Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

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 1-8590

 

 

MURPHY OIL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   71-0361522

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

200 Peach Street  
P.O. Box 7000, El Dorado, Arkansas   71731-7000
(Address of principal executive offices)   (Zip Code)

(870) 862-6411

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether 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 90 days.     x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Number of shares of Common Stock, $1.00 par value, outstanding at June 30, 2008 was 190,434,726.

 

 

 


Table of Contents

MURPHY OIL CORPORATION

TABLE OF CONTENTS

 

     Page

Part I – Financial Information

  
      Item 1. Financial Statements   
     

Consolidated Balance Sheets

   2
     

Consolidated Statements of Income

   3
     

Consolidated Statements of Comprehensive Income

   4
     

Consolidated Statements of Cash Flows

   5
     

Consolidated Statements of Stockholders’ Equity

   6
     

Notes to Consolidated Financial Statements

   7
      Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition    15
      Item 3. Quantitative and Qualitative Disclosures About Market Risk    26
      Item 4. Controls and Procedures    26

Part II – Other Information

  
      Item 1. Legal Proceedings    27
      Item 1A. Risk Factors    27
      Item 4. Submission of Matters to a Vote of Security Holders    28
      Item 6. Exhibits and Reports on Form 8-K    28

Signature

   29

 

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Table of Contents

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

 

     (Unaudited)
June 30,

2008
    December 31,
2007
 

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 1,116,505     673,707  

Short-term investments in marketable securities

     345,072     —    

Accounts receivable, less allowance for doubtful accounts of $7,373 in 2008 and $7,484 in 2007

     1,867,986     1,420,601  

Inventories, at lower of cost or market

    

Crude oil and blend stocks

     151,640     159,379  

Finished products

     432,317     315,977  

Materials and supplies

     172,794     151,291  

Prepaid expenses

     81,147     79,585  

Deferred income taxes

     89,484     86,252  
              

Total current assets

     4,256,945     2,886,792  

Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $3,672,435 in 2008 and $3,516,338 in 2007

     7,430,872     7,109,822  

Goodwill

     44,605     51,450  

Deferred charges and other assets

     498,774     487,785  
              

Total assets

   $ 12,231,196     10,535,849  
              

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities

    

Current maturities of long-term debt

   $ 3,070     5,208  

Notes payable

     —       7,561  

Accounts payable and accrued liabilities

     2,366,712     1,987,710  

Income taxes payable

     325,711     108,783  
              

Total current liabilities

     2,695,493     2,109,262  

Notes payable

     1,540,118     1,513,015  

Nonrecourse debt of a subsidiary

     —       3,141  

Deferred income taxes

     1,036,177     916,910  

Asset retirement obligations

     360,425     336,107  

Deferred credits and other liabilities

     532,540     564,374  

Minority interest

     —       26,866  

Stockholders’ equity

    

Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued

     —       —    

Common Stock, par $1.00, authorized 450,000,000 shares, issued 190,973,101 shares in 2008 and 189,972,970 shares in 2007

     190,973     189,973  

Capital in excess of par value

     609,411     547,185  

Retained earnings

     4,940,967     3,983,998  

Accumulated other comprehensive income

     339,126     351,765  

Treasury stock, 538,375 shares of Common Stock in 2008 and 258,821 shares in 2007, at cost

     (14,034 )   (6,747 )
              

Total stockholders’ equity

     6,066,443     5,066,174  
              

Total liabilities and stockholders’ equity

   $ 12,231,196     10,535,849  
              

See Notes to Consolidated Financial Statements, page 7.

The Exhibit Index is on page 30.

 

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Table of Contents

Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(Thousands of dollars, except per share amounts)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2008     2007     2008     2007  

REVENUES

        

Sales and other operating revenues

   $ 8,268,139     4,614,598     14,758,013     8,042,184  

Gain on sale of assets

     91,860     455     134,246     808  

Interest and other income

     3,151     (1,426 )   3,622     5,519  
                          

Total revenues

     8,363,150     4,613,627     14,895,881     8,048,511  
                          

COSTS AND EXPENSES

        

Crude oil and product purchases

     6,660,439     3,654,703     11,816,490     6,379,087  

Operating expenses

     431,205     309,952     832,085     606,435  

Exploration expenses, including undeveloped lease amortization

     60,400     30,168     126,896     78,504  

Selling and general expenses

     55,569     54,729     114,457     107,718  

Depreciation, depletion and amortization

     165,272     114,740     338,094     222,727  

Impairment of long-lived assets

     —       40,708     —       40,708  

Accretion of asset retirement obligations

     5,128     3,802     10,284     7,264  

Interest expense

     21,551     17,121     42,704     32,610  

Interest capitalized

     (5,995 )   (16,588 )   (12,944 )   (31,245 )

Minority interest

     —       (2 )   298     24  
                          

Total costs and expenses

     7,393,569     4,209,333     13,268,364     7,443,832  
                          

Income before income taxes

     969,581     404,294     1,627,517     604,679  

Income tax expense

     350,377     154,052     599,321     243,803  
                          

NET INCOME

   $ 619,204     250,242     1,028,196     360,876  
                          

INCOME PER COMMON SHARE

        

NET INCOME – BASIC

   $ 3.27     1.33     5.43     1.93  

NET INCOME – DILUTED

   $ 3.22     1.32     5.36     1.90  

Average common shares outstanding – basic

     189,564,247     187,615,633     189,372,416     187,361,136  

Average common shares outstanding – diluted

     192,263,483     190,160,989     191,832,034     189,954,414  

See Notes to Consolidated Financial Statements, page 7.

