# Imperial Oil Ltd: Form 10-K for the period ended Dec 31, 2012

- Company: [Imperial Oil Ltd](/companies/imo.md) (CIK 49938)
- Form: 10-K
- Filed: 2013-02-27
- Accepted by EDGAR: Feb 27, 2013, 08:51 ET
- Period: 2012-12-31
- Accession: 0001193125-13-078520
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/49938/000119312513078520/d453755d10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/49938/000119312513078520/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2012-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2012-01-01 to 2012-12-31 | CAD 4.36bn | us-gaap:Revenues |
| Research and development | 12 months, 2012-01-01 to 2012-12-31 | CAD 147.0m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 12 months, 2012-01-01 to 2012-12-31 | CAD 1.08bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Interest expense | 12 months, 2012-01-01 to 2012-12-31 | −CAD 1.0m | us-gaap:InterestExpense |
| Income tax | 12 months, 2012-01-01 to 2012-12-31 | CAD 1.23bn | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2012-01-01 to 2012-12-31 | CAD 3.77bn | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2012-01-01 to 2012-12-31 | CAD 4.42 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2012-01-01 to 2012-12-31 | CAD 4.44 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 12 months, 2012-01-01 to 2012-12-31 | CAD 4.68bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2012-01-01 to 2012-12-31 | CAD 5.48bn | us-gaap:PaymentsToAcquireProductiveAssets |
| Dividends paid | 12 months, 2012-01-01 to 2012-12-31 | CAD 398.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2012-01-01 to 2012-12-31 | CAD 128.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2012-12-31 | CAD 482.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2012-12-31 | CAD 4.09bn | us-gaap:AssetsCurrent |
| Total assets | at 2012-12-31 | CAD 29.36bn | us-gaap:Assets |
| Current liabilities | at 2012-12-31 | CAD 5.91bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2012-12-31 | CAD 12.99bn | us-gaap:Liabilities |
| Long-term debt | at 2012-12-31 | CAD 1.04bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2012-12-31 | CAD 472.0m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2012-12-31 | CAD 16.38bn | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Business

As filed, 48,980 characters.

Imperial Oil Limited was incorporated under the laws of Canada in 1880 and was continued under the Canada Business Corporations Act (the “CBCA”) by certificate of continuance dated April 24, 1978. The head and principal office of the company is located at 237 Fourth Avenue S.W. Calgary, Alberta, Canada T2P 3M9; telephone 1-800-567-3776. Exxon Mobil Corporation owns approximately 69.6 percent of the outstanding shares of the company. In this report, unless the context otherwise indicates, reference to “the company” or “Imperial” includes Imperial Oil Limited and its subsidiaries.

The company is one of Canada’s largest integrated oil companies. It is active in all phases of the petroleum industry in Canada, including the exploration for, and production and sale of, crude oil and natural gas. In Canada, it is a major producer of crude oil and natural gas and the largest petroleum refiner and a leading marketer of petroleum products. It is also a major producer of petrochemicals.

The company’s operations are conducted in three main segments: Upstream, Downstream and Chemical. Upstream operations include the exploration for, and production of, conventional crude oil, natural gas, synthetic oil and bitumen. Downstream operations consist of the transportation and refining of crude oil, blending of refined products and the distribution and marketing of those products. Chemical operations consist of the manufacturing and marketing of various petrochemicals.

Financial information about segments and geographic areas for the company is contained in the Financial section of this report under Note 2 to the consolidated financial statements: “Business segments”.

On November 28, 2012, Imperial announced that it would participate as a 50-percent owner with ExxonMobil Canada Ltd. in Celtic Exploration Ltd. (“Celtic”). The acquisition of 100 percent of Celtic by ExxonMobil Canada was approved by Celtic Exploration’s shareholders on December 14, 2012 and by regulatory authorities on February 20, 2013. Imperial’s participation occurred immediately after the acquisition closed on February 26, 2013, by means of a sale of a 50-percent interest in Celtic’s assets and liabilities from ExxonMobil Canada to Imperial. Reference is made to the Financial Section of this report under the sub-section entitled “Upstream” in the “Business environment and risk assessment” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to “Note 17: Subsequent event” and “Note 14: Long-term debt” for further details.

### Upstream

### Disclosure of Reserves

#### Summary of oil and gas reserves at year-end

The table below summarizes the net proved reserves for the company, as at December 31, 2012, as detailed in the “Oil and gas reserves” part of the Financial section, starting on page 31 of this report.

All of the company’s reported reserves are located in Canada. The company has reported proved reserves based on the average of the first-day-of-the-month price for each month during the last 12-month period ending December 31. Natural gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels. No major discovery or other favorable or adverse event has occurred since December 31, 2012 that would cause a significant change in the estimated proved reserves as of that date. Proved reserves from the Celtic acquisition will be included in 2013 year-end reporting for the first time.

| Net proved reserves: | Liquids (a) millions of barrels | Natural gas billions of cubic feet | Synthetic oil millions of barrels | Bitumen millions of barrels | Total oil- equivalent basis millions of barrels |
| --- | ---: | ---: | ---: | ---: | ---: |
| Developed | **52** | **373** | **599** | **543** | **1,256** |
| Undeveloped | **1** | **115** | **-** | **2,298** | **2,318** |
| Total net proved | **53** | **488** | **599** | **2,841** | **3,574** |

(a) Liquids include crude oil, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included under liquids.

The estimation of proved reserves, which is based on the requirement of reasonable certainty, is an ongoing process based on rigorous technical evaluations, commercial and market assessments and detailed analysis of well information such as flow rates and reservoir pressure declines. Furthermore, the company only records proved reserves for projects which have received significant funding commitments by management made toward the development of the reserves. Although the company is reasonably certain that proved reserves will be produced, the timing and amount recovered can be affected by a number of factors including completion of development projects, reservoir performance, regulatory approvals and significant changes in projections of long-term oil and gas price levels.

#### Technologies used in establishing proved reserves estimates

Additions to Imperial’s proved reserves in 2012 were based on estimates generated through the integration of available and appropriate geological, engineering and production data, utilizing well established technologies that have been demonstrated in the field to yield repeatable and consistent results.

Data used in these integrated assessments included information obtained directly from the subsurface via wellbores, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also included subsurface information obtained through indirect measurements, including high-quality 2-D and 3-D seismic data, calibrated with available well control information. The tools used to interpret the data included proprietary seismic processing software, proprietary reservoir modeling and simulation software and commercially available data analysis packages.

