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 June 30, 2013

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 June 30, 2013, was 847,599,011.

IMPERIAL OIL LIMITED

INDEX
	PAGE
PART I - Financial Information
Item 1 - Financial Statements.
Consolidated Statement of Income - Six Months ended June 30, 2013 and 2012	3
Consolidated Statement of Comprehensive Income - Six Months ended June 30, 2013 and 2012	4
Consolidated Balance Sheet - as at June 30, 2013 and December 31, 2012	5
Consolidated Statement of Cash Flows - Six Months ended June 30, 2013 and 2012	6
Notes to the Consolidated Financial Statements	7
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3 - Quantitative and Qualitative Disclosures about Market Risk.	17
Item 4 - Controls and Procedures.	17
PART II - Other Information
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 6 - Exhibits.	19
SIGNATURES	19

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, 2012.

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 under government payment transparency reports.

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IMPERIAL OIL LIMITED

CONSOLIDATED STATEMENT OF INCOME

(U.S. GAAP, unaudited)

	Second Quarter			Six Months to June 30
millions of Canadian dollars		2013	2012	2013	2012
REVENUES AND OTHER INCOME
Operating revenues (a) (b)		7,894	7,452	15,893	14,946
Investment and other income (note 3)		64	63	79	102
TOTAL REVENUES AND OTHER INCOME		7,958	7,515	15,972	15,048
EXPENSES
Exploration		21	18	44	46
Purchases of crude oil and products (c)		5,001	4,645	9,976	9,031
Production and manufacturing (d)		1,468	1,247	2,649	2,224
Selling and general		252	247	506	531
Federal excise tax (a)		330	340	656	656
Depreciation and depletion		452	178	637	368
Financing costs (note 5)		2	-	2	-
TOTAL EXPENSES		7,526	6,675	14,470	12,856
INCOME BEFORE INCOME TAXES		432	840	1,502	2,192
INCOME TAXES		105	205	377	542
NET INCOME		327	635	1,125	1,650
PER SHARE INFORMATION (Canadian dollars)
Net income per common share - basic (note 8)		0.39	0.75	1.33	1.95
Net income per common share - diluted (note 8)		0.38	0.75	1.32	1.94
Dividends per common share		0.12	0.12	0.24	0.24
(a)    Federal excise tax included in operating revenues		330	340	656	656
(b)    Amounts from related parties included in operating revenues		364	938	1,225	1,645
(c)    Amounts to related parties included in purchases of crude oil and     products		1,283	1,022	2,526	1,555
(d)    Amounts to related parties included in production and manufacturing     expenses		84	71	170	105

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

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IMPERIAL OIL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(U.S. GAAP, unaudited)

	Second Quarter			Six Months to June 30
millions of Canadian dollars		2013	2012	2013	2012
Net income		327	635	1,125	1,650
Other comprehensive income, net of income taxes
Post-retirement benefit liability adjustment (excluding amortization)		-	-	(102)	(117	)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit costs		51	51	102	99
Total other comprehensive income/(loss)		51	51	-	(18	)
Comprehensive income		378	686	1,125	1,632

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)

millions of Canadian dollars	As at June 30 2013			As at Dec 31 2012
ASSETS
Current assets
Cash		542			482
Accounts receivable, less estimated doubtful accounts		2,227			1,976
Inventories of crude oil and products		1,232			827
Materials, supplies and prepaid expenses		377			280
Deferred income tax assets		575			527
Total current assets		4,953			4,092
Long-term receivables, investments and other long-term assets		1,292			1,090
Property, plant and equipment,		43,874			38,765
less accumulated depreciation and depletion		(15,422	)		(14,843	)
Property, plant and equipment, net		28,452			23,922
Goodwill		224			204
Other intangible assets, net		53			56
TOTAL ASSETS		34,974			29,364
LIABILITIES
Current liabilities
Notes and loans payable		1,506			472
Accounts payable and accrued liabilities (a) (note 7)		4,819			4,249
Income taxes payable		1,062			1,184
Total current liabilities		7,387			5,905
Long-term debt (b) (note 6)		3,566			1,175
Other long-term obligations (note 7)		4,196			3,983
Deferred income tax liabilities		2,527			1,924
TOTAL LIABILITIES		17,676			12,987
SHAREHOLDERS’ EQUITY
Common shares at stated value (c)		1,566			1,566
Earnings reinvested		18,187			17,266
Accumulated other comprehensive income (note 9)		(2,455	)		(2,455	)
TOTAL SHAREHOLDERS’ EQUITY		17,298			16,377
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		34,974			29,364

(a) Accounts payable and accrued liabilities included amounts receivable from related parties of $128 million (2012 - amounts receivable of $9 million).

(b) Long-term debt included amounts to related parties of $3,434 million (2012 - $1,040 million).

(c) Number of common shares authorized and outstanding were 1,100 million and 848 million, respectively (2012 - 1,100 million and 848 million, respectively).

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

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IMPERIAL OIL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (U.S. GAAP, unaudited) inflow/(outflow) millions of Canadian dollars		Second Quarter						Six Months to June 30
	2013			2012			2013			2012
OPERATING ACTIVITIES
Net income		327			635			1,125			1,650
Adjustment for non-cash items:
Depreciation and depletion		452			178			637			368
(Gain)/loss on asset sales (note 3)		(51	)		(55	)		(55	)		(84	)
Deferred income taxes and other		141			169			170			217
Changes in operating assets and liabilities:
Accounts receivable		5			(1	)		(217	)		139
Inventories, materials, supplies and prepaid expenses		(177	)		237			(497	)		(194	)
Income taxes payable		45			29			(122	)		88
Accounts payable and accrued liabilities		113			155			508			226
All other items - net (a)		(117	)		(30	)		(214	)		(46	)
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES		738			1,317			1,335			2,364
INVESTING ACTIVITIES
Additions to property, plant and equipment and intangibles		(1,616	)		(1,290	)		(2,961	)		(2,435	)
Acquisition (note 10)		-			-			(1,602	)		-
Proceeds from asset sales		54			61			62			139
Repayment of loan from equity company		-			5			4			8
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES		(1,562	)		(1,224	)		(4,497	)		(2,288	)
FINANCING ACTIVITIES
Short-term debt - net		348			-			1,035			-
Long-term debt issued		799			-			2,394			-
Reduction in capitalized lease obligations		(2	)		(1	)		(3	)		(2	)
Issuance of common shares under stock option plan		-			21			-			43
Common shares purchased		-			(60	)		-			(128	)
Dividends paid		(102	)		(102	)		(204	)		(195	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES		1,043			(142	)		3,222			(282	)
INCREASE (DECREASE) IN CASH		219			(49	)		60			(206	)
CASH AT BEGINNING OF PERIOD		323			1,045			482			1,202
CASH AT END OF PERIOD		542			996			542			996
(a) Included contribution to registered pension plans		(178	)		(147	)		(298	)		(244	)

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

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IMPERIAL OIL LIMITED

NOTES TO 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 2012 Annual Report on Form 10-K. In the opinion of the company, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The company’s exploration and production activities are accounted for under the “successful efforts” method.

The results for the six months ended June 30, 2013, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

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IMPERIAL OIL LIMITED

2. Business Segments

Second Quarter	Upstream				Downstream				Chemical
millions of dollars		2013		2012		2013		2012		2013	2012
REVENUES AND OTHER INCOME
Operating revenues (a)		1,383		1,073		6,197		6,032		314	347
Intersegment sales		1,018		948		412		594		86	69
Investment and other income		45		38		18		22		-	-
		2,446		2,059		6,627		6,648		400	416
EXPENSES
Exploration		21		18		-		-		-	-
Purchases of crude oil and products		866		740		5,379		5,234		271	282
Production and manufacturing (c)		881		701		534		499		54	47
Selling and general		2		-		216		222		15	16
Federal excise tax		-		-		330		340		-	-
Depreciation and depletion (c)		147		119		299		52		3	4
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		1,917		1,578		6,760		6,347		343	349
INCOME BEFORE INCOME TAXES		529		481		(133)		301		57	67
INCOME TAXES		132		121		(36)		69		15	18
NET INCOME		397		360		(97)		232		42	49
Cash flows from (used in) operating activities		588		599		99		591		52	99
CAPEX (b)		1,569		1,272		50		30		2	1
Second Quarter	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		7,894	7,452
Intersegment sales		-		-		(1,516)		(1,611)		-	-
Investment and other income		1		3		-		-		64	63
		1		3		(1,516)		(1,611)		7,958	7,515
EXPENSES
Exploration		-		-		-		-		21	18
Purchases of crude oil and products		-		-		(1,515)		(1,611)		5,001	4,645
Production and manufacturing (c)		-		-		(1)		-		1,468	1,247
Selling and general		19		9		-		-		252	247
Federal excise tax		-		-		-		-		330	340
Depreciation and depletion (c)		3		3		-		-		452	178
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		22		12		(1,516)		(1,611)		7,526	6,675
INCOME BEFORE INCOME TAXES		(21)		(9)		-		-		432	840
INCOME TAXES		(6)		(3)		-		-		105	205
NET INCOME		(15)		(6)		-		-		327	635
Cash flows from (used in) operating activities		(1)		28		-		-		738	1,317
CAPEX (b)		16		5		-		-		1,637	1,308

(a) Includes export sales to the United States of $1,306 million (2012- $1,133 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 and acquisition.