 

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Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(Thousands of dollars)

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2008    2007    2008     2007

Net income

   $ 619,204    250,242    1,028,196     360,876

Other comprehensive income (loss), net of tax

          

Foreign currency translation

     11,525    100,277    (12,034 )   109,757

Retirement and postretirement benefit plan adjustments

     884    5,628    (605 )   5,628
                      

COMPREHENSIVE INCOME

   $ 631,613    356,147    1,015,557     476,261
                      

See Notes to Consolidated Financial Statements, page 7.

 

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Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Thousands of dollars)

 

     Six Months Ended
June 30,
 
     2008     2007  

OPERATING ACTIVITIES

    

Net income

   $ 1,028,196     360,876  

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation, depletion and amortization

     338,094     222,727  

Impairment of long-lived assets

     —       40,708  

Amortization of deferred major repair costs

     13,176     10,062  

Expenditures for asset retirements

     (2,928 )   (3,872 )

Dry hole costs

     11,005     28,420  

Amortization of undeveloped leases

     56,515     12,846  

Accretion of asset retirement obligations

     10,284     7,264  

Deferred and noncurrent income tax charges

     162,553     18,971  

Pretax gain from disposition of assets

     (134,246 )   (808 )

Net (increase) decrease in noncash operating working capital

     616     (31,522 )

Other operating activities, net

     25,321     17,639  
              

Net cash provided by operating activities

     1,508,586     683,311  
              

INVESTING ACTIVITIES

    

Property additions and dry hole costs

     (1,014,916 )   (813,426 )

Proceeds from sales of assets

     360,677     17,944  

Purchase of marketable securities

     (345,072 )   —    

Expenditures for major repairs

     (33,152 )   (8,214 )

Other – net

     (11,615 )   (6,924 )
              

Net cash required by investing activities

     (1,044,078 )   (810,620 )
              

FINANCING ACTIVITIES

    

Increase in notes payable

     27,000     279,950  

Decrease in nonrecourse debt of a subsidiary

     (5,235 )   (4,884 )

Proceeds from exercise of stock options and employee stock purchase plans

     20,443     20,791  

Excess tax benefits related to exercise of stock options

     18,310     10,706  

Cash dividends paid

     (71,227 )   (56,420 )

Other

     —       (759 )
              

Net cash provided (required) by financing activities

     (10,709 )   249,384  
              

Effect of exchange rate changes on cash and cash equivalents

     (11,001 )   27,991  
              

Net increase in cash and cash equivalents

     442,798     150,066  

Cash and cash equivalents at January 1

     673,707     543,390  
              

Cash and cash equivalents at June 30

   $ 1,116,505     693,456  
              

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES

    

Cash income taxes paid

   $ 161,745     143,319  

Interest paid more than (less than) amounts capitalized

     29,774     (66 )

See Notes to Consolidated Financial Statements, page 7.

 

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Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

(Thousands of dollars)

 

     Six Months Ended
June 30,
 
     2008     2007  

Cumulative Preferred Stock – par $100, authorized 400,000 shares, none issued

     —       —    
              

Common Stock – par $1.00, authorized 450,000,000 shares, issued 190,973,101 shares at June 30, 2008 and 188,767,558 shares at June 30, 2007

    

Balance at beginning of period

   $ 189,973     187,692  

Exercise of stock options

     1,000     1,043  

Issuance of time-lapse restricted stock

     —       33  
              

Balance at end of period

     190,973     188,768  
              

Capital in Excess of Par Value

    

Balance at beginning of period

     547,185     454,860  

Exercise of stock options, including income tax benefits

     39,958     30,717  

Restricted stock transactions and other

     6,961     3,794  

Stock-based compensation

     15,307     11,365  

Sale of stock under employee stock purchase plans

     —       584  
              

Balance at end of period

     609,411     501,320  
              

Retained Earnings

    

Balance at beginning of period

     3,983,998     3,349,832  

Cumulative effect of changes in accounting principles

     —       (5,010 )

Net income for the period

     1,028,196     360,876  

Cash dividends

     (71,227 )   (56,420 )
              

Balance at end of period

     4,940,967     3,649,278  
              

Accumulated Other Comprehensive Income

    

Balance at beginning of period

     351,765     131,999  

Cumulative effect of change in accounting principle

     —       1,345  

Foreign currency translation gains (losses), net of income taxes

     (12,034 )   109,757  

Retirement and postretirement benefit plan adjustments, net of income taxes

     (605 )   5,628  
              

Balance at end of period

     339,126     248,729  
              

Treasury Stock

    

Balance at beginning of period

     (6,747 )   (3,110 )

Sale of stock under employee stock purchase plans

     363     620  

Cancellation of performance-based restricted stock and forfeitures

     (7,650 )   (4,396 )
              

Balance at end of period

     (14,034 )   (6,886 )
              

Total Stockholders’ Equity

   $ 6,066,443     4,581,209  
              

See notes to consolidated financial statements, page 7

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

These notes are an integral part of the financial statements of Murphy Oil Corporation and Consolidated Subsidiaries (Murphy/the Company) on pages 2 through 6 of this Form 10-Q report.