In some circumstances, where appropriate analog reservoirs were available, reservoir parameters from these analogs were used to increase the quality of and confidence in the reserves estimates.

#### Preparation of reserves estimates

Imperial has a dedicated reserves management group that is separate from the base operating organization. Primary responsibilities of this group include oversight of the reserves estimation process for compliance with Securities and Exchange Commission (“SEC”) rules and regulations, review of annual changes in reserves estimates, and the reporting of Imperial’s proved reserves. In addition, this group provides training to personnel involved in the reserve estimation and reporting processes within Imperial.

Key components of the reserves estimation process include technical evaluations and analysis of well and field performance and a rigorous peer review. The reserves management group maintains a central database containing the official company reserves estimates and production data. Appropriate controls, including limitations on database access and update capabilities, are in place to ensure data integrity within this central database. An annual review of the system’s controls is performed by internal audit. No changes may be made to reserves estimates in the central database, including the addition of any new initial reserves estimates or subsequent revisions, unless those changes have been thoroughly reviewed and evaluated by duly authorized personnel within the base operating organization. In addition, changes to reserves estimates that exceed certain thresholds will require further review and approval of the appropriate level of management within the operating organization, culminating in reviews with and approval by senior management and the company’s board of directors.

The Operations Technical Engineering Manager, who is an employee of the company, has evaluated the company’s reserves data and filed a report to the Canadian securities regulatory authorities. The company’s internal reserves evaluation staff consists of about 61 persons with an average of approximately 15 years of relevant technical experience in evaluating reserves, of whom about 38 persons are qualified reserves evaluators for purposes of Canadian securities regulatory requirements. The company’s internal reserves evaluation management team is made up of about 13 persons with an average of approximately 13 years of relevant experience in evaluating and managing the evaluation of reserves. No independent qualified reserves evaluator or auditor was involved in the preparation of the company’s reserves data.

### Proved undeveloped reserves

As of December 31, 2012, approximately 65 percent of the company’s proved reserves were proved undeveloped reserves reflecting volumes of 2,318 million oil-equivalent barrels. Nearly all of those undeveloped reserves are associated with either the Kearl project or Cold Lake field. This compared to approximately 60 percent or 1,904 million oil-equivalent barrels of proved undeveloped reserves reported at the end of 2011. Increased proved undeveloped reserves in 2012 were primarily due to the initial booking of the approved Nabiye expansion at Cold Lake. Other increases in proved undeveloped reserves were primarily a result of increased development scope at Cold Lake and the impact of royalty costs at Kearl.

One of the company’s requirements to report resources as proved reserves is that management has made significant funding commitments towards the development of the reserves. The company has a disciplined investment strategy and many major fields require a significant lead-time in order to be developed. The company made investments of about $4.5 billion during the year to progress the development of reported proved undeveloped reserves. The largest project under development in 2012 was the Kearl project. By 2012 year-end, construction of the initial development was complete and phased start-up activities were underway. Production of mined diluted bitumen from the first froth treatment train is expected in the first quarter of 2013. Construction of the Kearl expansion was advanced in 2012.

Proved undeveloped reserves at Cold Lake are associated with the ongoing drilling program and Nabiye expansion project. Imperial moved 38 million oil-equivalent barrels from proved undeveloped to proved developed reserves at Cold Lake through ongoing drilling programs. Construction of the Nabiye expansion was advanced in 2012.

Proved undeveloped reserves that have remained undeveloped for five years or more are primarily associated with the initial development at Kearl. Reserves associated with the initial development at Kearl were initially booked as proved undeveloped reserves in 2008 and have remained undeveloped for five years due to the time required to complete development. Construction of the initial development was complete by 2012 year-end and phased start-up activities were underway. The balance of the company’s proved undeveloped reserves of five years or more are all located at Cold Lake and were not material compared to the company’s proved reserves and proved undeveloped reserves.

### Oil and gas production, production prices and production costs

Reference is made to the portion of the Financial section entitled “Management’s discussion and analysis of financial condition and results of operations” on page 35 of this report for a narrative discussion on the material changes.

#### Average daily production of oil

The company’s average daily oil production by final products sold during the three years ended December 31, 2012 was as follows. All reported production volumes were from Canada.

| thousands of barrels a day |  | 2012 | 2011 | 2010 |
| --- | --- | ---: | ---: | ---: |
| Bitumen (c): | - gross (a) | **154** | 160 | 144 |
|  | - net (b) | **123** | 120 | 115 |
| Synthetic oil (d): | - gross (a) | **72** | 72 | 73 |
|  | - net (b) | **69** | 67 | 67 |
| Liquids: | - gross (a) | **24** | 23 | 30 |
|  | - net (b) | **18** | 17 | 22 |
| Total: | - gross (a) | **250** | 255 | 247 |
|  | - net (b) | **210** | 204 | 204 |

(a) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both.

(b) Net production is gross production less the mineral owners’ or governments’ share or both.

(c) All of the company’s bitumen production volumes were from the Cold Lake production operation.

(d) All of the company’s synthetic oil production volumes were from the company’s share of production volumes in the Syncrude joint venture.

#### Average daily production and sales of natural gas

The company’s average daily production and sales of natural gas during the three years ended December 31, 2012 are set forth below. All reported production volumes were from Canada. All gas volumes in this report are calculated at a pressure base of 14.73 pounds per square inch absolute at 60 degrees Fahrenheit. Reference is made to the portion of the Financial section entitled “Management’s discussion and analysis of financial condition and results of operations” on page 35 of this report for a narrative discussion on the material changes.

| millions of cubic feet a day | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| Gross production (a) (b) | **192** | 254 | 280 |
| Net production (c) | **195** | 228 | 254 |
| Sales (d) | **177** | 237 | 264 |

(a) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both.

(b) Production of natural gas includes amounts used for internal consumption with the exception of the amounts reinjected.

(c) Net production is gross production less the mineral owners’ or governments’ share or both. Net natural gas production in 2012 includes favourable royalty cost adjustments.

(d) Sales are sales of the company’s share of production (before deduction of the mineral owners’ and/or governments’ share) and sales of gas purchased, processed and/or resold.

#### Total average daily oil-equivalent basis production

The company’s total average daily production expressed in oil-equivalent basis is set forth below, with natural gas converted to an oil-equivalent basis at six million cubic feet per one thousand barrels.

| thousands of barrels a day Total production oil-equivalent basis: | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| - gross (a) | **282** | 297 | 294 |
| - net (b) | **243** | 242 | 246 |

(a) Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both.

