FORM 10-K IMPERIAL OIL LIMITED

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Item 13. Certain Relationships and Related Transactions. On June 23, 2003, the Company implemented another 12-month “normal course” share-purchase program under which it purchased 15,511,833 of its outstanding shares between June 23, 2003, and June 22, 2004. On June 23, 2004, another 12-month “normal course” program was implemented under which the Company may purchase up to 17,864,398 of its outstanding shares, less any shares purchased by the employee savings plan and Company pension fund. Exxon Mobil Corporation participated by selling shares to maintain its ownership at 69.6 percent. In 2004, such purchases cost $872 million, of which $594 million was received by ExxonMobil. During 2003, the Company borrowed $818 million from Exxon Overseas Corporation under two long term loan agreements at interest equivalent to Canadian market rates. Interest paid on the loans in 2004 was $20 million. The average effective interest rates for the loans was 2.45 percent for 2004. The amounts of purchases and sales by the Company and its subsidiaries for other transactions in 2004 with Exxon Mobil Corporation and affiliates of Exxon Mobil Corporation were $3,176 million and $1,580 million, respectively. These transactions were conducted on terms as favorable as they would have been with unrelated parties, and primarily consisted of the purchase and sale of crude oil, petroleum and chemical products, as well as transportation, technical and engineering services. Transactions with Exxon Mobil Corporation also include amounts paid and received in connection with the Company’s participation in a number of natural resources activities conducted jointly in Canada. The Company has agreements with affiliates of Exxon Mobil Corporation to provide computer and customer support services to the Company and to share common business and operational support services to allow the companies to consolidate duplicate work and systems. Item 14. Principal Accountant Fees and Services. Audit Fees The aggregate fees of the Company's auditors for professional services rendered for the audit of the Company's financial statements and other services for the fiscal years ended December 31, 2004 and December 31, 2003 were as follows: Dollars (thousands) 2004 2003 Audit Fees............................................................. 1,112 767 Audit-Related Fees.................................................. 92 62 Tax Fees............................................................... 545 395 All Other Fees........................................................ Nil Nil Total Fees............................................................. 1,749 1,224 Audit fees include the audit of the Company's annual financial statements, audit of management’s report on internal control over financial reporting and a review of the first three quarterly financial statements in 2004. Audit-related fees include other assurance services including the audit of the Company's retirement plan, the Imperial Oil Foundation, and royalty statement audits for oil and gas producing entities. Tax fees are mainly tax services for employees on foreign loan assignments. The Company did not engage the auditors for any other services. The audit committee recommends the external auditors to be appointed by the shareholders, fixes their remuneration and oversees their work. The audit committee also approves the proposed current year audit program of the auditors, assesses the results of the program after the end of the program period and approves in advance any non-audit services to be performed by the auditors after considering the effect of such services on their independence. All of the services rendered by the auditors to the Company were approved by the audit committee. 44
PART IV Item 15. Exhibits and Financial Statement Schedules. Reference is made to the Index to Financial Statements on page F-1 of this report. The following exhibits numbered in accordance with Item 601 of Regulation S-K are filed as part of this report: (3) (i) Restated certificate and articles of incorporation of the Company (Incorporated herein by reference to Exhibit (3) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 0-12014)). (ii) By-laws of the Company (Incorporated herein by reference to Exhibit (3)(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-12014)). (4) The Company’s long term debt authorized under any instrument does not exceed 10 percent of the Company’s consolidated assets. The Company agrees to furnish to the Commission upon request a copy of any such instrument. (10) (ii) (1) Alberta Crown Agreement, dated February 4, 1975, relating to the participation of the Province of Alberta in Syncrude (Incorporated