Cash Flows (U.S. GAAP) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
OPERATING ACTIVITIES
NET INCOME	946		798
Adjustments for non-cash items:
Depreciation and depletion	280		185
(Gain)/loss on asset sales (note 3)	(20)		(4)
Deferred income taxes and other	5		29
Changes in operating assets and liabilities:
Accounts receivable	(654)		(222)
Inventories, materials, supplies and prepaid expenses	(28)		(320)
Income taxes payable	92		(167)
Accounts payable and accrued liabilities	435		395
All other items - net	29	[1]	(97)	[1]
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	1,085		597
INVESTING ACTIVITIES
Additions to property, plant and equipment	(1,206)		(1,345)
Acquisition			(1,602)
Proceeds associated with asset sales	75	[2]	8	[2]
Additional investments	(12)
Repayment of loan from equity company			4
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES	(1,143)		(2,935)
FINANCING ACTIVITIES
Short-term debt - net			687
Long-term debt issued			1,595
Reduction in capitalized lease obligations	(2)		(1)
Dividends paid	(110)		(102)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES	(112)		2,179
INCREASE (DECREASE) IN CASH	(170)		(159)
CASH AT BEGINNING OF PERIOD	272		482
CASH AT END OF PERIOD	102		323

[1] Included contribution to registered pension plans (76 ) (120 )

[2] Included $50 million deposit for a potential asset sale

XML

Consolidated Statement Of Income (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Federal excise tax included in operating revenues	370	[1]	326	[1]
Amounts from related parties included in operating revenues	816		861
Amounts to related parties included in purchases of crude oil and products	770		1,243
Amounts to related parties included in production and manufacturing expenses	86		86

[1] Federal excise tax included in operating revenues 370 326

XML

Other comprehensive income information

3 Months Ended

Mar. 31, 2014

Other comprehensive income information

9.   Other comprehensive income information

Changes in accumulated other comprehensive income:

millions of dollars	2014			2013
Balance at January 1		(1,721	)		(2,455	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(38	)		(102	)
Amounts reclassified from accumulated other comprehensive income		38			51
Balance at March 31		(1,721	)		(2,506	)

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

	Three Months to March 31
millions of dollars	2014			2013
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost (a)		(51	)		(69	)

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

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

	Three Months to March 31
millions of dollars	2014			2013
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		(13	)		(35	)
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost		13			18
		–			(17	)

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	IMO
Entity Registrant Name	IMPERIAL OIL LTD
Entity Central Index Key	0000049938
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	847,599,011

XML

Subsequent event

3 Months Ended

Mar. 31, 2014

Subsequent event

10.   Subsequent event

On May 1, 2014, the company completed the sale of its interests in conventional oil and gas assets located in Boundary Lake, Cynthia/West Pembina and Rocky Mountain House in western Canada for cash proceeds of approximately $855 million. The assets involved in the transaction produced about 15,000 oil-equivalent barrels per day in 2013 on a net before royalty basis. The company’s gain on the sale, which is subject to final closing adjustments, is anticipated to be in the range of $635 million to $700 million ($475 million to $525 million, after tax).

XML

Consolidated Statement of Comprehensive Income (U.S. GAAP) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
NET INCOME	946	798
Other comprehensive income, net of income taxes
Post-retirement benefit liability adjustment (excluding amortization)	(38)	(102)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit costs	38	51
Total other comprehensive income/(loss)		(51)
Comprehensive income	946	747

XML

Employee retirement benefits

3 Months Ended

Mar. 31, 2014

Employee retirement benefits

4.   Employee retirement benefits

The components of net benefit cost were as follows:

	Three Months to March 31
millions of dollars	2014			2013
Pension benefits:
Current service cost		38			45
Interest cost		79			70
Expected return on plan assets		(91	)		(82	)
Amortization of prior service cost		6			6
Amortization of actuarial loss		43			60
Net benefit cost		75			99
Other post-retirement benefits:
Current service cost		3			3
Interest cost		6			5
Amortization of actuarial loss		2			3
Net benefit cost		11			11

XML

Investment and other income

3 Months Ended

Mar. 31, 2014

Investment and other income

3.   Investment and other income

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

	Three Months to March 31
millions of dollars	2014		2013
Proceeds from asset sales		25		8
Book value of assets sold		5		4
Gain/(loss) on asset sales, before tax		20		4
Gain/(loss) on asset sales, after tax		16		3