(b) Net production is gross production less the mineral owners’ or governments’ share or both.

#### Average unit sales price

The company’s average unit sales price and average unit production costs by product type for the three years ended December 31, 2012, were as follows:

| dollars a barrel | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| Liquids | **71.52** | 77.34 | 65.84 |
| Synthetic oil | **92.48** | 101.43 | 80.63 |
| Bitumen | **59.76** | 63.95 | 58.36 |
| dollars per thousand cubic feet |  |  |  |
| Natural gas | **2.33** | 3.59 | 4.04 |

#### Average unit production costs

| dollars a barrel | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| Synthetic oil | **48.41** | 48.33 | 45.17 |
| Bitumen | **21.98** | 19.30 | 18.43 |
| Total oil-equivalent basis (a) | **29.10** | 26.63 | 24.76 |

(a) Includes liquids, bitumen, synthetic oil and natural gas.

In 2012, unit production costs increased on a net basis primarily due to pre start-up costs associated with the Kearl initial development.

In 2011, unit production costs increased on a net basis primarily due to lower net volumes as a result of higher royalty costs, increased maintenance costs at Syncrude and pre start-up costs associated with the Kearl initial development.

### Drilling and other exploratory and development activities

The company has been involved in the exploration for and development of crude oil and natural gas in Canada only.

#### Wells Drilled

The following table sets forth the net exploratory and development wells that were drilled or participated in by the company during the three years ending December 31, 2012.

| wells | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| Net productive exploratory | **1** | 3 | 6 |
| Net dry exploratory | **-** | - | - |
| Net productive development | **39** | 96 | 183 |
| Net dry development | **-** | - | - |
| Total | **40** | 99 | 189 |

In 2012, the following wells were drilled to add productive capacity: 28 bitumen development wells in undeveloped areas of existing phases at Cold Lake, three development evaluation wells at Cold Lake, four net Horn River pilot wells and four net tight oil development wells.

In 2011, the following wells were drilled to add productive capacity: 34 bitumen development wells in undeveloped areas of existing phases at Cold Lake; 60 gas development wells in the shallow gas area and two net tight oil wells in the company’s existing conventional acreage.

In 2010, 110 bitumen development wells were drilled to add new productive capacity from undeveloped areas of existing phases at Cold Lake. In addition, 71 gas development wells were drilled in 2010 adding productivity primarily in the shallow gas area.

#### Wells drilling

At December 31, 2012, the company was participating in the drilling of the following exploratory and development wells. All wells were located in Canada.

| wells | 2012 Gross | Net |
| --- | ---: | ---: |
| Total | **101** | **94** |

#### Exploratory and development activities regarding oil and gas resources

#### Cold Lake

To maintain production at Cold Lake, capital expenditures for additional production wells and associated facilities are required periodically. In 2012, the company executed a development drilling program of 28 wells on existing phases.

In February 2012, the Nabiye expansion at Cold Lake was approved by the company’s board and appropriated for $2 billion. The expansion is expected to bring on additional production of more than 40,000 barrels a day, before royalties. The expansion was 37 percent complete by 2012 year-end and start-up is expected to be year-end 2014.

In 2013, a development drilling program is planned within the approved development area to add productive capacity from undeveloped areas of existing Cold Lake phases.

The company also conducts experimental pilot operations to improve recovery of bitumen from wells by means of new drilling, production and recovery techniques.

#### Horn River pilot

The Horn River pilot started up at its design rate of 30 million cubic feet a day (15 million cubic feet Imperial’s share). Pilot data will be used to evaluate full field development economics.

#### Mackenzie Delta

In 1999, the company and three other companies entered into an agreement to study the feasibility of developing Mackenzie Delta gas, anchored by three large onshore natural gas fields. The company retains a 100 percent interest in the largest of these fields.

The commercial viability of these natural gas resources, and the pipeline required to transport this natural gas to markets, is dependent on a number of factors. These factors include natural gas markets, support from northern parties, regulatory approvals, environmental considerations, pipeline participation, fiscal framework and the cost of constructing, operating and abandoning the field production and pipeline facilities.

In October 2004, the company and its co-venturers filed regulatory applications and environmental impact statements for the project with the National Energy Board (NEB) and other boards, panels and agencies responsible for assessing and regulating energy developments in the Northwest Territories. All the scheduled public hearings by the Joint Review Panel (JRP) and the NEB were concluded in late 2007. The JRP report was released in late 2009. In late 2010, the NEB announced its approval of plans to build and operate the project and 264 conditions in areas such as engineering, safety and environmental protection. Federal cabinet approved the project in early 2011. Imperial continues to maintain the right of way agreements and permits required to develop its Mackenzie Delta natural gas resource.

#### Beaufort Sea

In 2007, the company acquired a 50 percent interest in an exploration licence in the Beaufort Sea. As part of the evaluation, a 3-D seismic survey was conducted in 2008 and the company has since carried out data collection programs to support environmental studies and safe exploration drilling operations.

In 2010, the company executed an agreement to cross-convey interests with another company to acquire a 25 percent interest in an additional Beaufort Sea exploration licence. As a result of that agreement, the company’s interest in its original licence was reduced to 25 percent.

The exploration licences are held through 2019 and 2020 respectively.

In 2012, Imperial and its joint venture partners began community consultation regarding potential future exploration activities on the licenses.

#### Other oil sands activity

Imperial began preparing the regulatory applications for new in situ oil sands projects at Aspen (south of Kearl) and Cold Lake Grand Rapids.

The company also has interests in other oil sands leases in the Athabasca and Peace River areas of northern Alberta. Evaluation wells completed on these leased areas established the presence of bitumen. The company continues to evaluate these leases to determine their potential for future development.

#### Exploratory and development activities regarding oil and gas resources extracted by mining methods

#### Kearl project

The company holds a 70.96 percent participating interest in the Kearl oil sands project, a joint venture with ExxonMobil Canada Properties, a subsidiary of Exxon Mobil Corporation. The Kearl project will recover shallow deposits of oil sands using open-pit mining methods. The project is located approximately 40 miles north of Fort McMurray, Alberta.

The Kearl project received approvals from the Province of Alberta in 2007 and the Government of Canada in 2008. The Province of Alberta issued an operating and construction licence in 2008, which permits the project to mine oil sands and produce bitumen from approved development areas on oil sands leases.