Note A – Interim Financial Statements

The consolidated financial statements of the Company presented herein have not been audited by independent auditors, except for the Consolidated Balance Sheet at December 31, 2007. In the opinion of Murphy’s management, the unaudited financial statements presented herein include all accruals necessary to present fairly the Company’s financial position at June 30, 2008, and the results of operations, cash flows and changes in stockholders’ equity for the three-month and six-month periods ended June 30, 2008 and 2007, in conformity with accounting principles generally accepted in the United States. In preparing the financial statements of the Company in conformity with accounting principles generally accepted in the United States, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Actual results may differ from the estimates.

Financial statements and notes to consolidated financial statements included in this Form 10-Q report should be read in conjunction with the Company’s 2007 Form 10-K report, as certain notes and other pertinent information have been abbreviated or omitted in this report. Financial results for the three-month and six-month periods ended June 30, 2008 are not necessarily indicative of future results.

The financial information for the second quarter and first six months of 2008, as furnished to the SEC on Form 8-K on July 30, 2008, is amended with the filing of this Form 10-Q to include subsequent exploration expense of $12.5 million ($7.8 million after tax).

Note B – Property, Plant and Equipment

The FASB Staff Position (FSP) 19-1 applies to companies that use the successful efforts method of accounting and it clarifies that exploratory well costs should continue to be capitalized when the well has found a sufficient quantity of reserves to justify its completion as a producing well and the company is making sufficient progress assessing the reserves and the economic and operating viability of the project.

At June 30, 2008, the Company had total capitalized exploratory well costs pending the determination of proved reserves of $282.0 million. The following table reflects the net changes in capitalized exploratory well costs during the six-month periods ended June 30, 2008 and 2007.

 

(Thousands of dollars)    2008     2007  

Beginning balance at January 1

   $ 272,155     315,445  

Additions pending the determination of proved reserves

     16,748     19,063  

Reclassifications to proved properties based on the determination of proved reserves

     (6,869 )   (7,168 )
              

Balance at June 30

   $ 282,034     327,340  
              

The following table provides an aging of capitalized exploratory well costs based on the date the drilling was completed for each individual well and the number of projects for which exploratory well costs have been capitalized. The projects are aged based on the last well drilled in the project.

 

     June 30,
     2008    2007
(Thousands of dollars)    Amount    No. of
Wells
   No. of
Projects
   Amount    No. of
Wells
   No. of
Projects

Aging of capitalized well costs:

                 

Zero to one year

   $ 19,891    2    1    $ 36,561    15    1

One to two years

     26,473    11    1      133,806    24    1

Two to three years

     122,796    19    2      130,973    13    7

Three years or more

     112,874    11    6      26,000    3    2
                                 
   $ 282,034    43    10    $ 327,340    55    11
                                 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note B – Property, Plant and Equipment (Contd.)

 

Of the $262.1 million of exploratory well costs capitalized more than one year at June 30, 2008, $169.5 million is in Malaysia, $60.2 million is in the Republic of Congo, $27.0 million is in the U.S., and $5.4 million is in Canada. In Malaysia either further appraisal or development drilling is planned and/or development studies/plans are in various stages of completion. In the Republic of Congo a development program is underway for the offshore Azurite field. In the U.S. drilling and development operations are planned, and in Canada a continuing drilling and development program is underway.

In May 2008, the Company sold its interest in the Lloydminster area properties in Western Canada for a pretax gain of $91.3 million ($67.9 million after-tax). In January 2008, the Company sold its interest in Berkana Energy Corporation and recorded a pretax gain of $42.3 million ($40.4 million after-tax).

Note C – Employee and Retiree Benefit Plans

The Company has defined benefit pension plans that are principally noncontributory and cover most full-time employees. All pension plans are funded except for the U.S. and Canadian nonqualified supplemental plans and the U.S. directors’ plan. All U.S. tax qualified plans meet the funding requirements of federal laws and regulations. Contributions to foreign plans are based on local laws and tax regulations. The Company also sponsors health care and life insurance benefit plans, which are not funded, that cover most retired U.S. employees. The health care benefits are contributory; the life insurance benefits are noncontributory.

The table that follows provides the components of net periodic benefit expense for the three-month and six-month periods ended June 30, 2008 and 2007.

 

     Three Months Ended June 30,  
     2008     2007     2008     2007  
(Thousands of dollars)    Pension Benefits     Postretirement Benefits  

Service cost

   $ 4,562     2,759     628     537  

Interest cost

     6,673     6,268     1,285     1,024  

Expected return on plan assets

     (5,829 )   (5,605 )   —       —    

Amortization of prior service cost

     340     350     (66 )   (62 )

Amortization of transitional asset

     (131 )   (121 )   —       —    

Recognized actuarial loss

     1,025     1,451     421     373  
                          

Net periodic benefit expense

   $ 6,640     5,102     2,268     1,872  
                          
     Six Months Ended June 30,  
     2008     2007     2008     2007  
(Thousands of dollars)    Pension Benefits     Postretirement Benefits  

Service cost

   $ 9,100     5,443     1,237     1,074  

Interest cost

     13,414     12,272     2,535     2,048  

Expected return on plan assets

     (11,686 )   (10,951 )   —       —    

Amortization of prior service cost

     684     696     (131 )   (124 )

Amortization of transitional asset

     (263 )   (234 )   —       —    

Recognized actuarial loss

     2,041     2,840     830     746  
                          

Net periodic benefit expense

   $ 13,290     10,066     4,471     3,744  
                          

The increase in net periodic benefit expense in 2008 compared to 2007 is primarily due to the December 1, 2007 purchase of the remaining 70% interest in the Milford Haven, Wales refinery.