XML

Long-term debt (Tables)

3 Months Ended

Mar. 31, 2014

Long-Term Debt

	As at  Mar 31		As at  Dec 31
millions of dollars	2014		2013
Long-term debt		4,316	4,316
Capital leases		126	128
Total long-term debt		4,442	4,444

XML

Business segments (Tables)

3 Months Ended

Mar. 31, 2014

Business Segments

Three Months to March 31	Upstream						Downstream						Chemical
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		2,197			1,223			6,645			6,454			355		322
Intersegment sales		1,068			929			430			776			102		58
Investment and other income		13			2			13			12			1		-
		3,278			2,154			7,088			7,242			458		380
EXPENSES
Exploration		21			23			-			-			-		-
Purchases of crude oil and products		1,405			857			5,416			5,620			319		260
Production and manufacturing		1,029			747			386			382			61		53
Selling and general		2			1			210			218			17		17
Federal excise tax		-			-			370			326			-		-
Depreciation and depletion		222			128			52			52			3		3
Financing costs		2			-			-			-			-		-
TOTAL EXPENSES		2,681			1,756			6,434			6,598			400		333
INCOME BEFORE INCOME TAXES		597			398			654			644			58		47
INCOME TAXES		145			98			166			166			15		12
NET INCOME		452			300			488			478			43		35
Cash flows from (used in) operating activities		357			(124	)		712			636			3		63
CAPEX (b)		1,163			2,938			48			27			2		1
Total assets as at March 31		32,326			25,986			6,043			6,588			401		380
Three Months to March 31	Corporate and Other						Eliminations						Consolidated
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		-			-			-			-			9,197		7,999
Intersegment sales		-			-			(1,600	)		(1,763	)		-		-
Investment and other income		2			1			-			-			29		15
		2			1			(1,600	)		(1,763	)		9,226		8,014
EXPENSES
Exploration		-			-			-			-			21		23
Purchases of crude oil and products		-			-			(1,598	)		(1,762	)		5,542		4,975
Production and manufacturing		-			-			-			(1	)		1,476		1,181
Selling and general		48			18			(2	)		-			275		254
Federal excise tax		-			-			-			-			370		326
Depreciation and depletion		3			2			-			-			280		185
Financing costs		-			-			-			-			2		-
TOTAL EXPENSES		51			20			(1,600	)		(1,763	)		7,966		6,944
INCOME BEFORE INCOME TAXES		(49	)		(19	)		-			-			1,260		1,070
INCOME TAXES		(12	)		(4	)		-			-			314		272
NET INCOME		(37	)		(15	)		-			-			946		798
Cash flows from (used in) operating activities		13			22			-			-			1,085		597
CAPEX (b)		21			10			-			-			1,234		2,976
Total assets as at March 31		448			508			(473	)		(343	)		38,745		33,119

(a) Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

(b) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant, equipment and intangibles, additions to capital leases, additional investments and acquisition.

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Other long-term obligations

3 Months Ended

Mar. 31, 2014

Other long-term obligations

7.   Other long-term obligations

millions of dollars	As at  Mar 31  2014		As at  Dec 31  2013
Employee retirement benefits (a)		1,430	1,448
Asset retirement obligations and other environmental liabilities (b)		1,269	1,258
Share-based incentive compensation liabilities		175	140
Other obligations		240	245
Total other long-term obligations		3,114	3,091

(a) Total recorded employee retirement benefits obligations also included $53 million in current liabilities (2013 - $53 million).

(b) Total asset retirement obligations and other environmental liabilities also included $155 million in current liabilities (2013 - $154 million).

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Financing costs and additional notes and loans payable information

3 Months Ended

Mar. 31, 2014

Financing costs and additional notes and loans payable information

5.   Financing costs and additional notes and loans payable information

	Three Months to March 31
millions of dollars	2014			2013
Debt-related interest		21			10
Capitalized interest		(21	)		(10	)
Net interest expense		-			-
Other interest		2			-
Total financing costs		2			-

In the first quarter of 2014, the company extended the maturity date of its existing $500 million 364-day short-term unsecured committed bank credit facility to March 2015. All other terms and conditions of the facility remained unchanged. The company has not drawn on the facility.