Production from the initial development is expected to be approximately 110,000 barrels of bitumen a day, before royalties, of which the company’s share would be about 78,000 barrels a day. By 2012 year-end, the construction of the initial development was complete and phased start-up activities were underway. Despite U.S. permitting and regulatory issues that continued for almost two years involving transportation of facility modules and significant challenges including an early onset of winter and exceptionally harsh weather during start-up operations, production of mined diluted bitumen from the first froth treatment train is expected in the first quarter of 2013. The final cost for the initial development is expected to be $12.9 billion, of which the company’s share is $9.2 billion.

The Kearl expansion, sanctioned in 2011 for $8.9 billion ($6.3 billion Imperial’s share), was 27 percent complete at the end of 2012. The Kearl expansion is expected to bring on additional production of 110,000 barrels of bitumen a day, before royalties, by late 2015, of which the company’s share would be about 78,000 barrels a day.

Future debottlenecking of both the initial development and expansion will increase output to reach the regulatory capacity of 345,000 barrels of bitumen a day by 2020, of which the company’s share would be about 245,000 barrels a day.

Bitumen from the Kearl project will be extracted from oil sands produced from open-pit mining operations and processed through a bitumen extraction and froth treatment train. The product, a blend of bitumen and diluent, is planned to be shipped via pipelines for distribution to North American markets. Diluent is natural gas condensate or other light hydrocarbons added to the crude bitumen to facilitate transportation to market by pipeline.

A variety of existing and new logistics outlets have been secured or are being developed to move the company’s share of production from the Kearl initial development to certain of the company’s refineries, ExxonMobil’s refineries and to third party refineries.

Kearl will be subject to the revised Alberta generic oil sands royalty regime, which took effect in 2009. Royalty rates are based upon a sliding scale determined by the price of crude oil.

#### Other oil sands activity

The company is continuing to evaluate other undeveloped, mineable oil sands acreage in the Athabasca region.

### Present activities

#### Review of principal ongoing activities

#### Cold Lake

During 2012, average net production at Cold Lake was about 123,000 barrels a day and gross production was about 154,000 barrels a day.

Most of the production from Cold Lake is sold to refineries in the northern U.S. The majority of the remainder of Cold Lake production is shipped to certain of the company’s refineries and to third-party Canadian refineries.

The Province of Alberta, in its capacity as lessor of Cold Lake oil sands leases, is entitled to a royalty on production at Cold Lake. Royalty rates are based upon a sliding scale determined by the price of crude oil.

#### Syncrude operations

The company holds a 25 percent participating interest in Syncrude, a joint venture established to recover shallow deposits of oil sands using open-pit mining methods to extract the crude bitumen, and to produce a high-quality, light (32 degree API), sweet, synthetic crude oil. The Syncrude operation, located near Fort McMurray, Alberta, mines a portion of the Athabasca oil sands deposit. The produced synthetic crude oil is shipped from the Syncrude site to Edmonton, Alberta by Alberta Oil Sands Pipeline Ltd.

In 2012, the company’s share of Syncrude’s net production of synthetic crude oil was about 69,000 barrels a day and gross production was about 72,000 barrels a day.

There are no approved plans for major future expansion projects.

In November 2008, Imperial, along with the other Syncrude joint-venture owners, signed an agreement with the Government of Alberta to amend the existing Syncrude Crown Agreement. Under the amended agreement, starting in 2010 and through 2015 Syncrude will pay the existing Crown royalty rates plus an incremental royalty, the amount of which will be subject to minimum production thresholds, before transitioning to the new generic royalty framework in 2016. Also, beginning January 1, 2009, Syncrude’s royalty is based on bitumen value with upgrading costs and revenues excluded from the calculation.

#### Conventional oil and gas

Most of the company’s larger fields in the Western provinces have been in production for several decades, and the amount of oil and gas that is produced from conventional fields is declining.

The company’s largest conventional oil producing asset is the Norman Wells oil field in the Northwest Territories, which currently accounts for about 70 percent of the company’s gross production of conventional crude oil. In 2012, gross production of crude oil from Norman Wells was about 14,000 barrels a day.

### Delivery commitments

In 2013 and 2014, the company is contractually committed to deliver natural gas totaling approximately 18 billion cubic feet in Canada, which is substantially less than the company’s current production from its natural gas reserves.

### Oil and gas properties, wells, operations, and acreage

#### Production wells

The company’s production of liquids, bitumen and natural gas is derived from wells located exclusively in Canada. The total number of wells capable of production, in which the company had interests at December 31, 2012 and 2011, is set forth in the following table. The statistics in the table are determined in part from information received from other operators.

| wells | Year-ended December 31, 2012 Crude oil Gross (a) | Net (b) | Natural gas Gross (a) | Net (b) | Year-ended December 31, 2011 Crude oil Gross (a) | Net (b) | Natural gas Gross (a) | Net (b) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Total (c) | **5,036** | **4,736** | **2,542** | **875** | 5,138 | 4,802 | 2,404 | 847 |

(a) Gross wells are wells in which the company owns a working interest.

(b) Net wells are the sum of the fractional working interests owned by the company in gross wells, rounded to the nearest whole number.

(c) Multiple completion wells are permanently equipped to produce separately from two or more distinctly different geological formations. At year-end 2012, the company had an interest in four gross wells with multiple completions (2011 - four gross wells).

#### Land holdings

At December 31, 2012 and 2011, the company held the following oil and gas rights, bitumen and synthetic oil leases, all of which are located in Canada, specifically in the Western provinces, in the Canada lands and in the Atlantic offshore:

| thousands of acres Western provinces: |  | Acres Developed 2012 | 2011 | Undeveloped 2012 | 2011 | Total 2012 | 2011 |
| --- | --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Liquids and gas | - gross (a) | **2,127** | 2,156 | **658** | 629 | **2,785** | 2,785 |
|  | - net (b) | **687** | 709 | **359** | 341 | **1,046** | 1,050 |
| Bitumen | - gross (a) | **103** | 103 | **606** | 636 | **709** | 739 |
|  | - net (b) | **103** | 103 | **345** | 363 | **448** | 466 |
| Synthetic oil | - gross (a) | **118** | 114 | **135** | 139 | **253** | 253 |
|  | - net (b) | **29** | 28 | **34** | 35 | **63** | 63 |
| Canada lands (c): |  |  |  |  |  |  |  |
| Liquids and gas | - gross (a) | **4** | 4 | **2,314** | 2,314 | **2,318** | 2,318 |
|  | - net (b) | **2** | 2 | **722** | 722 | **724** | 724 |
| Atlantic offshore: |  |  |  |  |  |  |  |
| Liquids and gas | - gross (a) | **65** | 65 | **1,780** | 1,780 | **1,845** | 1,845 |
|  | - net (b) | **6** | 6 | **270** | 270 | **276** | 276 |
| Total (d): | - gross (a) | **2,417** | 2,442 | **5,493** | 5,498 | **7,910** | 7,940 |
|  | - net (b) | **827** | 848 | **1,730** | 1,731 | **2,557** | 2,579 |

(a) Gross acres include the interests of others.