(c) A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company’s decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

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IMPERIAL OIL LIMITED

Six Months to June 30	Upstream				Downstream				Chemical
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		2,606		2,468		12,651		11,787		636	691
Intersegment sales		1,947		2,042		1,188		1,388		144	151
Investment and other income		47		41		30		55		-	-
		4,600		4,551		13,869		13,230		780	842
EXPENSES
Exploration		44		46		-		-		-	-
Purchases of crude oil and products		1,723		1,761		10,999		10,255		531	596
Production and manufacturing		1,628		1,292		916		840		107	92
Selling and general		3		2		434		463		32	33
Federal excise tax		-		-		656		656		-	-
Depreciation and depletion		275		248		351		108		6	7
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		3,673		3,349		13,358		12,322		676	728
INCOME BEFORE INCOME TAXES		927		1,202		511		908		104	114
INCOME TAXES		230		300		130		221		27	30
NET INCOME		697		902		381		687		77	84
Cash flows from (used in) operating activities		464		1,486		735		778		115	46
CAPEX (b)		4,507		2,417		77		53		3	2
Total assets as at June 30		27,870		19,146		6,391		6,633		379	368
Six Months to June 30	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		15,893	14,946
Intersegment sales		-		-		(3,279)		(3,581)		-	-
Investment and other income		2		6		-		-		79	102
		2		6		(3,279)		(3,581)		15,972	15,048
EXPENSES
Exploration		-		-		-		-		44	46
Purchases of crude oil and products		-		-		(3,277)		(3,581)		9,976	9,031
Production and manufacturing		-		-		(2)		-		2,649	2,224
Selling and general		37		33		-		-		506	531
Federal excise tax		-		-		-		-		656	656
Depreciation and depletion		5		5		-		-		637	368
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		42		38		(3,279)		(3,581)		14,470	12,856
INCOME BEFORE INCOME TAXES		(40)		(32)		-		-		1,502	2,192
INCOME TAXES		(10)		(9)		-		-		377	542
NET INCOME		(30)		(23)		-		-		1,125	1,650
Cash flows from (used in) operating activities		21		54		-		-		1,335	2,364
CAPEX (b)		26		9		-		-		4,613	2,481
Total assets as at June 30		798		1,221		(464)		(127)		34,974	27,241

(a) Includes export sales to the United States of $2,691 million (2012- $2,038 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 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:
	Second Quarter				Six Months to June 30
millions of dollars	2013		2012		2013		2012
Proceeds from asset sales		54		61		62	139
Book value of assets sold		3		6		7	55
Gain/(loss) on asset sales, before tax		51		55		55	84
Gain/(loss) on asset sales, after tax		38		46		41	70

4. Employee retirement benefits

The components of net benefit cost were as follows:
	Second Quarter						Six Months to June 30
millions of dollars	2013			2012			2013			2012
Pension benefits:
Current service cost		45			41			90		80
Interest cost		70			72			140		144
Expected return on plan assets		(81	)		(72	)		(163	)	(144)
Amortization of prior service cost		5			6			11		11
Amortization of actuarial loss		61			61			121		118
Net benefit cost		100			108			199		209
Other post-retirement benefits:
Current service cost		2			2			5		4
Interest cost		6			6			11		11
Amortization of actuarial loss		2			2			5		4
Net benefit cost		10			10			21		19

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IMPERIAL OIL LIMITED

5. Financing costs

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Debt related interest		16			5			26			9
Capitalized interest		(16	)		(5	)		(26	)		(9	)
Net interest expense		-			-			-			-
Other interest		2			-			2			-
Total financing costs		2			-			2			-

6. Long-term debt

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Long-term debt		3,434		1,040
Capital leases		132		135
Total long-term debt		3,566		1,175

In the second quarter of 2013, the company increased its long-term debt by $799 million by drawing on its existing facility with an affiliated company of Exxon Mobil Corporation and increased short-term debt by $348 million by issuing additional commercial paper.

Subsequent to the second quarter of 2013, the company increased its total debt outstanding by $494 million by drawing on existing facilities. The increased debt was used to finance normal operations and major projects.

Also in the second quarter of 2013, the company increased the amount of its existing $250 million unsecured committed bank credit facility to $500 million with the maturity date unchanged in March 2014. The company has not drawn on the facility.

7. Other long-term obligations

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Employee retirement benefits (a)		2,593		2,717
Asset retirement obligations and other environmental liabilities (b)		1,248		957
Share-based incentive compensation liabilities		144		117
Other obligations		211		192
Total other long-term obligations		4,196		3,983

(a) Total recorded employee retirement benefits obligations also included $52 million in current liabilities (December 31, 2012 - $52 million).

(b) Total asset retirement obligations and other environmental liabilities also included $168 million in current liabilities (December 31, 2012 - $168 million).

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IMPERIAL OIL LIMITED

8. Net income per share

	Second Quarter				Six Months to June 30
	2013		2012		2013		2012
Net income per common share - basic
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Net income per common share (dollars)		0.39		0.75		1.33		1.95
Net income per common share - diluted
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Effect of share-based awards (millions of shares)		3.2		3.6		3.1		3.5
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.8		851.6		850.7		851.4
Net income per common share (dollars)		0.38		0.75		1.32		1.94

9. Other comprehensive income information

Changes in accumulated other comprehensive income:

millions of dollars	2013			2012
Balance at January 1		(2,455	)		(2,238	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(102	)		(117	)
Amounts reclassified from accumulated other comprehensive income		102			99
Balance at June 30		(2,455	)		(2,256	)

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost (a)		(68	)		(69	)		(137	)		(133	)

(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:

					Six Months
	Second Quarter				to June 30
millions of dollars	2013		2012		2013			2012
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		-		-		(35	)		(40	)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost		17		18		35			34
		17		18		-			(6	)

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IMPERIAL OIL LIMITED

10. Acquisition

Description of the Transaction: On February 26, 2013, ExxonMobil Canada acquired Celtic Exploration Ltd. (“Celtic”). Immediately following the acquisition, Imperial acquired a 50-percent interest in Celtic’s assets and liabilities from ExxonMobil Canada for $1,608 million, financed by a combination of related party and third party debt (see note 6 for further details). Concurrently, a general partnership was formed to hold and operate the assets of Celtic. The name of the general partnership was changed to XTO Energy Canada (“XTO Canada”). XTO Canada is involved in the exploration for, production of, and transportation and sale of natural gas and crude oil, condensate and natural gas liquids.

Recording of Assets Acquired and Liabilities Assumed: Imperial used the acquisition method of accounting to record its pro-rata share of the assets acquired and liabilities assumed. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the assets acquired and liabilities assumed:

millions of dollars
Cash	6
Accounts receivable	38
Materials, supplies and prepaid expenses	5
Property, plant and equipment (a)	2,045
Goodwill (b)	20
Total assets acquired	2,114
Accounts payable and accrued liabilities	62
Deferred income tax liabilities (c)	377
Other long-term obligations	67
Total liabilities assumed	506
Net assets acquired	1,608

(a) Property, plant and equipment were measured primarily using an income approach. The fair value measurements of the oil and gas assets were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs included Celtic resources, assumed future production profiles, commodity prices (mainly based on observable market inputs), risk adjusted discount rate of 10 percent, inflation of 2 percent and assumptions on the timing and amount of future development and operating costs. The property, plant and equipment additions were segmented to the Upstream business, with all of the assets in Canada.

(b) Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was recognized in the Upstream reporting unit. Goodwill is not amortized and is not deductible for tax purposes.

(c) Deferred income taxes reflect the future tax consequences on the temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The deferred income taxes recorded as part of the acquisition were:

millions of dollars
Property, plant and equipment	414
Total deferred income tax liabilities	414
Asset retirement obligations	(17	)
Other	(20	)
Total deferred income tax assets	(37	)
Net deferred income tax liabilities	377

Actual and Pro Forma Impact of the Acquisition:

Revenues for XTO Canada from the acquisition date included in the company’s consolidated financial statement of income for the six months ended June 30, 2013 were $31 million. After-tax earnings for XTO Canada from the acquisition date through June 30, 2013 were de minimis.

Transaction costs related to the acquisition were expensed as incurred and were de minimis in the six months ended June 30, 2013.

Pro forma revenues, earnings and basic and diluted earnings per share information as if the acquisition had occurred at the beginning of 2013 or the comparable prior reporting period is not presented, since the effect on Imperial’s consolidated second quarter 2013 financial results or the comparable prior reporting period, would not have been material.