Beginning in 2008 the Company has reduced its expected annual return on U.S. retirement plan assets from 7.0% to 6.5%.

Murphy previously disclosed in its financial statements for the year ended December 31, 2007, that it expected to contribute $56.6 million to its defined benefit pension plans and $4.7 million to its postretirement benefits plan during 2008. During the six-month period ended June 30, 2008, the Company made contributions of $31.7 million and remaining funding in 2008 for the Company’s domestic and foreign defined benefit pension and postretirement plans is anticipated to be $29.6 million.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note D – Incentive Plans

SFAS No. 123R, Share Based Payment, requires that the cost resulting from all share-based payment transactions be recognized as an expense in the financial statements using a fair value-based measurement method over the periods that the awards vest. The Company adopted SFAS No. 123R on January 1, 2006. Prior to 2006, the Company used APB No. 25 to account for stock-based compensation.

The 2007 Annual Incentive Plan (2007 Annual Plan) authorizes the Executive Compensation Committee (the Committee) to establish specific performance goals associated with annual cash awards that may be earned by officers, executives and other key employees. Cash awards under the 2007 Annual Plan are determined based on the Company’s actual financial and operating results as measured against the performance goals established by the Committee. The 2007 Long-Term Incentive Plan (2007 Long-Term Plan) authorizes the Committee to make grants of the Company’s Common Stock to employees. These grants may be in the form of stock options (nonqualified or incentive), stock appreciation rights (SAR), restricted stock, restricted stock units, performance units, performance shares, dividend equivalents and other stock-based incentives. The 2007 Long-Term Plan expires in 2017. A total of 6,700,000 shares are issuable during the life of the 2007 Long-Term Plan, with annual grants limited to 1% of Common shares outstanding. The Employee Stock Purchase Plan was amended to increase the number of shares authorized to be issued under the plan from 600,000 to 980,000, and to extend the term of the plan through June 30, 2017. The Company also has a Stock Plan for Non-Employee Directors that permits the issuance of restricted stock and stock options or a combination thereof to the Company’s Directors.

In February 2008, the Committee granted stock options for 932,500 shares at an exercise price of $72.745 per share. The Black-Scholes valuation for these awards was $17.69 per option. The Committee also granted 328,000 performance-based restricted stock units and 60,000 shares of time-lapse restricted stock units in February 2008 under the 2007 Long-Term Plan approved by shareholders on May 9, 2007. The fair value of the performance-based restricted stock units, using a Monte Carlo valuation model, was $59.445 per unit, while the time-lapse restricted stock units were valued at $71.78 per unit. Also in February the Committee granted 24,930 shares of time-lapse restricted stock to the Company’s Directors under the 2003 Director Plan. These shares vest on the third anniversary of the date of grant. The fair value of these awards was estimated based on the fair market value of the Company’s stock on the date of grant, which was $71.78 per share.

Cash received from options exercised under all share-based payment arrangements for the six-month periods ended June 30, 2008 and 2007 was $20.4 million and $20.8 million, respectively. The actual income tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements totaled $20.2 million and $12.5 million for the six-month periods ended June 30, 2008 and 2007, respectively.

Amounts recognized in the financial statements with respect to share-based plans are as follows.

 

     Six Months Ended
June 30,
(Thousands of dollars)    2008    2007

Compensation charged against income before tax benefit

   $ 16,158    13,495

Related income tax benefit recognized in income

     5,321    4,721

Note E – Earnings per Share

Net income was used as the numerator in computing both basic and diluted income per Common share for the three-month and six-month periods ended June 30, 2008 and 2007. The following table reconciles the weighted-average shares outstanding used for these computations.

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
(Weighted-average shares)    2008    2007    2008    2007

Basic method

   189,564,247    187,615,633    189,372,416    187,361,136

Dilutive stock options

   2,699,236    2,545,356    2,459,618    2,593,278
                   

Diluted method

   192,263,483    190,160,989    191,832,034    189,954,414
                   

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note E – Earnings per Share (Contd.)

 

Certain options to purchase shares of common stock were outstanding during the 2008 and 2007 periods but were not included in the computation of diluted EPS because the incremental shares from assumed conversion were antidilutive. These included 928,500 shares at a weighted average share price of $72.745 in each 2008 period and 1,548,929 shares at a weighted average share price of $53.70 in each 2007 period.

Note F – Financial Instruments and Risk Management

Murphy periodically utilizes derivative instruments to manage certain risks related to interest rates, commodity prices, and foreign currency exchange rates. The use of derivative instruments for risk management is covered by operating policies and is closely monitored by the Company’s senior management. The Company does not hold any derivatives for speculative purposes, and it does not use derivatives with leveraged or complex features. Derivative instruments are traded primarily with creditworthy major financial institutions or over national exchanges. The Company has a risk management control system to monitor commodity price risks and any derivatives obtained to manage a portion of such risks.