(b) Net acres exclude the interests of others.

(c) Canada lands include the Arctic Islands, Beaufort Sea/Mackenzie Delta, and other Northwest Territories, Nunavut and Yukon regions.

(d) Certain land holdings are subject to modification under agreements whereby others may earn interests in the company’s holdings by performing certain exploratory work (farm-out) and whereby the company may earn interests in others’ holdings by performing certain exploratory work (farm-in).

#### Western provinces

The company’s bitumen leases include about 193,000 net acres of oil sands leases near Cold Lake and an area of about 34,000 net acres at Kearl. The company also has about 80,000 net acres of undeveloped, mineable oil sands acreage in the Athabasca region. In addition, the company has interests in other bitumen oil sands leases in the Athabasca and Peace River areas totaling about 141,000 net acres. In 2012, the company divested about 18,000 undeveloped net acres in these regions.

The company’s share of Syncrude joint-venture leases covering about 63,000 net acres accounts for the entire synthetic oil acreage.

Oil sands leases have an exploration period of fifteen years and are continued beyond that point by meeting the minimum level of evaluation, payment of escalating rentals, or by production. The majority of the acreage in Cold Lake and Syncrude is continued by production. The acreage at Kearl is continued by the payment of escalating rentals.

The company holds interest in an additional 1,046,000 net acres of developed and undeveloped land in Western Canada related to conventional oil and natural gas. Included in this number is a total acreage position of about 170,000 net acres at Horn River, British Columbia. In 2012, the company divested a total of about 17,000 net acres and relinquished about 9,000 net acres in Western Canada. This was partially offset by acquisitions of about 22,000 net acres.

Petroleum and natural gas leases and licences from Western provinces have an exploration period ranging from two to 15 years and are continued beyond that point by production.

#### Canada lands

Land holdings in Canada lands primarily include acreage in the Beaufort Sea of about 252,000 net acres, the Summit Creek area of central Mackenzie Valley totaling about 222,000 net acres and the Mackenzie Delta of about 184,000 net acres.

Exploration licences on Canada lands and Atlantic offshore have a finite term which can be extended upon payment of a fee. If a significant discovery is made, a significant discovery licence (“SDL”) may be granted that holds the acreage under the SDL indefinitely, subject to certain conditions.

The company’s net acreage in Canada lands is either continued by production or held through exploration licences and SDLs.

#### Atlantic offshore

In 2013, the company expects to assign or otherwise relinquish its land holdings in the Orphan Basin area. The company’s land holdings in the Orphan Basin totaled about 224,000 net acres at year-end 2012.

The remaining Atlantic offshore acreage is continued by production or held by SDLs.

### Downstream

### Supply

To supply the requirements of its own refineries and condensate requirements for blending with crude bitumen, the company supplements its own production with substantial purchases from others.

The company purchases domestic crude oil at freely negotiated prices from a number of sources. Domestic purchases of crude oil are generally made under renewable contracts with 30 to 60 day cancellation terms.

Crude oil from foreign sources is purchased by the company at market prices mainly through Exxon Mobil Corporation (which has beneficial access to major market sources of crude oil throughout the world).

### Refining

The company owns and operates four refineries. The Strathcona refinery operates lubricating oil production facilities. The Strathcona and Sarnia refineries process Canadian crude oil, and the Dartmouth and Nanticoke refineries process a combination of Canadian and foreign crude oil. In addition to crude oil, the company purchases finished products to supplement its refinery production.

In the second quarter of 2012, Imperial announced its intention to market the Dartmouth refinery and related supply terminals to prospective buyers. At year-end 2012, the Dartmouth refinery had a rated capacity of 85 thousand barrels a day. The company is also assessing alternatives including conversion to a products terminal. A decision is expected by mid-2013.

In 2012, capital expenditures of about $72 million were made at the company’s refineries. Capital expenditures focused mainly on refinery projects to improve reliability, feedstock flexibility, energy efficiency and environmental performance.

The approximate average daily volumes of refinery throughput during the five years ended December 31, 2012, and the daily rated capacities of the refineries at December 31, 2012 and 2007, were as follows:

| thousands of barrels a day | Refinery throughput (a) Year-ended December 31 2012 | 2011 | 2010 | 2009 | 2008 | Rated capacities (b) at December 31 2012 | 2007 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Strathcona, Alberta | **163** | 169 | 168 | 145 | 155 | **189** | 187 |
| Sarnia, Ontario | **103** | 102 | 102 | 100 | 108 | **119** | 121 |
| Nanticoke, Ontario | **99** | 93 | 104 | 94 | 107 | **113** | 112 |
| Dartmouth, Nova Scotia | **70** | 66 | 70 | 74 | 76 | **85** | 82 |
| Total | **435** | 430 | 444 | 413 | 446 | **506** | 502 |

(a) Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units.

(b) Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for normal maintenance shutdowns. Accordingly, actual capacities may be higher or lower than rated capacities due to changes in refinery operation and the type of crude oil available for processing.

Refinery throughput was 86 percent of capacity in 2012, one percent higher than the previous year. The higher rate was primarily a result of improved refinery operations partially offset by higher planned maintenance activities at the Strathcona refinery.

### Distribution

The company maintains a nation-wide distribution system, including 22 primary terminals, to handle bulk and packaged petroleum products moving from refineries to market by pipeline, tanker, rail and road transport. The company owns and operates natural gas liquids and products pipelines in Alberta, Manitoba and Ontario and has interests in the capital stock of one crude oil and two products pipeline companies.

### Marketing

The company markets more than 600 petroleum products throughout Canada under well-known brand names, most notably Esso and Mobil, to all types of customers.

The company sells to the motoring public through Esso retail service stations. On average during the year, there were more than 1,770 retail service stations, of which about 470 were company owned or leased, but none of which were company operated. The company continues to improve its Esso retail service station network, providing more customer services such as car washes and convenience stores, primarily at high volume sites in urban centres.