13

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

OPERATING RESULTS

The company’s net income for the second quarter of 2013 was $327 million or $0.38 a share on a diluted basis, compared with $635 million or $0.75 a share for the second quarter of 2012, a decrease of 49 percent. Net income in the first six months of 2013 was $1,125 million or $1.32 a share on a diluted basis, versus $1,650 million or $1.94 a share for the first half of 2012. Earnings in both the second quarter and first half of 2013 included a non-cash after tax charge of $264 million associated with the conversion of the Dartmouth refinery to a fuels terminal.

Other factors contributing to lower second quarter earnings included lower industry refining margins of about $285 million, higher start-up related operating costs at Kearl of about $90 million and lower bitumen production and higher maintenance costs at Cold Lake totalling about $80 million. These factors were partially offset by favourable impacts of about $220 million associated with improved refinery operations and lower maintenance activities, higher liquids realizations of about $130 million and higher volumes at Syncrude of about $45 million.

For the six months, other factors contributing to lower earnings included lower industry refining margins of about $155 million, higher start-up related operating costs at Kearl of about $145 million, lower liquids realizations of about $140 million and lower bitumen production and higher maintenance costs at Cold Lake totalling about $85 million. These factors were partially offset by lower royalty costs of about $195 million and improved refinery operations and lower refinery maintenance activities totalling about $105 million.

Upstream

Net income in the second quarter was $397 million, $37 million higher than the same period of 2012. Earnings increased primarily due to higher liquids realizations of about $130 million, higher volumes at Syncrude of about $45 million and lower royalty costs of about $35 million due to higher cost recovery for capital investments. These factors were partially offset by higher start-up related operating costs at Kearl of about $90 million. Sales of Kearl diluted bitumen continue to be expected in the third quarter of 2013. Earnings were also negatively impacted by lower bitumen production and higher costs at Cold Lake totalling about $80 million due to planned maintenance activities.

Net income for the six months of 2013 was $697 million, $205 million lower than the same period of 2012. Earnings decreased primarily due to higher start-up related operating costs at Kearl of about $145 million, lower liquids realizations of about $140 million and lower bitumen production and higher maintenance costs at Cold Lake totalling about $85 million. These factors were partially offset by lower royalty costs of about $195 million.

The price differential between Brent crude oil, the benchmark for Atlantic basin markets, and West Texas Intermediate (WTI), a common benchmark for mid-continent North American oil markets, narrowed to $8.27 a barrel in U.S. dollars in the second quarter of 2013 and to $13.15 a barrel in U.S. dollars in the first six months of 2013, compared to $14.86 and $15.19 a barrel, respectively, in the corresponding periods last year. As discounts for WTI crude oil decreased, the company’s average realizations in Canadian dollars on sales of conventional and synthetic crude oils increased about seven and 12 percent, respectively, in the second quarter of 2013 and about one and four percent, respectively, in the first six months of 2013. The company’s average bitumen realizations in Canadian dollars in the second quarter of 2013 also increased about 15 percent to $65.66 a barrel as the price spread between light crude oil and Cold Lake bitumen narrowed. However, in the first six months of 2013, the company’s average bitumen realizations in Canadian dollars were still down about 12 percent at $54.03 a barrel. The company’s average realization on natural gas sales of $3.50 a thousand cubic feet for both second quarter and first six months of 2013 was higher by about $1.70 and $1.41 a thousand cubic feet, respectively, versus the same periods in 2012.

Gross production of Cold Lake bitumen averaged 144 thousand barrels a day during the second quarter of 2013, down eight thousand barrels a day from the same period last year. Lower volumes were primarily due to the largest-ever preventive maintenance of the Mahkeses facilities. The maintenance activities have been successfully completed, and the plant has returned to normal operations. For the six months, gross production averaged 154 thousand barrels a day, compared with 155 thousand barrels in the first half of 2012.

14

The company’s share of Syncrude’s gross production in the second quarter was 68 thousand barrels a day, up from 60 thousand barrels in the second quarter of 2012. Increased production was due to lower maintenance activities partially offset by the negative impact of weather on mine operations in mid-June. Planned maintenance activities of one of the three cokers originally scheduled for later in the year was advanced into June and is scheduled to complete by early August. During the first six months of 2013, the company’s share of Syncrude’s gross production was 67 thousand barrels a day essentially unchanged from the same period in 2012.

Gross production of conventional crude oil averaged 22 thousand barrels a day in the second quarter, versus 20 thousand barrels in the corresponding period in 2012. Gross production averaged 20 thousand barrels a day in the first half of 2013, unchanged from the same period in 2012.

Gross production of natural gas during the second quarter of 2013 was 204 million cubic feet a day, up from 195 million cubic feet in the same period last year. Higher production volumes reflected the contributions from XTO Canada (formerly Celtic) and the Horn River pilot which more than offset normal field decline. Gross production of natural gas during the six months of 2013 was 195 million cubic feet a day, essentially unchanged from 197 million cubic feet in the same period last year.

On April 26, production from the first of three proprietary paraffinic froth treatment trains began at the Kearl initial development. The process is producing pipeline quality bitumen as planned. For the quarter, Kearl’s production volume contribution was low, at four thousand barrels a day as synchronizing facilities and working toward stable operations was the focus. Line-fill operations are advanced, and diluted bitumen sales are expected to begin in the third quarter. We expect to reach 110,000 barrels a day (78,000 barrels a day Imperial’s share) later in 2013.

Downstream

Net income was negative $97 million in the second quarter versus $232 million in the second quarter of 2012. Earnings in the second quarter of 2013 included a non-cash after tax charge of $264 million associated with the conversion of the Dartmouth refinery to a fuels terminal. Earnings were also negatively impacted by lower industry refining margins of about $285 million resulting from the narrowing price differential between Brent and WTI crude oils. These factors were partially offset by favourable impacts of about $220 million associated with improved refinery operations and lower refinery maintenance activities.

Six months net income was $381 million, a decrease of $306 million over the same period in 2012. Earnings in the first half of 2013 included a non-cash after tax charge of $264 million associated with the conversion of the Dartmouth refinery to a fuels terminal. Earnings were also negatively impacted by lower industry refining margins of about $155 million resulting from the narrowing price differential between Brent and WTI crude oils. These factors were partially offset by favourable impacts of about $105 million associated with improved refinery operations and lower refinery maintenance activities.

Chemical

Net income was $42 million in the second quarter versus $49 million in the same quarter last year. Lower sales volumes for chemical products were partially offset by higher polyethylene margins. Six months net income was $77 million, down $7 million over the same period in 2012.

Corporate and Other

Net income effects from Corporate and Other were negative $15 million in the second quarter, versus negative $6 million in the same period of 2012. For the six months of 2013, net income effects from Corporate & Other were negative $30 million, versus negative $23 million last year.

15

LIQUIDITY AND CAPITAL RESOURCES

Cash flow generated from operating activities was $738 million in the second quarter, versus $1,317 million in the corresponding period in 2012. Lower cash flow was primarily associated with inventory build as a result of lower pipeline apportionment and the start-up of Kearl initial development, versus an inventory draw during the same period in 2012 following planned refinery maintenance. Year-to-date cash flow generated from operating activities was $1,335 million, compared with $2,364 million in the same period last year. Lower cash flow was primarily due to lower net income and working capital effects.

Investing activities used net cash of $1,562 million in the second quarter, compared with $1,224 million in the same period of 2012. Additions to property, plant and equipment were $1,616 million in the second quarter, compared with $1,290 million during the same quarter 2012. Expenditures during the quarter were primarily directed towards the advancement of Kearl expansion and Cold Lake Nabiye projects. The Kearl expansion is expected to bring on additional production of 110,000 barrels of bitumen a day, before royalties, of which the company’s share would be about 78,000 barrels a day. Start-up is expected late 2015. The Nabiye expansion at Cold Lake is expected to bring on additional production of more than 40,000 barrels of bitumen a day, before royalties. Start-up is expected to be late 2014.

Cash from financing activities was $1,043 million in the second quarter, compared with cash used in financing activities of $142 million in the second quarter of 2012. In the second quarter, the company increased its long-term debt level by $799 million by drawing on an existing facility and issued additional commercial paper which increased short-term debt by $348 million. Subsequent to the second quarter of 2013, the company increased its total debt outstanding by $494 million by drawing on existing facilities. The increased debt was used to finance normal operations and major projects.

The above factors led to an increase in the company’s balance of cash to $542 million at June 30, 2013, from $482 million at the end of 2012.

Subsequent to the second quarter, the company has entered into additional long-term pipeline transportation agreements to ship heavy crude oil blend. These agreements, which have a total commitment of about $3 billion, will support the company’s long-term growth in oil sands production. The company expects to fulfill these commitments in the normal course of business.

16

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Information about market risks for the six months ended June 30, 2013 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, 2012 and Form 10-Q for the quarter ended March 31, 2013 except for the following:

Earnings sensitivity (a) millions of dollars after tax
Nine dollars (U.S.) a barrel change in crude oil prices	+ (-)	390
Nine cents decrease (increase) in the value of the Canadian dollar versus the U.S. dollar	+ (-)	575

(a) The amount quoted to illustrate the impact of the sensitivity represents a change of about 10 percent in the value of the rate at the end of the second quarter 2013. The sensitivity calculation shows the impact on annual net income that results from a change in one factor, after tax and royalties and holding all other factors constant. While the sensitivity is applicable under current conditions, it may not apply proportionately to larger fluctuations.