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Long-term debt

3 Months Ended

Mar. 31, 2014

Long-term debt

6.   Long-term debt

	As at  Mar 31		As at  Dec 31
millions of dollars	2014		2013
Long-term debt		4,316	4,316
Capital leases		126	128
Total long-term debt		4,442	4,444

In January 2014, the company increased the capacity of its existing floating rate loan facility with an affiliated company of ExxonMobil from $5 billion to $6.25 billion. All other terms and conditions of the agreement remained unchanged.

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Net income per share

3 Months Ended

Mar. 31, 2014

Net income per share

8.   Net income per share

	Three Months to March 31
	2014		2013
Net income per common share – basic
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Net income per common share (dollars)		1.12		0.94
Net income per common share – diluted
Net income (millions of dollars)		946		798
Weighted average number of common shares outstanding (millions of shares)		847.6		847.6
Effect of share-based awards (millions of shares)		2.9		3.0
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.5		850.6
Net income per common share (dollars)		1.11		0.94

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Long Term Debt - Additional Information (Detail) (Floating Rate Loan Facility, Exxon Mobil, CAD) In Millions, unless otherwise specified	Jan. 31, 2014	Dec. 31, 2013
Floating Rate Loan Facility | Exxon Mobil
Line of Credit Facility [Line Items]
Line of Credit maximum borrowing capacity	6,250	5,000

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Employee retirement benefits (Tables)

3 Months Ended

Mar. 31, 2014

Schedule of Components of Net Benefit Cost

The components of net benefit cost were as follows:

	Three Months to March 31
millions of dollars	2014			2013
Pension benefits:
Current service cost		38			45
Interest cost		79			70
Expected return on plan assets		(91	)		(82	)
Amortization of prior service cost		6			6
Amortization of actuarial loss		43			60
Net benefit cost		75			99
Other post-retirement benefits:
Current service cost		3			3
Interest cost		6			5
Amortization of actuarial loss		2			3
Net benefit cost		11			11

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Other comprehensive income information (Tables)

3 Months Ended

Mar. 31, 2014

Changes in Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income:

millions of dollars	2014			2013
Balance at January 1		(1,721	)		(2,455	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(38	)		(102	)
Amounts reclassified from accumulated other comprehensive income		38			51
Balance at March 31		(1,721	)		(2,506	)

Amounts Reclassified Out of Accumulated Other Comprehensive Income Before-Tax Income/(Expense)

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

	Three Months to March 31
millions of dollars	2014			2013
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost (a)		(51	)		(69	)

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

Schedule of Income Tax Expense/(Credit) for Components of Other Comprehensive Income

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

	Three Months to March 31
millions of dollars	2014			2013
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		(13	)		(35	)
Amortization of post-retirement benefits liability adjustment included in net periodic benefit cost		13			18
		–			(17	)

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Subsequent Event - Additional Information (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	May 01, 2014 Subsequent Event Boe	May 01, 2014 Subsequent Event Minimum	May 01, 2014 Subsequent Event Maximum
Subsequent Event [Line Items]
Proceeds associated with asset sales	25	8	855
Barrels of oil-equivalent produced per day, net before royalty			15,000
Gain/(loss) on asset sales, before tax	20	4		635	700
Gain/(loss) on asset sales, after tax	16	3		475	525

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Consolidated Balance Sheet (U.S. GAAP) (CAD) In Millions, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
Current assets
Cash	102		272
Accounts receivable, less estimated doubtful accounts	2,738	[1]	2,084	[1]
Inventories of crude oil and products	1,017		1,030
Materials, supplies and prepaid expenses	383		342
Deferred income tax assets	649		559
Total current assets	4,889		4,287
Long-term receivables, investments and other long-term assets	1,338		1,332
Property, plant and equipment,	48,294		47,165
less accumulated depreciation and depletion	(16,059)		(15,845)
Property, plant and equipment, net	32,235		31,320
Goodwill	224		224
Other intangible assets, net	59		55
TOTAL ASSETS	38,745		37,218
Current liabilities
Notes and loans payable	1,843	[2]	1,843	[2]
Accounts payable and accrued liabilities (note 7)	4,997	[1]	4,518	[1]
Income taxes payable	819		727
Total current liabilities	7,659		7,088
Long-term debt (note 6)	4,442	[3]	4,444	[3]
Other long-term obligations (note 7)	3,114		3,091
Deferred income tax liabilities	3,169		3,071
TOTAL LIABILITIES	18,384		17,694
SHAREHOLDERS' EQUITY
Common shares at stated value	1,566	[4]	1,566	[4]
Earnings reinvested	20,516		19,679
Accumulated other comprehensive income (note 9)	(1,721)		(1,721)
TOTAL SHAREHOLDERS' EQUITY	20,361		19,524
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	38,745		37,218