The Canadian farm, residential heating and small commercial markets are served through about 50 branded agents and resellers. The company also sells petroleum products to large industrial and commercial accounts as well as to other refiners and marketers.

The approximate daily volumes of net petroleum products (excluding purchases/sales contracts with the same counterparty) sold during the five years ended December 31, 2012, are set out in the following table:

| thousands of barrels a day | 2012 | 2011 | 2010 | 2009 | 2008 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Gasolines | **221** | 220 | 218 | 200 | 204 |
| Heating, diesel and jet fuels | **151** | 157 | 153 | 143 | 157 |
| Heavy fuel oils | **30** | 29 | 28 | 27 | 30 |
| Lube oils and other products | **43** | 41 | 43 | 39 | 47 |
| Net petroleum product sales | **445** | 447 | 442 | 409 | 438 |

Total Downstream capital expenditures were $140 million in 2012 and are expected to be about $200 million in 2013.

### Chemical

The company’s Chemical operations manufacture and market ethylene, benzene, aromatic and aliphatic solvents, plasticizer intermediates and polyethylene resin. Its major petrochemical and polyethylene manufacturing operations are located in Sarnia, Ontario, adjacent to the company’s petroleum refinery. There is also a heptene and octene plant located in Dartmouth, Nova Scotia.

Progress continued on the infrastructure required to implement a long-term supply agreement for ethane from the nearby Marcellus shale gas development. First deliveries of this feedstock to the Sarnia chemical plant are expected around mid-year 2013.

The company’s total sales volumes of petrochemicals during the five years ended December 31, 2012, were as follows:

| thousands of tonnes | 2012 | 2011 | 2010 | 2009 | 2008 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Total sales of petrochemicals | **1,044** | 1,016 | 989 | 1,026 | 1,021 |

Higher volumes in 2012 were primarily due to the improved North American economic conditions.

Capital expenditures in 2012 were $4 million.

### Iran Threat Reduction and Syrian Human Rights Act of 2012

The captioned Act was signed by President Obama on August 10, 2012. Application of the Act to the company took effect on October 10, 2012. Among other things, the Act requires registrants to disclose, in their annual and quarterly reports, activities covered by the Act which occurred anytime during the period covered by the report, even if such activities occurred before the effectiveness of the Act and were permitted at the time.

During the period from January to September, 2012, the company made several fleet sales of motor fuel with an aggregate total sales price of approximately $11,000 to the Iranian Embassy in Canada. The net earnings attributable to these sales were less than $500. These sales were made without the involvement of any U.S. person and were permitted by U.S. laws in effect at the time. No sales occurred after the October 10, 2012, effective date and the company does not expect any such sales to occur in the future.

The embassy sales stated above represent an activity described in paragraph (D)(iii) of paragraph (1) of Section 13(r) of the Securities and Exchange Act of 1934 and therefore are excluded from the required investigation provisions of that statute.

### Research

In 2012, the company’s total gross research expenditures, before credits, were about $201 million, as compared with $163 million in 2011, and $119 million in 2010. Total gross research expenditures included capital expenditures of $1 million, $1 million and $3 million in 2012, 2011 and 2010, respectively. These expenditures were used mainly for developing technologies to reduce the environmental impact and improve bitumen recovery in the Upstream and for supporting environmental and process improvements in the refineries, as well as accessing ExxonMobil’s data worldwide.

The company has scientific research agreements with affiliates of Exxon Mobil Corporation, which provide for technical and engineering work to be performed by all parties, the exchange of technical information and the assignment and licensing of patents and patent rights. These agreements provide mutual access to scientific and operating data related to nearly every phase of the petroleum and petrochemical operations of the parties.

### Environmental protection

The company is concerned with and active in protecting the environment in connection with its various operations. The company works in cooperation with government agencies, industry associations and communities to deal with existing, and to anticipate potential, environmental protection issues. In the past five years, the company has made capital and operating expenditures of about $3.8 billion on environmental protection and facilities. In 2012, the company’s environmental capital and operating expenditures totaled approximately $1.0 billion, which was spent primarily on emissions reductions, water treatment at both company owned facilities and Syncrude and remediation of idled facilities and operations. Capital and operating expenditures relating to environmental protection are expected to be about $1.6 billion in 2013.

### Human resources

| Career employees (a) | 2012 | 2011 | 2010 |
| --- | ---: | ---: | ---: |
| Total | **5,100** | 4,900 | 5,000 |

(a) Career employees are defined as executive, management, professional, technical, wage and administrative employees who work full time or part time for the company and are covered by the company’s benefit plans.

About eight percent of the company’s employees are members of unions.

### Competition

The Canadian petroleum, natural gas and chemical industries are highly competitive. Competition exists in the search for and development of new sources of supply, the construction and operation of crude oil, natural gas and refined products pipelines and facilities and the refining, distribution and marketing of petroleum products and chemicals. The petroleum industry also competes with other industries in supplying energy, fuel and other needs of consumers.

### Government regulation

### Petroleum and natural gas rights

Most of the company’s petroleum and natural gas rights were acquired from governments, either federal or provincial. These rights in the form of leases or licences are generally acquired for cash or work commitments. A lease or licence entitles the holder to explore for petroleum and/or natural gas on the leased lands for a specified period.

In Western provinces, the lease holder can produce the petroleum or natural gas discovered on the leased lands and retains the rights based on continued production. Oil sands leases are retained by meeting the minimum level of evaluation, payment of escalating rentals, or by production.

The holder of a licence relating to Canada lands and the Atlantic offshore can apply for a SDL if a discovery is made. If granted, the SDL holds the lands indefinitely subject to certain conditions. The holder may then apply for a production licence in order to produce petroleum or natural gas from the licenced land.

### Crude oil

#### Production

The maximum allowable gross production of crude oil from wells in Canada is subject to limitation by various regulatory authorities on the basis of engineering and conservation principles.

#### Exports

Export contracts of more than one year for light crude oil and petroleum products and two years for heavy crude oil (including crude bitumen) require the prior approval of the NEB and the Government of Canada.

### Natural gas

#### Production

The maximum allowable gross production of natural gas from wells in Canada is subject to limitations by various regulatory authorities. These limitations are to ensure oil recovery is not adversely impacted by accelerated gas production practices. These limitations do not impact gas reserves, only the timing of production of the reserves, and did not have a significant impact on 2012 gas production rates.

#### Exports

The Government of Canada has the authority to regulate the export price for natural gas and has a gas export pricing policy, which accommodates export prices for natural gas negotiated between Canadian exporters and U.S. importers.