herein by reference to Exhibit 13(a) of the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on August 21, 1979 (File No. 2-65290)). (2) Amendment to Alberta Crown Agreement, dated January 1, 1983 (Incorporated herein by reference to Exhibit (10)(ii)(2) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1983 (File No. 2-9259)). (3) Syncrude Ownership and Management Agreement, dated February 4, 1975 (Incorporated herein by reference to Exhibit 13(b) of the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on August 21, 1979 (File No. 2-65290)). (4) Letter Agreement, dated February 8, 1982, between the Government of Canada and Esso Resources Canada Limited, amending Schedule “C” to the Syncrude Ownership and Management Agreement filed as Exhibit (10)(ii)(2) (Incorporated herein by reference to Exhibit (20) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1981 (File No. 2-9259)). (5) Norman Wells Pipeline Agreement, dated January 1, 1980, relating to the operation, tolls and financing of the pipeline system from the Norman Wells field (Incorporated herein by reference to Exhibit 10(a)(3) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1981 (File No. 2-9259)). (6) Norman Wells Pipeline Amending Agreement, dated April 1, 1982 (Incorporated herein by reference to Exhibit (10)(ii)(5) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1982 (File No. 2-9259)). (7) Letter Agreement clarifying certain provisions to the Norman Wells Pipeline Agreement, dated August 29, 1983 (Incorporated herein by reference to Exhibit (10)(ii)(7) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1983 (File No. 2-9259)). (8) Norman Wells Pipeline Amending Agreement, made as of February 1, 1985, relating to certain amendments ordered by the National Energy Board (Incorporated herein by reference to Exhibit (10)(ii)(8) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1986 (File No. 0-12014)). (9) Norman Wells Pipeline Amending Agreement, made as of April 1, 1985, relating to the definition of “Operating Year” (Incorporated herein by reference to Exhibit (10)(ii)(9) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1986 (File No. 0-12014)). (10) Norman Wells Expansion Agreement, dated October 6, 1983, relating to the prices and royalties payable for crude oil production at Norman Wells (Incorporated herein by reference to Exhibit (10)(ii)(8) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1983 (File No. 2-9259)). (11) Alberta Cold Lake Crown Agreement, dated June 25, 1984, relating to the royalties payable and the assurances given in respect of the Cold Lake production project (Incorporated herein by reference to Exhibit (10)(ii)(11) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1986 (File No. 0-12014)). (12) Amendment to Alberta Crown Agreement, dated January 1, 1986 (Incorporated herein by reference to Exhibit (10)(ii)(12) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1987 (File No. 0-12014)). (13) Amendment to Alberta Crown Agreement, dated November 25, 1987 (Incorporated herein by reference to Exhibit (10)(ii)(13) of the Company’s Annual Report on Form 10-K for the year ended December 31, 1987 (File No. 0-12014)). 45
Page 1 and 2: SECURITIES AND EXCHANGE COMMISSION
Page 3 and 4: This report contains forward lookin
Page 5 and 6: The Company’s average daily produ
Page 7 and 8: The Province of Alberta, in its cap
Page 9 and 10: Land Holdings At December 31, 2004
Page 11 and 12: etaining its 70 percent interest in
Page 13 and 14: Chemicals The Company’s Chemicals
Page 15 and 16: Item 2. Properties. Reference is ma
Page 17 and 18: Petroleum products The downstream c
Page 19 and 20: Petroleum Products Net income from
Page 21 and 22: Capital and exploration expenditure
Page 23 and 24: (c) (d) (e) The amount by which acc
Page 25 and 26: operating methods) applied to (3) t
Page 27 and 28: The following table sets forth the
Page 29 and 30: Crude oil and natural gas liquids C
Page 31 and 32: Changes in Standardized Measure of
Page 33 and 34: Name and current principal occupati
Page 35 and 36: Item 11. Executive Compensation. Di
Page 37 and 38: (1) K.C. Williams was on a loan ass
Page 39 and 40: date. The Company will pay the reci
Page 41 and 42: Payments to employees who retire Pe
Page 43: For selected executives, the execut
Page 47 and 48: (3) Deferred Share Unit Plan. (Inco
Page 49 and 50: INDEX TO FINANCIAL STATEMENTS Pages
Page 51 and 52: Consolidated statement of income mi
Page 53 and 54: Consolidated balance sheet millions
Page 55 and 56: Notes to consolidated financial sta
Page 69 and 70: Exhibit (23)(ii)(A) Consent of Inde
Page 71 and 72: Exhibit (31.1) Certifications I, Ti
Page 73 and 74: Exhibit (32.1) Certification of Per

FORM 10-K IMPERIAL OIL LIMITED

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