The sensitivity of net income to changes in crude oil prices increased from the first quarter of 2013 by about $6 million (after tax) a year for each one U.S. dollar change. The sensitivity of net income to changes in the Canadian dollar versus the U.S. dollar increased from the first quarter of 2013 by about $7 million (after tax) a year for each one-cent change. The increase in both areas was primarily a result of the impact of production from the Kearl initial development which began in the second quarter of 2013.

Item 4. Controls and Procedures.

As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of June 30, 2013. 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.

17

PART II - OTHER INFORMATION

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

Issuer Purchases of Equity Securities (1) (2)

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
April 2013 (Apr 1- Apr 30)	0	0	0	41,508,309
May 2013 (May 1 – May 31)	0	0	0	41,411,918
June 2013 (June 1 – June 30)	0	0	0	41,310,354

(1) On June 21, 2012, 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 42,379,951 common shares, including common shares purchased for the company’s employee savings plan, the company’s employee retirement plan and from Exxon Mobil Corporation during the period June 25, 2012 to June 24, 2013. The program ended on June 24, 2013.

(2) 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, including common shares purchased for the company’s employee savings plan, the company’s employee retirement plan and from Exxon Mobil Corporation during the period June 25, 2013 to June 24, 2014. 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.

18

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.

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:     August 6, 2013	-------------------------------------------------
	(Signature)
	Paul J. Masschelin
	Senior Vice-President, Finance and Administration and Controller
	(Principal Accounting Officer)

	/s/ Brent A. Latimer
Date:     August 6, 2013	-------------------------------------------------
	(Signature)
	Brent A. Latimer
	Assistant Secretary

19

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: August 6, 2013

/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: August 6, 2013

/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 June 30, 2013, 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: August 6, 2013

/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 June 30, 2013, 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: August 6, 2013

/s/ Paul J. Masschelin

Paul J. Masschelin

Senior Vice-President, Finance and

Administration and Controller

(chief financial officer)

XML

Other comprehensive income information

6 Months Ended

Jun. 30, 2013

Other comprehensive income information

9. Other comprehensive income information

Changes in accumulated other comprehensive income:

millions of dollars	2013			2012
Balance at January 1		(2,455	)		(2,238	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(102	)		(117	)
Amounts reclassified from accumulated other comprehensive income		102			99
Balance at June 30		(2,455	)		(2,256	)

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost (a)		(68	)		(69	)		(137	)		(133	)

(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:

					Six Months
	Second Quarter				to June 30
millions of dollars	2013		2012		2013			2012
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		-		-		(35	)		(40	)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost		17		18		35			34
		17		18		-			(6	)

XML

Consolidated Statement Of Comprehensive Income (U.S. GAAP) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income	327	635	1,125	1,650
Other comprehensive income, net of income taxes
Post-retirement benefit liability adjustment (excluding amortization)			(102)	(117)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit costs	51	51	102	99
Total other comprehensive income/(loss)	51	51		(18)
Comprehensive income	378	686	1,125	1,632

XML

Business Segments

6 Months Ended

Jun. 30, 2013

Business Segments

2. Business Segments

Second Quarter	Upstream				Downstream				Chemical
millions of dollars		2013		2012		2013		2012		2013	2012
REVENUES AND OTHER INCOME
Operating revenues (a)		1,383		1,073		6,197		6,032		314	347
Intersegment sales		1,018		948		412		594		86	69
Investment and other income		45		38		18		22		-	-
		2,446		2,059		6,627		6,648		400	416
EXPENSES
Exploration		21		18		-		-		-	-
Purchases of crude oil and products		866		740		5,379		5,234		271	282
Production and manufacturing (c)		881		701		534		499		54	47
Selling and general		2		-		216		222		15	16
Federal excise tax		-		-		330		340		-	-
Depreciation and depletion (c)		147		119		299		52		3	4
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		1,917		1,578		6,760		6,347		343	349
INCOME BEFORE INCOME TAXES		529		481		(133)		301		57	67
INCOME TAXES		132		121		(36)		69		15	18
NET INCOME		397		360		(97)		232		42	49
Cash flows from (used in) operating activities		588		599		99		591		52	99
CAPEX (b)		1,569		1,272		50		30		2	1
Second Quarter	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		7,894	7,452
Intersegment sales		-		-		(1,516)		(1,611)		-	-
Investment and other income		1		3		-		-		64	63
		1		3		(1,516)		(1,611)		7,958	7,515
EXPENSES
Exploration		-		-		-		-		21	18
Purchases of crude oil and products		-		-		(1,515)		(1,611)		5,001	4,645
Production and manufacturing (c)		-		-		(1)		-		1,468	1,247
Selling and general		19		9		-		-		252	247
Federal excise tax		-		-		-		-		330	340
Depreciation and depletion (c)		3		3		-		-		452	178
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		22		12		(1,516)		(1,611)		7,526	6,675
INCOME BEFORE INCOME TAXES		(21)		(9)		-		-		432	840
INCOME TAXES		(6)		(3)		-		-		105	205
NET INCOME		(15)		(6)		-		-		327	635
Cash flows from (used in) operating activities		(1)		28		-		-		738	1,317
CAPEX (b)		16		5		-		-		1,637	1,308

(a) Includes export sales to the United States of $1,306 million (2012- $1,133 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 and acquisition.

(c) A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company’s decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

Six Months to June 30	Upstream				Downstream				Chemical
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		2,606		2,468		12,651		11,787		636	691
Intersegment sales		1,947		2,042		1,188		1,388		144	151
Investment and other income		47		41		30		55		-	-
		4,600		4,551		13,869		13,230		780	842
EXPENSES
Exploration		44		46		-		-		-	-
Purchases of crude oil and products		1,723		1,761		10,999		10,255		531	596
Production and manufacturing		1,628		1,292		916		840		107	92
Selling and general		3		2		434		463		32	33
Federal excise tax		-		-		656		656		-	-
Depreciation and depletion		275		248		351		108		6	7
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		3,673		3,349		13,358		12,322		676	728
INCOME BEFORE INCOME TAXES		927		1,202		511		908		104	114
INCOME TAXES		230		300		130		221		27	30
NET INCOME		697		902		381		687		77	84
Cash flows from (used in) operating activities		464		1,486		735		778		115	46
CAPEX (b)		4,507		2,417		77		53		3	2
Total assets as at June 30		27,870		19,146		6,391		6,633		379	368
Six Months to June 30	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		15,893	14,946
Intersegment sales		-		-		(3,279)		(3,581)		-	-
Investment and other income		2		6		-		-		79	102
		2		6		(3,279)		(3,581)		15,972	15,048
EXPENSES
Exploration		-		-		-		-		44	46
Purchases of crude oil and products		-		-		(3,277)		(3,581)		9,976	9,031
Production and manufacturing		-		-		(2)		-		2,649	2,224
Selling and general		37		33		-		-		506	531
Federal excise tax		-		-		-		-		656	656
Depreciation and depletion		5		5		-		-		637	368
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		42		38		(3,279)		(3,581)		14,470	12,856
INCOME BEFORE INCOME TAXES		(40)		(32)		-		-		1,502	2,192
INCOME TAXES		(10)		(9)		-		-		377	542
NET INCOME		(30)		(23)		-		-		1,125	1,650
Cash flows from (used in) operating activities		21		54		-		-		1,335	2,364
CAPEX (b)		26		9		-		-		4,613	2,481
Total assets as at June 30		798		1,221		(464)		(127)		34,974	27,241

(a) Includes export sales to the United States of $2,691 million (2012- $2,038 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 and acquisition.

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Other long-term obligations (Tables)

6 Months Ended

Jun. 30, 2013

Other Long-Term Obligations

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Employee retirement benefits (a)		2,593		2,717
Asset retirement obligations and other environmental liabilities (b)		1,248		957
Share-based incentive compensation liabilities		144		117
Other obligations		211		192
Total other long-term obligations		4,196		3,983

(a) Total recorded employee retirement benefits obligations also included $52 million in current liabilities (December 31, 2012 - $52 million).

(b) Total asset retirement obligations and other environmental liabilities also included $168 million in current liabilities (December 31, 2012 - $168 million).

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Acquisition

6 Months Ended

Jun. 30, 2013

Acquisition

10. Acquisition

Description of the Transaction: On February 26, 2013, ExxonMobil Canada acquired Celtic Exploration Ltd. (“Celtic”). Immediately following the acquisition, Imperial acquired a 50-percent interest in Celtic’s assets and liabilities from ExxonMobil Canada for $1,608 million, financed by a combination of related party and third party debt (see note 6 for further details). Concurrently, a general partnership was formed to hold and operate the assets of Celtic. The name of the general partnership was changed to XTO Energy Canada (“XTO Canada”). XTO Canada is involved in the exploration for, production of, and transportation and sale of natural gas and crude oil, condensate and natural gas liquids.