Exports of natural gas from Canada require approval by the NEB and the Government of Canada. The Government of Canada allows the export of natural gas by NEB order without volume limitation for terms not exceeding 24 months.

### Royalties

The Government of Canada and the provinces in which the company produces crude oil and natural gas impose royalties on production from lands where they own the mineral rights. Some producing provinces also receive revenue by imposing taxes on production from lands where they do not own the mineral rights.

Different royalties are imposed by the Government of Canada and each of the producing provinces. Royalties imposed on crude oil, natural gas and natural gas liquids vary depending on a number of parameters, including well production volumes, selling prices and recovery methods. For information with respect to royalty rates for Cold Lake, Syncrude and Kearl, see “Upstream” section under Item 1.

### Investment Canada Act

The Investment Canada Act requires Government of Canada approval, in certain cases, of the acquisition of control of a Canadian business by an entity that is not controlled by Canadians. The acquisition of natural resource properties may, in certain circumstances, be considered a transaction that constitutes an acquisition of control of a Canadian business requiring Government of Canada approval.

The Act also requires notification of the establishment of new unrelated businesses in Canada by entities not controlled by Canadians, but does not require Government of Canada approval except when the new business is related to Canada’s cultural heritage or national identity. The Government of Canada is also authorized to take any measures that it considers advisable to protect national security, including the outright prohibition of a foreign investment in Canada. By virtue of the majority stock ownership of the company by Exxon Mobil Corporation, the company is considered to be an entity which is not controlled by Canadians.

### The company online

The company’s website **www.imperialoil.ca** contains a variety of corporate and investor information which is available free of charge, including the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to these reports, as well as required interactive data filings. These reports are made available as soon as reasonably practicable after they are filed or furnished to the U.S. SEC.

The public may read and copy any materials the company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s website, www.sec.gov, contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

## Risk factors

As filed, 15,129 characters.

### Volatility of oil and natural gas prices

The company’s results of operations and financial condition are dependent on the prices it receives for its oil and natural gas production. Crude oil and natural gas prices are determined by global and North American markets and are subject to changing supply and demand conditions. These can be influenced by a wide range of factors including economic conditions, international political developments and weather. Disruptions to pipelines linking production to markets may reduce the price for that production or lead to curtailment of production. In the past, crude oil and natural gas prices have been volatile, and the company expects that volatility to continue. Any material decline in oil or natural gas prices could have a material adverse effect on the company’s operations, financial condition, proven reserves and the amount spent to develop oil and natural gas reserves.

A significant portion of the company’s production is bitumen. The market prices for bitumen differ from the established market indices for light and medium grades of oil principally due to the higher transportation and refining costs associated with bitumen and limited refining capacity capable of processing bitumen. Bitumen may also be subject to limits on transportation capacity to markets to a larger extent than light crude oil. As a result, the price received for bitumen is generally lower than the price for medium and light oil. Future differentials are uncertain and increases in the bitumen differentials could have a material adverse effect on the company’s business.

Industry crude oil and natural gas commodity prices and petroleum and chemical product prices are commonly benchmarked in U.S. dollars. The majority of Imperial’s sales and purchases are related to these industry U.S. dollar benchmarks. As the company records and reports its financial results in Canadian dollars, to the extent that the Canadian/U.S. dollar exchange rate fluctuates, the company’s earnings will be affected.

The company does not use derivative instruments to offset exposures associated with hydrocarbon prices, currency exchange rates and interest rates that arise from existing assets, liabilities and transactions. The company does not engage in speculative derivative activities nor does it use derivatives with leveraged features.

### Competitive factors

The oil and gas industry is highly competitive, particularly in the following areas: searching for and developing new sources of supply; constructing and operating crude oil, natural gas and refined products pipelines and facilities; and the refining, distribution and marketing of petroleum products and chemicals. The company’s competitors include major integrated oil and gas companies and numerous other independent oil and gas companies. The petroleum industry also competes with other industries in supplying energy, fuel and related products to customers.

Competitive forces may result in shortages of prospects to drill, services to carry out exploration, development or operating activities and infrastructure to produce and transport production. It may also result in an oversupply of crude oil, natural gas, petroleum products and chemicals. Each of these factors could have a negative impact on costs and prices and, therefore, the company’s financial results.

### Environmental risks

All phases of the Upstream, Downstream and Chemical businesses are subject to environmental regulation pursuant to a variety of Canadian federal, provincial and municipal laws and regulations, as well as international conventions (collectively, “environmental legislation”).

Environmental legislation imposes, among other things, restrictions, liabilities and obligations in connection with the generation, handling, storage, transportation, treatment and disposal of hazardous substances and waste and in connection with spills, releases and emissions of various substances to the environment. As well, environmental regulations are imposed on the qualities and compositions of the products sold and imported. Environmental legislation also requires that wells, facility sites and other properties associated with the company’s operations be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. In addition, certain types of operations, including exploration and development projects and significant changes to certain existing projects, may require the submission and approval of environmental impact assessments. Compliance with environmental legislation can require significant expenditures and failure to comply with environmental legislation may result in the imposition of fines and penalties and liability for clean-up costs and damages. The costs of complying with environmental legislation in the future could have a material adverse effect on the company’s financial condition or results of operations. The company anticipates that changes in environmental legislation may require, among other things, reductions in emissions to the air from its operations and result in increased capital expenditures. Changes in environmental regulations or other laws (including changes in laws related to hydraulic fracturing) may increase our cost of compliance or reduce or delay available business opportunities. Future changes in environmental legislation could occur and result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, which could have a material adverse effect on the company’s financial condition or results of operations.

The company’s activities in deep water oil and gas exploration are limited. However, there are operational risks inherent in oil and gas exploration and production activities, as well as the potential to incur substantial financial liabilities if those risks are not effectively managed. The ability to insure such risks is limited by the capacity of the applicable insurance markets, which may not be sufficient to cover the likely cost of a major adverse operating event such as a deep water well blowout. Accordingly, the company’s primary focus is on prevention, including through its rigorous operations integrity management system. The company’s future results will depend on the continued effectiveness of these efforts.

### Climate change

In April 2007, the Government of Canada announced its intent to introduce a set of regulations to limit emissions of greenhouse gas and air pollutants from major industrial facilities in Canada. In the fall of 2009, the Government further expressed its intent that Canadian policy in this area be aligned with that of the U.S. These policies and potential regulations remain under development. Consequently, attempts to assess the impact on the company are premature. The company will continue to monitor the development of legal requirements in this area.