[1] Accounts receivable, less estimated doubtful accounts included amounts receivable from related parties of $147 million (2013 - accounts payable and accrued liabilities included amounts payable to related parties of $170 million).

[2] Notes and loans payable included amounts to related parties of $75 million (2013 - $75 million).

[3] Long-term debt included amounts to related parties of $4,316 million (2013 - $4,316 million).

[4] Number of common shares authorized and outstanding were 1,100 million and 848 million, respectively (2013 - 1,100 million and 848 million, respectively).

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Business segments

3 Months Ended

Mar. 31, 2014

Business segments

2.   Business segments

Three Months to March 31	Upstream						Downstream						Chemical
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		2,197			1,223			6,645			6,454			355		322
Intersegment sales		1,068			929			430			776			102		58
Investment and other income		13			2			13			12			1		-
		3,278			2,154			7,088			7,242			458		380
EXPENSES
Exploration		21			23			-			-			-		-
Purchases of crude oil and products		1,405			857			5,416			5,620			319		260
Production and manufacturing		1,029			747			386			382			61		53
Selling and general		2			1			210			218			17		17
Federal excise tax		-			-			370			326			-		-
Depreciation and depletion		222			128			52			52			3		3
Financing costs		2			-			-			-			-		-
TOTAL EXPENSES		2,681			1,756			6,434			6,598			400		333
INCOME BEFORE INCOME TAXES		597			398			654			644			58		47
INCOME TAXES		145			98			166			166			15		12
NET INCOME		452			300			488			478			43		35
Cash flows from (used in) operating activities		357			(124	)		712			636			3		63
CAPEX (b)		1,163			2,938			48			27			2		1
Total assets as at March 31		32,326			25,986			6,043			6,588			401		380
Three Months to March 31	Corporate and Other						Eliminations						Consolidated
millions of dollars	2014			2013			2014			2013			2014		2013
REVENUES AND OTHER INCOME
Operating revenues (a)		-			-			-			-			9,197		7,999
Intersegment sales		-			-			(1,600	)		(1,763	)		-		-
Investment and other income		2			1			-			-			29		15
		2			1			(1,600	)		(1,763	)		9,226		8,014
EXPENSES
Exploration		-			-			-			-			21		23
Purchases of crude oil and products		-			-			(1,598	)		(1,762	)		5,542		4,975
Production and manufacturing		-			-			-			(1	)		1,476		1,181
Selling and general		48			18			(2	)		-			275		254
Federal excise tax		-			-			-			-			370		326
Depreciation and depletion		3			2			-			-			280		185
Financing costs		-			-			-			-			2		-
TOTAL EXPENSES		51			20			(1,600	)		(1,763	)		7,966		6,944
INCOME BEFORE INCOME TAXES		(49	)		(19	)		-			-			1,260		1,070
INCOME TAXES		(12	)		(4	)		-			-			314		272
NET INCOME		(37	)		(15	)		-			-			946		798
Cash flows from (used in) operating activities		13			22			-			-			1,085		597
CAPEX (b)		21			10			-			-			1,234		2,976
Total assets as at March 31		448			508			(473	)		(343	)		38,745		33,119

(a) Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

(b) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant, equipment and intangibles, additions to capital leases, additional investments and acquisition.