Recording of Assets Acquired and Liabilities Assumed: Imperial used the acquisition method of accounting to record its pro-rata share of the assets acquired and liabilities assumed. This method requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the assets acquired and liabilities assumed:

millions of dollars
Cash	6
Accounts receivable	38
Materials, supplies and prepaid expenses	5
Property, plant and equipment (a)	2,045
Goodwill (b)	20
Total assets acquired	2,114
Accounts payable and accrued liabilities	62
Deferred income tax liabilities (c)	377
Other long-term obligations	67
Total liabilities assumed	506
Net assets acquired	1,608

(a) Property, plant and equipment were measured primarily using an income approach. The fair value measurements of the oil and gas assets were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs included Celtic resources, assumed future production profiles, commodity prices (mainly based on observable market inputs), risk adjusted discount rate of 10 percent, inflation of 2 percent and assumptions on the timing and amount of future development and operating costs. The property, plant and equipment additions were segmented to the Upstream business, with all of the assets in Canada.

(b) Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was recognized in the Upstream reporting unit. Goodwill is not amortized and is not deductible for tax purposes.

(c) Deferred income taxes reflect the future tax consequences on the temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The deferred income taxes recorded as part of the acquisition were:

millions of dollars
Property, plant and equipment	414
Total deferred income tax liabilities	414
Asset retirement obligations	(17	)
Other	(20	)
Total deferred income tax assets	(37	)
Net deferred income tax liabilities	377

Actual and Pro Forma Impact of the Acquisition:

Revenues for XTO Canada from the acquisition date included in the company’s consolidated financial statement of income for the six months ended June 30, 2013 were $31 million. After-tax earnings for XTO Canada from the acquisition date through June 30, 2013 were de minimis.

Transaction costs related to the acquisition were expensed as incurred and were de minimis in the six months ended June 30, 2013.

Pro forma revenues, earnings and basic and diluted earnings per share information as if the acquisition had occurred at the beginning of 2013 or the comparable prior reporting period is not presented, since the effect on Imperial’s consolidated second quarter 2013 financial results or the comparable prior reporting period, would not have been material.

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Changes in Accumulated Other Comprehensive Income (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at January 1			(2,455)	(2,238)
Current period change excluding amounts reclassified from accumulated other comprehensive income			(102)	(117)
Amounts reclassified from accumulated other comprehensive income	51	51	102	99
Balance at June 30	(2,455)	(2,256)	(2,455)	(2,256)

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Acquisition (Tables)

6 Months Ended

Jun. 30, 2013

Summary of Assets Acquired and Liabilities Assumed

The following table summarizes the assets acquired and liabilities assumed:

millions of dollars
Cash	6
Accounts receivable	38
Materials, supplies and prepaid expenses	5
Property, plant and equipment (a)	2,045
Goodwill (b)	20
Total assets acquired	2,114
Accounts payable and accrued liabilities	62
Deferred income tax liabilities (c)	377
Other long-term obligations	67
Total liabilities assumed	506
Net assets acquired	1,608

(a) Property, plant and equipment were measured primarily using an income approach. The fair value measurements of the oil and gas assets were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs included Celtic resources, assumed future production profiles, commodity prices (mainly based on observable market inputs), risk adjusted discount rate of 10 percent, inflation of 2 percent and assumptions on the timing and amount of future development and operating costs. The property, plant and equipment additions were segmented to the Upstream business, with all of the assets in Canada.

(b) Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was recognized in the Upstream reporting unit. Goodwill is not amortized and is not deductible for tax purposes.

(c) Deferred income taxes reflect the future tax consequences on the temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The deferred income taxes recorded as part of the acquisition were:

millions of dollars
Property, plant and equipment	414
Total deferred income tax liabilities	414
Asset retirement obligations	(17	)
Other	(20	)
Total deferred income tax assets	(37	)
Net deferred income tax liabilities	377

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Other comprehensive income information (Tables)

6 Months Ended

Jun. 30, 2013

Changes in Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income:

millions of dollars	2013			2012
Balance at January 1		(2,455	)		(2,238	)
Post-retirement benefits liability adjustment:
Current period change excluding amounts reclassified from accumulated other comprehensive income		(102	)		(117	)
Amounts reclassified from accumulated other comprehensive income		102			99
Balance at June 30		(2,455	)		(2,256	)

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

Amounts reclassified out of accumulated other comprehensive income -

before-tax income/(expense):

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost (a)		(68	)		(69	)		(137	)		(133	)

(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:

					Six Months
	Second Quarter				to June 30
millions of dollars	2013		2012		2013			2012
Post-retirement benefits liability adjustments:
Post-retirement benefits liability adjustment (excluding amortization)		-		-		(35	)		(40	)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost		17		18		35			34
		17		18		-			(6	)

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Long Term Debt - Additional Information (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended	1 Months Ended	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Aug. 06, 2013 Subsequent Event	Jun. 30, 2013 Unsecured committed bank credit facility	Mar. 31, 2013 Unsecured committed bank credit facility
Line of Credit Facility [Line Items]
Increase in long term debt	799	2,394
Increase in short term debt	348
Increase in total debt			494
Line of Credit maximum borrowing capacity				500	250
Debt instrument, maturity date				Mar. 31, 2014

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Income Tax Expense/(Credit) For Components Of Other Comprehensive Income (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Post-retirement benefits liability adjustment (excluding amortization)			(35)	(40)
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost	17	18	35	34
Total post-retirement benefits liability adjustment	17	18		(6)

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Components Of Net Benefit Cost (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Pension benefits
Defined Benefit Plan Disclosure [Line Items]
Current service cost	45	41	90	80
Interest cost	70	72	140	144
Expected return on plan assets	(81)	(72)	(163)	(144)
Amortization of prior service cost	5	6	11	11
Amortization of actuarial loss	61	61	121	118
Net benefit cost	100	108	199	209
Other post-retirement benefits
Defined Benefit Plan Disclosure [Line Items]
Current service cost	2	2	5	4
Interest cost	6	6	11	11
Amortization of actuarial loss	2	2	5	4
Net benefit cost	10	10	21	19

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Summary of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) (CAD) In Millions, unless otherwise specified	1 Months Ended
	Feb. 26, 2013
Business Acquisition [Line Items]
Risk adjusted discount rate	10.00%
Inflation rate	2.00%
Celtic
Business Acquisition [Line Items]
Property, plant and equipment	414
Total deferred income tax liabilities	414
Asset retirement obligations	(17)
Other	(20)
Total deferred income tax assets	(37)
Net deferred income tax liabilities	377

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Net income per share (Tables)

6 Months Ended

Jun. 30, 2013

Net Income Per Share

	Second Quarter				Six Months to June 30
	2013		2012		2013		2012
Net income per common share - basic
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Net income per common share (dollars)		0.39		0.75		1.33		1.95
Net income per common share - diluted
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Effect of share-based awards (millions of shares)		3.2		3.6		3.1		3.5
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.8		851.6		850.7		851.4
Net income per common share (dollars)		0.38		0.75		1.32		1.94

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Consolidated Balance Sheet (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Amounts receivable from related parties	128	9
Due to related parties, noncurrent	3,434	1,040
Common shares authorized	1,100	1,100
Common shares outstanding	848	848

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Consolidated Statement Of Cash Flows (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Included contribution to registered pension plans	(178)	(147)	(298)	(244)

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Investment and other income

6 Months Ended

Jun. 30, 2013

Investment and other income

3. Investment and other income

Investment and other income included gains and losses on asset sales as follows:
	Second Quarter				Six Months to June 30
millions of dollars	2013		2012		2013		2012
Proceeds from asset sales		54		61		62	139
Book value of assets sold		3		6		7	55
Gain/(loss) on asset sales, before tax		51		55		55	84
Gain/(loss) on asset sales, after tax		38		46		41	70

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Basis of financial statement preparation

6 Months Ended

Jun. 30, 2013

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 2012 Annual Report on Form 10-K. In the opinion of the company, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The company’s exploration and production activities are accounted for under the “successful efforts” method.

The results for the six months ended June 30, 2013, are not necessarily indicative of the operations to be expected for the full year.

All amounts are in Canadian dollars unless otherwise indicated.