In the Province of Alberta, regulations governing greenhouse gas emissions from large industrial facilities came into effect July 1, 2007. These regulations cover industrial facilities emitting more than 100,000 tonnes (carbon dioxide equivalent) of greenhouse gas emissions annually and require a reduction by 12 percent in the greenhouse gas emissions per unit of production from each facility’s average annual intensity compared with the period 2003 through 2005. Allowed compliance measures include participation in an Alberta emission-trading system or payment (at a rate of $15 per excess tonne of emissions) to Alberta’s Climate Change and Emissions Management Fund. Impact on the overall operations of the company has not been material.

The Province of British Columbia introduced a carbon tax in 2008 at an initial rate of $10 per tonne of carbon dioxide and applicable to purchases of hydrocarbon fuels and emissions of greenhouse gases. The applicable tax rate was increased to $30 per tonne in 2012, and no further increases have been announced. Impacts on the company and its operations have not been material.

The Province of Quebec announced in 2011 that it would regulate greenhouse gas emissions from industrial facilities starting in 2012 and from transportation sources in 2015, with a cap-and-trade system. There are no company operations affected by the regulations for industrial facilities. As there is currently limited data on the planned inclusion of the transportation sources in the cap-and-trade system, attempts to assess the impact of these plans on the company are premature.

The Province of Ontario has passed legislation authorizing the issuing of regulations for the creation of a provincial cap-and-trade system controlling greenhouse gas emissions. However, details on such possible regulations have not been provided and consequently attempts to assess any impacts on the company are premature.

The Province of British Columbia has introduced the Renewable and Low Carbon Fuel Requirement Regulations, requiring suppliers of transportation fuels to report the carbon intensity of fuels sold in British Columbia, and beginning in 2013 to reduce the carbon intensity by an increasing amount over a 10-year period. The company’s marketing operations in British Columbia are not expected to be significantly impacted in the early years of the regulation. California has introduced similar requirements and some other U.S. states are considering comparable measures. Such measures in California and other U.S. states may have implications for the company’s marketing of oil sands production, but the impact cannot be determined at this time.

The U.S. Energy Independence and Security Act of 2007 precludes agencies of the U.S. Federal Government from procuring motive fuels from non-conventional petroleum sources that have lifecycle greenhouse gas emissions greater than equivalent conventional fuel. To date, sales of the company’s oil sands production have not been affected by this Act.

Further federal or provincial legislation or regulation controlling greenhouse gas emissions could occur and result in increased capital expenditures and operating costs, affect demand and have a material adverse effect on the company’s financial condition or results of operations, but any potential impact cannot be estimated at this time.

### Other regulatory risk

The company is subject to a wide range of legislation and regulation governing its operations and industry transportation infrastructure, over which it has no control. Changes may affect every aspect of the company’s operations and financial performance. In addition, the company’s longer-term development plans may be adversely affected if, for regulatory or other reasons, necessary additional transportation infrastructure is not added in a timely fashion.

### Need to replace reserves

The company’s future liquids, bitumen, synthetic oil and natural gas reserves and production, and therefore cash flows, are highly dependent upon the company’s success in exploiting its current reserve base and acquiring or discovering additional reserves. Without additions to the company’s reserves through exploration, acquisition or development activities, reserves and production will decline over time as reserves are depleted. The business of exploring for, developing or acquiring reserves is capital intensive. To the extent cash flows from operations are insufficient to fund capital expenditures and external sources of capital become limited or unavailable, the company’s ability to make the necessary capital investments to maintain and expand oil and natural gas reserves will be impaired. In addition, the company may be unable to find and develop or acquire additional reserves to replace oil and natural gas production at acceptable costs.

### Other business risks

Exploring for, producing and transporting petroleum substances involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to mitigate. These activities are subject to a number of hazards, which may result in fires, explosions, spills, blow-outs or other unexpected or dangerous conditions causing personal injury, property damage, environmental damage and interruption of operations. The company’s insurance may not provide adequate coverage in certain unforeseen circumstances.

Business risks also include the risk of cyber security breaches. If management’s systems for protecting against cyber security risk prove not to be sufficient, the company could be adversely affected such as by having its business systems compromised, its proprietary information altered, lost or stolen, or its business operations disrupted.

### Uncertainty of reserve estimates

There are numerous uncertainties inherent in estimating quantities of reserves, including many factors beyond the company’s control. In general, estimates of economically recoverable oil and natural gas reserves and the future net cash flow are based upon a number of factors and assumptions made as of the date on which the reserve estimates were determined, such as geological and engineering estimates which have inherent uncertainties, the assumed effects of regulation by governmental agencies and future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of reserves are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the economically recoverable oil and natural gas reserves, the classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, prepared by different reserves evaluators or by the same evaluators at different times, may vary substantially. Actual production, revenues, taxes, and development, abandonment and operating expenditures with respect to reserves will likely vary from such estimates, and such variances could be material.

Estimates with respect to reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves, rather than upon actual production history. Estimates based on these methods generally are less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history will result in variations, which may be material, in the estimated reserves.

### Project factors

The company’s results depend on its ability to develop and operate major projects and facilities as planned. The company’s results will, therefore, be affected by events or conditions that affect the advancement, operation, cost or results of such projects or facilities. These risks include the company’s ability to obtain the necessary environmental and other regulatory approvals; changes in resources and operating costs including the availability and cost of materials, equipment and qualified personnel; the impact of general economic, business and market conditions; and the occurrence of unforeseen technical difficulties.

## Management's discussion and analysis

As filed, 191 characters.

Reference is made to the section entitled “Management’s discussion and analysis of financial condition and results of operations” in the Financial section, starting on page 35 of this report.

## Market risk

As filed, 381 characters.

Reference is made to the section entitled “Market risks and other uncertainties” in the Financial section, starting on page 48 of this report. All statements other than historical information incorporated in this Item 7A are forward-looking statements. The actual impact of future market changes could differ materially due to, among other things, factors discussed in this report.

## Controls and procedures

As filed, 1,327 characters.

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 December 31, 2012. 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 SEC’s rules and forms.

Reference is made to page 53 of this report for “Management’s report on internal control over financial reporting” and page 54 for the “Report of independent registered public accounting firm” on the company’s internal control over financial reporting as of December 31, 2012.

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.

Filed Feb 27, 2013.
Source: SEC EDGAR, the filing index for accession 0001193125-13-078520. Last ingested by Listed: Nov 5, 2026, 13:58 ET. No prices; not investment advice.