 

 

Crude Oil Purchase Price Risks – The Company purchases crude oil as feedstock at its U.S. and U.K. refineries and is therefore subject to commodity price risk. Short-term derivative instruments were outstanding at June 30, 2008 and 2007 to manage the cost of about 0.7 million barrels and 1.2 million barrels, respectively, of crude oil at the Company’s Meraux, Louisiana refinery. The impact on consolidated income before taxes from marking these derivative contracts to market as of the balance sheet date was a benefit of $1.0 million and a charge of $1.9 million in the six-month periods ended June 30, 2008 and 2007, respectively.

 

 

Foreign Currency Exchange Risks – The Company is subject to foreign currency exchange risk associated with operations in countries outside the U.S. Short-term derivative instruments were outstanding at June 30, 2008 to manage the risk of $83 million of U.S. dollar balances associated with the Company’s Canadian operation and the risk of $97 million equivalent of Ringgit balances in the Company’s Malaysian operations. The impact on consolidated income before taxes from marking these derivative contracts to market as of the balance sheet date was a charge of $1.1 million in the six-month period ended June 30, 2008.

Note G – Accumulated Other Comprehensive Income

The components of Accumulated Other Comprehensive Income (AOCI) on the Consolidated Balance Sheets at June 30, 2008 and December 31, 2007 are presented in the following table.

 

(Thousands of dollars)    June 30,
2008
    Dec. 31,
2007
 

Foreign currency translation gains, net of tax

   $ 416,504     428,538  

Retirement and postretirement benefit plan adjustments, net of tax

     (77,378 )   (76,773 )
              

Accumulated other comprehensive income

   $ 339,126     351,765  
              

Note H – Environmental and Other Contingencies

The Company’s operations and earnings have been and may be affected by various forms of governmental action both in the United States and throughout the world. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; import and export controls; price controls; currency controls; allocation of supplies of crude oil and petroleum products and other goods; expropriation of property; restrictions and preferences affecting the issuance of oil and gas or mineral leases; restrictions on drilling and/or production; laws and regulations intended for the promotion of safety and the protection and/or remediation of the environment; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with employees, suppliers, customers, stockholders and others. Because governmental actions are often motivated by political considerations and may be taken without full consideration of their consequences, and may be taken in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.

 

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note H – Environmental and Other Contingencies (Contd.)

 

In addition to being subject to numerous laws and regulations intended to protect the environment and/or impose remedial obligations, the Company is also involved in personal injury and property damage claims, allegedly caused by exposure to or by the release or disposal of materials manufactured or used in the Company’s operations. The Company operates or has previously operated certain sites and facilities, including three refineries, five terminals, and approximately 125 service stations for which known or potential obligations for environmental remediation exist. In addition the Company operates or has operated numerous oil and gas fields that may require some form of remediation, which is generally provided for by the Company’s asset retirement obligation.

The Company’s liability for remedial obligations includes certain amounts that are based on anticipated regulatory approval for proposed remediation of former refinery waste sites. Although regulatory authorities may require more costly alternatives than the proposed processes, the cost of such potential alternative processes is not expected to exceed the accrued liability by a material amount.

The U.S. Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at two Superfund sites. The potential total cost to all parties to perform necessary remedial work at these sites may be substantial. Based on currently available information, the Company believes that it is a de minimis party as to ultimate responsibility at both Superfund sites. The Company has not recorded a liability for remedial costs on Superfund sites. The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at the two sites or other Superfund sites. The Company believes that its share of the ultimate costs to clean-up the two Superfund sites will be immaterial and will not have a material adverse effect on its net income, financial condition or liquidity in a future period.

There is the possibility that environmental expenditures could be required at currently unidentified sites, and new or revised regulations could require additional expenditures at known sites. However, based on information currently available to the Company, the amount of future remediation costs incurred at known or currently unidentified sites is not expected to have a material adverse effect on the Company’s future net income, cash flows or liquidity.

On September 9, 2005, a class action lawsuit was filed in federal court in the Eastern District of Louisiana seeking unspecified damages to the class comprised of residents of St. Bernard Parish caused by a release of crude oil at Murphy Oil USA, Inc.’s (a wholly-owned subsidiary of Murphy Oil Corporation) Meraux, Louisiana, refinery as a result of flood damage to a crude oil storage tank following Hurricane Katrina. Additional class action lawsuits were consolidated with the first suit into a single action in the U.S. District Court for the Eastern District of Louisiana. In September 2006, the Company reached a settlement with class counsel and on October 10, 2006, the court granted preliminary approval of a class action Settlement Agreement. A Fairness Hearing was held January 4, 2007 and the court entered its ruling on January 30, 2007 approving the class settlement. The majority of the settlement of $330 million will be paid by insurance. The Company recorded an expense of $18 million in 2006 related to settlement costs not expected to be covered by insurance. As part of the settlement, all properties in the class area received a fair and equitable cash payment and have had residual oil cleaned. As part of the settlement, the Company offered to purchase all properties in an agreed area adjacent to the west side of the Meraux refinery; these property purchases and associated remediation have been paid by the Company at a cost of $55 million. As of June 30, 2008, the Company has fulfilled its obligations under the Class Action Settlement Agreement. Approximately 40 non-class action suits regarding the oil spill have been filed and remain pending. The Company believes that insurance coverage exists and it does not expect to incur significant costs associated with this litigation. On August 14, 2007, four of the Company’s high level excess insurers noticed the Company for arbitration in London. The insurers do not deny coverage, but seek arbitration as to whether and to what extent expenditures made by the Company in resolving the oil spill litigation have reached the attachment point for covered loss under their respective policies. The Company is of the position that full coverage should be afforded. Accordingly, the Company believes neither the ultimate resolution of the remaining litigation nor the insurance arbitration will have a material adverse effect on its net income, financial condition or liquidity in a future period.