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Acquisition - Additional Information (Detail) (Celtic, CAD) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	Feb. 26, 2013	Jun. 30, 2013
Celtic
Business Acquisition [Line Items]
Consideration paid for acquisition	1,608
Ownership interest acquired	50.00%
Revenues		31

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Business Segments (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012
REVENUES AND OTHER INCOME
Operating revenues	7,894	[1],[2],[3]	7,452	[1],[2],[3]	15,893	[1],[2],[4]	14,946	[1],[2],[4]
Investment and other income	64		63		79		102
TOTAL REVENUES AND OTHER INCOME	7,958		7,515		15,972		15,048
EXPENSES
Exploration	21		18		44		46
Purchases of crude oil and products	5,001	[5]	4,645	[5]	9,976	[5]	9,031	[5]
Production and manufacturing	1,468	[6],[7]	1,247	[6],[7]	2,649	[6]	2,224	[6]
Selling and general	252		247		506		531
Federal excise tax	330	[1]	340	[1]	656	[1]	656	[1]
Depreciation and depletion	452	[7]	178	[7]	637		368
Financing costs	2				2
TOTAL EXPENSES	7,526		6,675		14,470		12,856
INCOME BEFORE INCOME TAXES	432		840		1,502		2,192
INCOME TAXES	105		205		377		542
Net income	327		635		1,125		1,650
Cash flows from (used in) operating activities	738		1,317		1,335		2,364
CAPEX	1,637	[8]	1,308	[8]	4,613	[8]	2,481	[8]
Total assets as at June 30	34,974		27,241		34,974		27,241		29,364
Upstream
REVENUES AND OTHER INCOME
Operating revenues	1,383	[3]	1,073	[3]	2,606	[4]	2,468	[4]
Intersegment sales	1,018		948		1,947		2,042
Investment and other income	45		38		47		41
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	2,446		2,059		4,600		4,551
EXPENSES
Exploration	21		18		44		46
Purchases of crude oil and products	866		740		1,723		1,761
Production and manufacturing	881	[7]	701	[7]	1,628		1,292
Selling and general	2				3		2
Depreciation and depletion	147	[7]	119	[7]	275		248
TOTAL EXPENSES	1,917		1,578		3,673		3,349
INCOME BEFORE INCOME TAXES	529		481		927		1,202
INCOME TAXES	132		121		230		300
Net income	397		360		697		902
Cash flows from (used in) operating activities	588		599		464		1,486
CAPEX	1,569	[8]	1,272	[8]	4,507	[8]	2,417	[8]
Total assets as at June 30	27,870		19,146		27,870		19,146
Downstream
REVENUES AND OTHER INCOME
Operating revenues	6,197	[3]	6,032	[3]	12,651	[4]	11,787	[4]
Intersegment sales	412		594		1,188		1,388
Investment and other income	18		22		30		55
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	6,627		6,648		13,869		13,230
EXPENSES
Purchases of crude oil and products	5,379		5,234		10,999		10,255
Production and manufacturing	534	[7]	499	[7]	916		840
Selling and general	216		222		434		463
Federal excise tax	330		340		656		656
Depreciation and depletion	299	[7]	52	[7]	351		108
Financing costs	2				2
TOTAL EXPENSES	6,760		6,347		13,358		12,322
INCOME BEFORE INCOME TAXES	(133)		301		511		908
INCOME TAXES	(36)		69		130		221
Net income	(97)		232		381		687
Cash flows from (used in) operating activities	99		591		735		778
CAPEX	50	[8]	30	[8]	77	[8]	53	[8]
Total assets as at June 30	6,391		6,633		6,391		6,633
Chemical
REVENUES AND OTHER INCOME
Operating revenues	314	[3]	347	[3]	636	[4]	691	[4]
Intersegment sales	86		69		144		151
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	400		416		780		842
EXPENSES
Purchases of crude oil and products	271		282		531		596
Production and manufacturing	54	[7]	47	[7]	107		92
Selling and general	15		16		32		33
Depreciation and depletion	3	[7]	4	[7]	6		7
TOTAL EXPENSES	343		349		676		728
INCOME BEFORE INCOME TAXES	57		67		104		114
INCOME TAXES	15		18		27		30
Net income	42		49		77		84
Cash flows from (used in) operating activities	52		99		115		46
CAPEX	2	[8]	1	[8]	3	[8]	2	[8]
Total assets as at June 30	379		368		379		368
Corporate and other
REVENUES AND OTHER INCOME
Investment and other income	1		3		2		6
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	1		3		2		6
EXPENSES
Selling and general	19		9		37		33
Depreciation and depletion	3	[7]	3	[7]	5		5
TOTAL EXPENSES	22		12		42		38
INCOME BEFORE INCOME TAXES	(21)		(9)		(40)		(32)
INCOME TAXES	(6)		(3)		(10)		(9)
Net income	(15)		(6)		(30)		(23)
Cash flows from (used in) operating activities	(1)		28		21		54
CAPEX	16	[8]	5	[8]	26	[8]	9	[8]
Total assets as at June 30	798		1,221		798		1,221
Consolidation, Eliminations
REVENUES AND OTHER INCOME
Intersegment sales	(1,516)		(1,611)		(3,279)		(3,581)
TOTAL OPERATING REVENUES, INTERSEGMENT SALES, INVESTMENT AND OTHER INCOME	(1,516)		(1,611)		(3,279)		(3,581)
EXPENSES
Purchases of crude oil and products	(1,515)		(1,611)		(3,277)		(3,581)
Production and manufacturing	(1)	[7]			(2)
TOTAL EXPENSES	(1,516)		(1,611)		(3,279)		(3,581)
Total assets as at June 30	(464)		(127)		(464)		(127)

[1] Federal excise tax included in operating revenues 330 340 656 656

[2] Amounts from related parties included in operating revenues 364 938 1,225 1,645

[3] Includes export sales to the United States of $1,306 million (2012- $1,133 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[4] Includes export sales to the United States of $2,691 million (2012- $2,038 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[5] Amounts to related parties included in purchases of crude oil and products 1,283 1,022 2,526 1,555

[6] Amounts to related parties included in production and manufacturing expenses 84 71 170 105

[7] A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company's decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

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

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Financing Costs (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Debt related interest	16	5	26	9
Capitalized interest	(16)	(5)	(26)	(9)
Net interest expense
Other interest	2		2
Total financing costs	2		2

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Net Income Per Share (Detail) (CAD) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net income per common share - basic
Net income (millions of dollars)	327	635	1,125	1,650
Weighted average number of common shares outstanding (millions of shares)	847.6	848.0	847.6	847.9
Net income per common share (dollars)	0.39	0.75	1.33	1.95
Net income per common share - diluted
Net income (millions of dollars)	327	635	1,125	1,650
Weighted average number of common shares outstanding (millions of shares)	847.6	848.0	847.6	847.9
Effect of share-based awards (millions of shares)	3.2	3.6	3.1	3.5
Weighted average number of common shares outstanding, assuming dilution (millions of shares)	850.8	851.6	850.7	851.4
Net income per common share (dollars)	0.38	0.75	1.32	1.94

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Consolidated Statement Of Income (U.S. GAAP) (Parenthetical) (CAD) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Federal excise tax included in operating revenues	330	[1]	340	[1]	656	[1]	656	[1]
Amounts from related parties included in operating revenues	364		938		1,225		1,645
Amounts to related parties included in purchases of crude oil and products	1,283		1,022		2,526		1,555
Amounts to related parties included in production and manufacturing expenses	84		71		170		105

[1] Federal excise tax included in operating revenues 330 340 656 656

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Long-term debt

6 Months Ended

Jun. 30, 2013

Long-term debt

6. Long-term debt

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Long-term debt		3,434		1,040
Capital leases		132		135
Total long-term debt		3,566		1,175

In the second quarter of 2013, the company increased its long-term debt by $799 million by drawing on its existing facility with an affiliated company of Exxon Mobil Corporation and increased short-term debt by $348 million by issuing additional commercial paper.

Subsequent to the second quarter of 2013, the company increased its total debt outstanding by $494 million by drawing on existing facilities. The increased debt was used to finance normal operations and major projects.

Also in the second quarter of 2013, the company increased the amount of its existing $250 million unsecured committed bank credit facility to $500 million with the maturity date unchanged in March 2014. The company has not drawn on the facility.

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Consolidated Balance Sheet (U.S. GAAP) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Current assets
Cash	542		482
Accounts receivable, less estimated doubtful accounts	2,227		1,976
Inventories of crude oil and products	1,232		827
Materials, supplies and prepaid expenses	377		280
Deferred income tax assets	575		527
Total current assets	4,953		4,092
Long-term receivables, investments and other long-term assets	1,292		1,090
Property, plant and equipment,	43,874		38,765
less accumulated depreciation and depletion	(15,422)		(14,843)
Property, plant and equipment, net	28,452		23,922
Goodwill	224		204
Other intangible assets, net	53		56
TOTAL ASSETS	34,974		29,364
Current liabilities
Notes and loans payable	1,506		472
Accounts payable and accrued liabilities (note 7)	4,819	[1]	4,249	[1]
Income taxes payable	1,062		1,184
Total current liabilities	7,387		5,905
Long-term debt (note 6)	3,566	[2]	1,175	[2]
Other long-term obligations (note 7)	4,196		3,983
Deferred income tax liabilities	2,527		1,924
TOTAL LIABILITIES	17,676		12,987
SHAREHOLDERS' EQUITY
Common shares at stated value	1,566	[3]	1,566	[3]
Earnings reinvested	18,187		17,266
Accumulated other comprehensive income (note 9)	(2,455)		(2,455)
TOTAL SHAREHOLDERS' EQUITY	17,298		16,377
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	34,974		29,364

[1] Accounts payable and accrued liabilities included amounts receivable from related parties of $128 million (2012 - amounts receivable of $9 million).