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Business Segments (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013		Dec. 31, 2013
REVENUES AND OTHER INCOME
Operating revenues	9,197	[1],[2],[3]	7,999	[1],[2],[3]
Investment and other income	29		15
TOTAL REVENUES AND OTHER INCOME	9,226		8,014
EXPENSES
Exploration	21		23
Purchases of crude oil and products	5,542	[4]	4,975	[4]
Production and manufacturing	1,476	[5]	1,181	[5]
Selling and general	275		254
Federal excise tax	370	[2]	326	[2]
Depreciation and depletion	280		185
Financing costs	2
TOTAL EXPENSES	7,966		6,944
INCOME BEFORE INCOME TAXES	1,260		1,070
INCOME TAXES	314		272
NET INCOME	946		798
Cash flows from (used in) operating activities	1,085		597
CAPEX	1,234	[6]	2,976	[6]
Total assets as at March 31	38,745		33,119		37,218
Upstream
REVENUES AND OTHER INCOME
Operating revenues	2,197	[1]	1,223	[1]
Intersegment sales	1,068		929
Investment and other income	13		2
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	3,278		2,154
EXPENSES
Exploration	21		23
Purchases of crude oil and products	1,405		857
Production and manufacturing	1,029		747
Selling and general	2		1
Depreciation and depletion	222		128
Financing costs	2
TOTAL EXPENSES	2,681		1,756
INCOME BEFORE INCOME TAXES	597		398
INCOME TAXES	145		98
NET INCOME	452		300
Cash flows from (used in) operating activities	357		(124)
CAPEX	1,163	[6]	2,938	[6]
Total assets as at March 31	32,326		25,986
Downstream
REVENUES AND OTHER INCOME
Operating revenues	6,645	[1]	6,454	[1]
Intersegment sales	430		776
Investment and other income	13		12
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	7,088		7,242
EXPENSES
Purchases of crude oil and products	5,416		5,620
Production and manufacturing	386		382
Selling and general	210		218
Federal excise tax	370		326
Depreciation and depletion	52		52
TOTAL EXPENSES	6,434		6,598
INCOME BEFORE INCOME TAXES	654		644
INCOME TAXES	166		166
NET INCOME	488		478
Cash flows from (used in) operating activities	712		636
CAPEX	48	[6]	27	[6]
Total assets as at March 31	6,043		6,588
Chemical
REVENUES AND OTHER INCOME
Operating revenues	355	[1]	322	[1]
Intersegment sales	102		58
Investment and other income	1
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	458		380
EXPENSES
Purchases of crude oil and products	319		260
Production and manufacturing	61		53
Selling and general	17		17
Depreciation and depletion	3		3
TOTAL EXPENSES	400		333
INCOME BEFORE INCOME TAXES	58		47
INCOME TAXES	15		12
NET INCOME	43		35
Cash flows from (used in) operating activities	3		63
CAPEX	2	[6]	1	[6]
Total assets as at March 31	401		380
Corporate and Other
REVENUES AND OTHER INCOME
Investment and other income	2		1
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	2		1
EXPENSES
Selling and general	48		18
Depreciation and depletion	3		2
TOTAL EXPENSES	51		20
INCOME BEFORE INCOME TAXES	(49)		(19)
INCOME TAXES	(12)		(4)
NET INCOME	(37)		(15)
Cash flows from (used in) operating activities	13		22
CAPEX	21	[6]	10	[6]
Total assets as at March 31	448		508
Consolidation, Eliminations
REVENUES AND OTHER INCOME
Intersegment sales	(1,600)		(1,763)
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	(1,600)		(1,763)
EXPENSES
Purchases of crude oil and products	(1,598)		(1,762)
Production and manufacturing			(1)
Selling and general	(2)
TOTAL EXPENSES	(1,600)		(1,763)
Total assets as at March 31	(473)		(343)

[1] Included export sales to the United States of $1,426 million (2013 - $1,385 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[2] Federal excise tax included in operating revenues 370 326

[3] Amounts from related parties included in operating revenues 816 861

[4] Amounts to related parties included in purchases of crude oil and products 770 1,243

[5] Amounts to related parties included in production and manufacturing expenses

[6] Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant, equipment and intangibles, additions to capital leases, additional investments and acquisition.

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Changes in Accumulated Other Comprehensive Income (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at January 1	(1,721)	(2,455)
Current period change excluding amounts reclassified from accumulated other comprehensive income	(38)	(102)
Amounts reclassified from accumulated other comprehensive income	38	51
Balance at March 31	(1,721)	(2,506)

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Investment and other income (Tables)

3 Months Ended

Mar. 31, 2014

Gains and Losses on Asset Sales

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

	Three Months to March 31
millions of dollars	2014		2013
Proceeds from asset sales		25		8
Book value of assets sold		5		4
Gain/(loss) on asset sales, before tax		20		4
Gain/(loss) on asset sales, after tax		16		3