On June 10, 2003, a fire severely damaged the Residual Oil Supercritical Extraction (ROSE) unit at the Company’s Meraux, Louisiana refinery. The ROSE unit recovers feedstock from the heavy fuel oil stream for conversion into gasoline and diesel. Subsequent to the fire, numerous class action lawsuits have been filed seeking damages for area residents. All the lawsuits have been administratively consolidated into a single legal action in St. Bernard Parish, Louisiana, except for one such action which was filed in federal court. Additionally, individual residents of Orleans Parish, Louisiana, have filed an action in that venue. On May 5, 2004, plaintiffs in the consolidated action in

 

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note H – Environmental and Other Contingencies (Contd.)

 

St. Bernard Parish amended their petition to include a direct action against certain of the Company’s liability insurers. The St. Bernard Parish action has since been removed to federal court, which issued an order on July 25, 2008 denying plaintiff’s request to certify the case as a class action. In responding to this direct action, one of the Company’s insurers, AEGIS, has raised lack of coverage as a defense. The Company believes that this contention lacks merit and has been advised by counsel that the applicable policy does provide coverage for the underlying incident. Because the Company believes that insurance coverage exists for this matter, it does not expect to incur any significant costs associated with the lawsuits. Accordingly, the Company continues to believe that the ultimate resolution of the June 2003 ROSE fire litigation will not have a material adverse effect on its net income, financial condition or liquidity in a future period.

Murphy and its subsidiaries are engaged in a number of other legal proceedings, all of which Murphy considers routine and incidental to its business. Based on information currently available to the Company, the ultimate resolution of environmental and legal matters referred to in this note is not expected to have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts. At June 30, 2008, the Company had contingent liabilities of $8.5 million under a financial guarantee and $199.9 million on outstanding letters of credit. The Company has not accrued a liability in its balance sheet related to these letters of credit because it is believed that the likelihood of having these drawn is remote.

Note I – Accounting Matters

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, and where applicable simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. The statement was originally effective for fiscal years beginning January 1, 2008. On February 12, 2008, the FASB issued FSP No. 157-2 that delayed for one year the effective date of SFAS No. 157 for most nonfinancial assets and nonfinancial liabilities. Provisions of the statement are to be applied prospectively except in limited situations. The Company adopted this statement as of January 1, 2008 and the adoption had no material impact on its consolidated financial statements. See further disclosures at Note J.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). This pronouncement permits companies with eligible financial assets and financial liabilities to measure these items at fair value in the financial statements. This option to measure at fair value is both instrument specific and irrevocable. If the fair value option is elected, certain additional disclosures are required and financial statements for periods prior to the adoption may not be restated. The Company adopted this standard as of January 1, 2008, but the Company chose not to elect fair value measurement for any financial assets and financial liabilities, and therefore, the adoption of SFAS No. 159, had no impact on the Company’s consolidated balance sheet or consolidated statement of income.

In June 2007, the FASB ratified the Emerging Issues Task Force’s Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF No. 06-11). This new guidance was effective for the Company beginning in January 2008 and required that income tax benefits received by the Company for dividends paid on share-based incentive awards be recorded in Capital in Excess of Par Value in Stockholders’ Equity. Under certain circumstances, such tax benefits received on awards that do not vest could be reclassified to reduce income tax expense in the Consolidated Statements of Income. The effect of adopting EITF No. 06-11 was not material to the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Upon adoption, this statement will require noncontrolling interests to be reclassified as equity, and consolidated net income and comprehensive income shall include the respective results attributable to noncontrolling interests. This statement is effective for the Company beginning January 1, 2009. It is to be applied prospectively and early adoption is not permitted. The Company does not expect this statement to have a significant effect on its consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note I – Accounting Matters (Contd.)

 

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired business. It also establishes how to recognize and measure goodwill acquired in the business combination or a gain from a bargain purchase, if applicable. This statement shall be applied prospectively by the Company to any business combination that occurs on or after January 1, 2009. Early application is prohibited. Assets and liabilities that arise from business combinations occurring prior to 2009 shall not be adjusted upon application of this statement. This statement will impact the recognition and measurement of assets and liabilities in business combinations that occur after 2008, and the Company is unable to predict at this time how the application of this statement will affect its financial statements in future periods.

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities. This statement is effective for the Company beginning in January 2009, and it expands required disclosures regarding derivative instruments to include qualitative information about objectives and strategies for using derivatives, quantities disclosures about fair value amounts and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The Company does not expect this statement to have a significant effect on its consolidated financial statements.