[2] Long-term debt included amounts to related parties of $3,434 million (2012 - $1,040 million).

[3] Number of common shares authorized and outstanding were 1,100 million and 848 million, respectively (2012 - 1,100 million and 848 million, respectively).

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Consolidated Statement Of Income (U.S. GAAP) (CAD) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
REVENUES AND OTHER INCOME
Operating revenues	7,894	[1],[2],[3]	7,452	[1],[2],[3]	15,893	[1],[2],[4]	14,946	[1],[2],[4]
Investment and other income (note 3)	64		63		79		102
TOTAL REVENUES AND OTHER INCOME	7,958		7,515		15,972		15,048
EXPENSES
Exploration	21		18		44		46
Purchases of crude oil and products	5,001	[5]	4,645	[5]	9,976	[5]	9,031	[5]
Production and manufacturing	1,468	[6],[7]	1,247	[6],[7]	2,649	[6]	2,224	[6]
Selling and general	252		247		506		531
Federal excise tax	330	[1]	340	[1]	656	[1]	656	[1]
Depreciation and depletion	452	[7]	178	[7]	637		368
Financing costs (note 5)	2				2
TOTAL EXPENSES	7,526		6,675		14,470		12,856
INCOME BEFORE INCOME TAXES	432		840		1,502		2,192
INCOME TAXES	105		205		377		542
NET INCOME	327		635		1,125		1,650
PER SHARE INFORMATION (Canadian dollars)
Net income per common share - basic (note 8)	0.39		0.75		1.33		1.95
Net income per common share - diluted (note 8)	0.38		0.75		1.32		1.94
Dividends per common share	0.12		0.12		0.24		0.24

[1] Federal excise tax included in operating revenues 330 340 656 656

[2] Amounts from related parties included in operating revenues 364 938 1,225 1,645

[3] Includes export sales to the United States of $1,306 million (2012- $1,133 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[4] Includes export sales to the United States of $2,691 million (2012- $2,038 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[5] Amounts to related parties included in purchases of crude oil and products 1,283 1,022 2,526 1,555

[6] Amounts to related parties included in production and manufacturing expenses 84 71 170 105

[7] A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company's decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

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Business Segments (Parenthetical) (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Segment Reporting Information [Line Items]
Operating revenues	7,894	[1],[2],[3]	7,452	[1],[2],[3]	15,893	[1],[2],[4]	14,946	[1],[2],[4]
Write-down of refinery plant and equipment reported as depreciation and depletion expenses	245				245
Decommissioning, environmental and employee-related costs reported as production and manufacturing expenses	110				110
Pre Tax
Segment Reporting Information [Line Items]
Charges related to conversion of refinery to terminal	355				355
After Tax
Segment Reporting Information [Line Items]
Charges related to conversion of refinery to terminal	264				264
United States Exports
Segment Reporting Information [Line Items]
Operating revenues	1,306		1,133		2,691		2,038

[1] Federal excise tax included in operating revenues 330 340 656 656

[2] Amounts from related parties included in operating revenues 364 938 1,225 1,645

[3] Includes export sales to the United States of $1,306 million (2012- $1,133 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

[4] Includes export sales to the United States of $2,691 million (2012- $2,038 million). Export sales to the United States were recorded in all operating segments, with the largest effects in the Upstream segment.

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Long-term debt (Tables)

6 Months Ended

Jun. 30, 2013

Long-Term Debt

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Long-term debt		3,434		1,040
Capital leases		132		135
Total long-term debt		3,566		1,175

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Amounts Reclassified from Accumulated Other Comprehensive Income (Detail) (Accumulated Defined Benefit Plans Adjustment, CAD) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Accumulated Defined Benefit Plans Adjustment
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of post-retirement benefit liability adjustment included in net periodic benefit cost	(68)	[1]	(69)	[1]	(137)	[1]	(133)	[1]

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

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Other Long-Term Obligations (Detail) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Schedule of Other Liabilities [Line Items]
Employee retirement benefits	2,593	[1]	2,717	[1]
Asset retirement obligations and other environmental liabilities	1,248	[2]	957	[2]
Share-based incentive compensation liabilities	144		117
Other obligations	211		192
Total other long-term obligations	4,196		3,983

[1] Total recorded employee retirement benefits obligations also included $52 million in current liabilities (December 31, 2012 - $52 million).

[2] Total asset retirement obligations and other environmental liabilities also included $168 million in current liabilities (December 31, 2012 - $168 million).

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Other Long-Term Obligations (Parenthetical) (Detail) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Schedule of Other Liabilities [Line Items]
Employee retirement benefits obligations in current liabilities	52	52
Asset retirement obligations and other environmental liabilities in current liabilities	168	168

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Financing costs

6 Months Ended

Jun. 30, 2013

Financing costs

5. Financing costs

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Debt related interest		16			5			26			9
Capitalized interest		(16	)		(5	)		(26	)		(9	)
Net interest expense		-			-			-			-
Other interest		2			-			2			-
Total financing costs		2			-			2			-

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Gains and Losses on Asset Sales (Detail) (CAD) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Investment And Other Income [Line Items]
Proceeds from asset sales	54	61	62	139
Book value of assets sold	3	6	7	55
Gain/(loss) on asset sales, before tax	51	55	55	84
Gain/(loss) on asset sales, after tax	38	46	41	70

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Summary of Assets Acquired and Liabilities Assumed (Detail) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Feb. 26, 2013 Celtic
Business Acquisition [Line Items]
Cash			6
Accounts receivable			38
Materials, supplies and prepaid expenses			5
Property, plant and equipment			2,045	[1]
Goodwill	224	204	20	[2]
Total assets acquired			2,114
Accounts payable and accrued liabilities			62
Deferred income tax liabilities			377	[3]
Other long-term obligations			67
Total liabilities assumed			506
Net assets acquired			1,608

[1] Property, plant and equipment were measured primarily using an income approach. The fair value measurements of the oil and gas assets were based, in part, on significant inputs not observable in the market and thus represent a Level 3 measurement. The significant inputs included Celtic resources, assumed future production profiles, commodity prices (mainly based on observable market inputs), risk adjusted discount rate of 10 percent, inflation of 2 percent and assumptions on the timing and amount of future development and operating costs. The property, plant and equipment additions were segmented to the Upstream business, with all of the assets in Canada.

[2] Goodwill was the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill was recognized in the Upstream reporting unit. Goodwill is not amortized and is not deductible for tax purposes.

[3] Deferred income taxes reflect the future tax consequences on the temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The deferred income taxes recorded as part of the acquisition were: millions of dollars Property, plant and equipment 414 Total deferred income tax liabilities 414 Asset retirement obligations (17 ) Other (20 ) Total deferred income tax assets (37 ) Net deferred income tax liabilities 377

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Net income per share

6 Months Ended

Jun. 30, 2013

Net income per share

8. Net income per share

	Second Quarter				Six Months to June 30
	2013		2012		2013		2012
Net income per common share - basic
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Net income per common share (dollars)		0.39		0.75		1.33		1.95
Net income per common share - diluted
Net income (millions of dollars)		327		635		1,125		1,650
Weighted average number of common shares outstanding (millions of shares)		847.6		848.0		847.6		847.9
Effect of share-based awards (millions of shares)		3.2		3.6		3.1		3.5
Weighted average number of common shares outstanding, assuming dilution (millions of shares)		850.8		851.6		850.7		851.4
Net income per common share (dollars)		0.38		0.75		1.32		1.94

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Employee retirement benefits

6 Months Ended

Jun. 30, 2013

Employee retirement benefits

4. Employee retirement benefits

The components of net benefit cost were as follows:
	Second Quarter						Six Months to June 30
millions of dollars	2013			2012			2013			2012
Pension benefits:
Current service cost		45			41			90		80
Interest cost		70			72			140		144
Expected return on plan assets		(81	)		(72	)		(163	)	(144)
Amortization of prior service cost		5			6			11		11
Amortization of actuarial loss		61			61			121		118
Net benefit cost		100			108			199		209
Other post-retirement benefits:
Current service cost		2			2			5		4
Interest cost		6			6			11		11
Amortization of actuarial loss		2			2			5		4
Net benefit cost		10			10			21		19