Note J – Assets and Liabilities Measured at Fair Value

As described in Note I, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157), on January 1, 2008, other than for nonrecurring nonfinancial assets and liabilities, which will be effective for the Company on January 1, 2009. SFAS No. 157 establishes a fair value hierarchy based on the quality of inputs used to measure fair value, with Level 1 being the highest quality and Level 3 being the lowest quality. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1. Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

The fair value measurements for the Company’s financial assets and liabilities accounted for at fair value on a recurring basis at June 30, 2008 are presented in the following table.

 

          Fair Value Measurements at Reporting Date Using

(thousands of dollars)

   June 30, 2008    Quoted Prices in
Active Markets
for Identical
Assets (Liabilities)
(Level 1)
   Significant
Other Observable
Inputs

(Level 2)
   Significant
Unobservable
Inputs

(Level 3)

Assets

           

Short-term investments in marketable securities

   $ 345,072    345,072    —      —  

Commodity derivatives

     1,016    —      1,016    —  
                     

Total assets at fair value

   $ 346,088    345,072    1,016    —  
                     

Liabilities

           

Foreign exchange derivatives

   $ 1,097    —      1,097    —  

Nonqualified employee savings plan

     11,472    11,472    —      —  
                     

Total liabilities at fair value

   $ 12,569    11,472    1,097    —  
                     

Short-term investments in marketable securities represent investment in Canadian securities with maturity dates greater than 90 days at the date of acquisition. Market value for these securities approximates cost plus earned interest.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note K – Business Segments

 

          Three Mos. Ended June 30, 2008     Three Mos. Ended June 30, 2007  

(Millions of dollars)

   Total Assets
at June 30,
2008
   External
Revenues
    Inter-
segment
Revenues
   Income
(Loss)
    External
Revenues
    Inter-
segment
Revenues
   Income
(Loss)
 

Exploration and production*

                 

United States

   $ 1,328.1    182.5     —      71.4     104.7     —      23.8  

Canada

     2,208.1    450.3     26.7    236.4     218.1     22.0    91.0  

United Kingdom

     208.8    37.5     —      14.4     45.3     —      14.8  

Malaysia

     2,510.3    544.1     —      263.4     48.8     —      15.1  

Ecuador

     117.7    18.9     —      .7     37.1     —      9.9  

Other

     334.8    (.6 )   —      (9.1 )   .8     —      (5.3 )
                                         

Total

     6,707.8    1,232.7     26.7    577.2     454.8     22.0    149.3  
                                         

Refining and marketing

                 

North America

     2,779.1    5,532.8     —      5.0     3,871.7     —      107.2  

United Kingdom

     1,202.8    1,594.6     —      72.3     288.5     —      17.0  
                                         

Total

     3,981.9    7,127.4     —      77.3     4,160.2     —      124.2  
                                         

Total operating segments

     10,689.7    8,360.1     26.7    654.5     4,615.0     22.0    273.5  

Corporate

     1,541.5    3.1     —      (35.3 )   (1.4 )   —      (23.2 )
                                         

Total

   $ 12,231.2    8,363.2     26.7    619.2     4,613.6     22.0    250.3  
                                         

 

     Six Months Ended June 30, 2008     Six Months Ended June 30, 2007  

(Millions of dollars)

   External
Revenues
   Inter-
segment
Revenues
   Income
(Loss)
    External
Revenues
   Inter-
segment
Revenues
   Income
(Loss)
 

Exploration and production*

                

United States

   $ 325.6    —      118.5     198.6    —      34.5  

Canada

     776.3    50.2    387.7     397.5    45.1    156.5  

United Kingdom

     123.6    —      46.5     82.8    —      26.9  

Malaysia

     1,008.7    —      468.1     92.9    —      24.9  

Ecuador

     42.1    —      1.5     62.5    —      14.0  

Other

     .8    —      (17.1 )   1.9    —      (18.7 )
                                  

Total

     2,277.1    50.2    1,005.2     836.2    45.1    238.1  
                                  

Refining and marketing

                

North America

     10,063.0    —      6.0     6,692.2    —      141.7  

United Kingdom

     2,552.2    —      81.5     514.6    —      18.2  
                                  

Total

     12,615.2    —      87.5     7,206.8    —      159.9  
                                  

Total operating segments

     14,892.3    50.2    1,092.7     8,043.0    45.1    398.0  

Corporate

     3.6    —      (64.5 )   5.5    —      (37.1 )
                                  

Total

   $ 14,895.9    50.2    1,028.2     8,048.5    45.1    360.9  
                                  

 

* Additional details about results of oil and gas operations are presented in the tables on pages 20 and 21.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

Murphy’s net income in the second quarter of 2008 was $619.2 million, $3.22 per diluted share, compared to net income of $250.3 million, $1.32 per diluted share, in the second quarter of 2007. The higher income in 2008 primarily related to improved earnings in the Company’s exploration and production business, but this was partially offset by lower earnings in the refining and marketing operations and higher net costs for corporate activities. Net income in the second quarter 2008 included an after-tax gain of $67.9 million on sale of Lloydminster heavy oil properties in Western Canada. Net income in the second quarter 2007 included after-tax costs of $24.0 million for closure of 55 retail gasoline stations in the U.S. and Canada and non-cash income tax benefits of $4.8 million related to an enacted Canadian income tax rate reduction.