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Consolidated Statement Of Cash Flows (U.S. GAAP) (CAD) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
OPERATING ACTIVITIES
Net income	327		635		1,125		1,650
Adjustment for non-cash items:
Depreciation and depletion	452	[1]	178	[1]	637		368
(Gain)/loss on asset sales (note 3)	(51)		(55)		(55)		(84)
Deferred income taxes and other	141		169		170		217
Changes in operating assets and liabilities:
Accounts receivable	5		(1)		(217)		139
Inventories, materials, supplies and prepaid expenses	(177)		237		(497)		(194)
Income taxes payable	45		29		(122)		88
Accounts payable and accrued liabilities	113		155		508		226
All other items - net	(117)	[2]	(30)	[2]	(214)	[2]	(46)	[2]
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	738		1,317		1,335		2,364
INVESTING ACTIVITIES
Additions to property, plant and equipment and intangibles	(1,616)		(1,290)		(2,961)		(2,435)
Acquisition (note 10)					(1,602)
Proceeds from asset sales	54		61		62		139
Repayment of loan from equity company			5		4		8
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES	(1,562)		(1,224)		(4,497)		(2,288)
FINANCING ACTIVITIES
Short-term debt - net	348				1,035
Long-term debt issued	799				2,394
Reduction in capitalized lease obligations	(2)		(1)		(3)		(2)
Issuance of common shares under stock option plan			21				43
Common shares purchased			(60)				(128)
Dividends paid	(102)		(102)		(204)		(195)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES	1,043		(142)		3,222		(282)
INCREASE (DECREASE) IN CASH	219		(49)		60		(206)
CASH AT BEGINNING OF PERIOD	323		1,045		482		1,202
CASH AT END OF PERIOD	542		996		542		996

[1] A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company's decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

[2] Included contribution to registered pension plans (178 ) (147 ) (298 ) (244 )

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Long Term Debt (Detail) (CAD) In Millions, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	3,434		1,040
Capital leases	132		135
Total long-term debt	3,566	[1]	1,175	[1]

[1] Long-term debt included amounts to related parties of $3,434 million (2012 - $1,040 million).

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2013

Business Segments

Second Quarter	Upstream				Downstream				Chemical
millions of dollars		2013		2012		2013		2012		2013	2012
REVENUES AND OTHER INCOME
Operating revenues (a)		1,383		1,073		6,197		6,032		314	347
Intersegment sales		1,018		948		412		594		86	69
Investment and other income		45		38		18		22		-	-
		2,446		2,059		6,627		6,648		400	416
EXPENSES
Exploration		21		18		-		-		-	-
Purchases of crude oil and products		866		740		5,379		5,234		271	282
Production and manufacturing (c)		881		701		534		499		54	47
Selling and general		2		-		216		222		15	16
Federal excise tax		-		-		330		340		-	-
Depreciation and depletion (c)		147		119		299		52		3	4
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		1,917		1,578		6,760		6,347		343	349
INCOME BEFORE INCOME TAXES		529		481		(133)		301		57	67
INCOME TAXES		132		121		(36)		69		15	18
NET INCOME		397		360		(97)		232		42	49
Cash flows from (used in) operating activities		588		599		99		591		52	99
CAPEX (b)		1,569		1,272		50		30		2	1
Second Quarter	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		7,894	7,452
Intersegment sales		-		-		(1,516)		(1,611)		-	-
Investment and other income		1		3		-		-		64	63
		1		3		(1,516)		(1,611)		7,958	7,515
EXPENSES
Exploration		-		-		-		-		21	18
Purchases of crude oil and products		-		-		(1,515)		(1,611)		5,001	4,645
Production and manufacturing (c)		-		-		(1)		-		1,468	1,247
Selling and general		19		9		-		-		252	247
Federal excise tax		-		-		-		-		330	340
Depreciation and depletion (c)		3		3		-		-		452	178
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		22		12		(1,516)		(1,611)		7,526	6,675
INCOME BEFORE INCOME TAXES		(21)		(9)		-		-		432	840
INCOME TAXES		(6)		(3)		-		-		105	205
NET INCOME		(15)		(6)		-		-		327	635
Cash flows from (used in) operating activities		(1)		28		-		-		738	1,317
CAPEX (b)		16		5		-		-		1,637	1,308

(a) Includes export sales to the United States of $1,306 million (2012- $1,133 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 and acquisition.

(c) A second quarter 2013 charge in the Downstream segment of $355 million ($264 million, after-tax) associated with the company’s decision to convert the Dartmouth refinery to a terminal included the write-down of refinery plant and equipment not included in the terminal conversion of $245 million, reported as part of depreciation and depletion expenses, and decommissioning, environmental and employee-related costs of $110 million, reported as part of production and manufacturing expenses. Amounts incurred in the second quarter 2013 associated with decommissioning, environmental and employee-related costs were de-minimis.

Six Months to June 30	Upstream				Downstream				Chemical
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		2,606		2,468		12,651		11,787		636	691
Intersegment sales		1,947		2,042		1,188		1,388		144	151
Investment and other income		47		41		30		55		-	-
		4,600		4,551		13,869		13,230		780	842
EXPENSES
Exploration		44		46		-		-		-	-
Purchases of crude oil and products		1,723		1,761		10,999		10,255		531	596
Production and manufacturing		1,628		1,292		916		840		107	92
Selling and general		3		2		434		463		32	33
Federal excise tax		-		-		656		656		-	-
Depreciation and depletion		275		248		351		108		6	7
Financing costs		-		-		2		-		-	-
TOTAL EXPENSES		3,673		3,349		13,358		12,322		676	728
INCOME BEFORE INCOME TAXES		927		1,202		511		908		104	114
INCOME TAXES		230		300		130		221		27	30
NET INCOME		697		902		381		687		77	84
Cash flows from (used in) operating activities		464		1,486		735		778		115	46
CAPEX (b)		4,507		2,417		77		53		3	2
Total assets as at June 30		27,870		19,146		6,391		6,633		379	368
Six Months to June 30	Corporate and Other				Eliminations				Consolidated
millions of dollars	2013		2012		2013		2012		2013		2012
REVENUES AND OTHER INCOME
Operating revenues (a)		-		-		-		-		15,893	14,946
Intersegment sales		-		-		(3,279)		(3,581)		-	-
Investment and other income		2		6		-		-		79	102
		2		6		(3,279)		(3,581)		15,972	15,048
EXPENSES
Exploration		-		-		-		-		44	46
Purchases of crude oil and products		-		-		(3,277)		(3,581)		9,976	9,031
Production and manufacturing		-		-		(2)		-		2,649	2,224
Selling and general		37		33		-		-		506	531
Federal excise tax		-		-		-		-		656	656
Depreciation and depletion		5		5		-		-		637	368
Financing costs		-		-		-		-		2	-
TOTAL EXPENSES		42		38		(3,279)		(3,581)		14,470	12,856
INCOME BEFORE INCOME TAXES		(40)		(32)		-		-		1,502	2,192
INCOME TAXES		(10)		(9)		-		-		377	542
NET INCOME		(30)		(23)		-		-		1,125	1,650
Cash flows from (used in) operating activities		21		54		-		-		1,335	2,364
CAPEX (b)		26		9		-		-		4,613	2,481
Total assets as at June 30		798		1,221		(464)		(127)		34,974	27,241

(a) Includes export sales to the United States of $2,691 million (2012- $2,038 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 and acquisition.

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Other long-term obligations

6 Months Ended

Jun. 30, 2013

Other long-term obligations

7. Other long-term obligations

	As at		As at
	June 30		Dec 31
millions of dollars	2013		2012
Employee retirement benefits (a)		2,593		2,717
Asset retirement obligations and other environmental liabilities (b)		1,248		957
Share-based incentive compensation liabilities		144		117
Other obligations		211		192
Total other long-term obligations		4,196		3,983

(a) Total recorded employee retirement benefits obligations also included $52 million in current liabilities (December 31, 2012 - $52 million).

(b) Total asset retirement obligations and other environmental liabilities also included $168 million in current liabilities (December 31, 2012 - $168 million).

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Financing costs (Tables)

6 Months Ended

Jun. 30, 2013

Schedule Of Financing Costs

							Six Months
	Second Quarter						to June 30
millions of dollars	2013			2012			2013			2012
Debt related interest		16			5			26			9
Capitalized interest		(16	)		(5	)		(26	)		(9	)
Net interest expense		-			-			-			-
Other interest		2			-			2			-
Total financing costs		2			-			2			-

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Investment and other income (Tables)

6 Months Ended

Jun. 30, 2013

Gains And Losses On Asset Sales

Investment and other income included gains and losses on asset sales as follows:
	Second Quarter				Six Months to June 30
millions of dollars	2013		2012		2013		2012
Proceeds from asset sales		54		61		62	139
Book value of assets sold		3		6		7	55
Gain/(loss) on asset sales, before tax		51		55		55	84
Gain/(loss) on asset sales, after tax		38		46		41	70

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
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

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Employee retirement benefits (Tables)

6 Months Ended

Jun. 30, 2013

Schedule Of Components Of Net Benefit Cost

The components of net benefit cost were as follows:
	Second Quarter						Six Months to June 30
millions of dollars	2013			2012			2013			2012
Pension benefits:
Current service cost		45			41			90		80
Interest cost		70			72			140		144
Expected return on plan assets		(81	)		(72	)		(163	)	(144)
Amortization of prior service cost		5			6			11		11
Amortization of actuarial loss		61			61			121		118
Net benefit cost		100			108			199		209
Other post-retirement benefits:
Current service cost		2			2			5		4
Interest cost		6			6			11		11
Amortization of actuarial loss		2			2			5		4
Net benefit cost		10			10			21		19