For the first six months of 2008, net income totaled $1,028.2 million, $5.36 per diluted share, compared to net income of $360.9 million, $1.90 per diluted share, for the same period in 2007. The higher six-month income in 2008 compared to 2007 was primarily attributable to higher earnings in the exploration and production business, partially offset by weaker earnings in 2008 in the refining and marketing operations.

Murphy’s net income by operating segment is presented below.

 

     Income (Loss)  
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 

(Millions of dollars)

   2008     2007     2008     2007  

Exploration and production

   $ 577.2     149.3     1,005.2     238.1  

Refining and marketing

     77.3     124.2     87.5     159.9  

Corporate

     (35.3 )   (23.2 )   (64.5 )   (37.1 )
                          

Net income

   $ 619.2     250.3     1,028.2     360.9  
                          

In the 2008 second quarter, the Company’s exploration and production operations earned $577.2 million compared to $149.3 million in the 2007 quarter. Income in the 2008 quarter was favorably affected by higher crude oil and natural gas sales prices, higher crude oil sales volumes and a $67.9 million after-tax gain on sale of Lloydminster properties. Income in the 2007 quarter included non-cash Canadian income tax benefits of $4.8 million related to an enacted tax rate reduction. Exploration expenses were $60.4 million in the second quarter of 2008 compared to $30.1 million in the same period of 2007. The Company’s refining and marketing operations generated income of $77.3 million in the 2008 second quarter compared to income of $124.2 million in the same quarter of 2007. North American refining margins were much weaker in the second quarter 2008 compared to the 2007 period, but income for the United Kingdom downstream business improved significantly in the 2008 second quarter due to stronger refining margins and a larger refining operation in the current period following the acquisition of 70% of the Milford Haven, Wales refinery in December 2007. The 2007 second quarter included $24.0 million of after-tax costs related to closure of 55 North American gasoline stations. The after-tax costs of the corporate function were $35.3 million in the 2008 second quarter compared to $23.2 million in the 2007 period with the cost increase due to higher net interest costs and administrative costs in 2008.

Net income was $1,028.2 million in the first six months of 2008 compared to $360.9 million in the same 2007 period. The Company’s exploration and production operations earned $1,005.2 million in the first half of 2008 compared to $238.1 million in the same period of 2007. Earnings in 2008 benefited from significantly higher realized oil prices, higher oil and gas sales volumes, and gains on sale of assets. The 2007 six-month period included non-cash Canadian income tax benefits of $4.8 million. The Company’s refining and marketing operations had earnings of $87.5 million in the first six months of 2008, compared to earnings of $159.9 million in the same 2007 period. The 2008 period included weaker results in the North American downstream business compared to a year ago, but income from downstream operations in the U.K. improved in 2008 compared to 2007 due to better margins in refining operations and higher sales volumes due to the Milford Haven refinery acquisition in December 2007. Corporate after-tax costs were $64.5 million in the 2008 period compared to costs of $37.1 million in the 2007 period. Higher net interest expenses, unfavorable foreign currency exchange results and higher administrative expenses accounted for the higher net costs in 2008.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Exploration and Production

Results of exploration and production operations are presented by geographic segment below.

 

     Income (Loss)  
     Three Months Ended
June 30,
    Six Months Ended
June 30,
 

(Millions of dollars)

   2008     2007     2008     2007  

Exploration and production

        

United States

   $ 71.4     23.8     118.5     34.5  

Canada

     236.4     91.0     387.7     156.5  

United Kingdom

     14.4     14.8     46.5     26.9  

Malaysia

     263.4     15.1     468.1     24.9  

Ecuador

     .7     9.9     1.5     14.0  

Other International

     (9.1 )   (5.3 )   (17.1 )   (18.7 )
                          

Total

   $ 577.2     149.3     1,005.2     238.1  
                          

Second quarter 2008 vs. 2007

United States exploration and production operations reported quarterly earnings of $71.4 million in the second quarter of 2008 compared to earnings of $23.8 million in the 2007 quarter. Earnings were higher in the 2008 period due mostly to higher oil and natural gas sales prices. Lower oil production volumes were mostly attributable to less production in the Gulf of Mexico. Production expense in the 2008 period was less than 2007 due mostly to lower workover and maintenance expenses. Depreciation expense was higher in 2008 primarily due to higher per unit depletion rates. Exploration expenses in the 2008 period decreased $2.6 million from the prior year primarily due to lower dry hole costs, somewhat offset by higher geological and geophysical expenses.

Operations in Canada earned $236.4 million in the second quarter 2008 compared to $91.0 million in the 2007 quarter. Canadian earnings improved in the 2008 quarter mostly due to higher oil sales prices and a $67.9 million after-tax gain on sale of Lloydminster heavy oil properties in Western Canada. Oil production and sales volumes declined in the 2008 period compared to 2007 primarily due to lower oil produced offshore Eastern Canada. Natural gas volumes declined in 2008 mostly due to sale of Berkana Energy in January 2008. Production expenses in Canada were unfavorable in 2008 due primarily to higher energy costs at Syncrude. Depreciation expenses were lower due to less oil and natural gas production and sale of properties. Exploration expenses were $21.1 million higher in the 2008 period due to more lease amortization expense attributable to the Tupper natural gas area in British Columbia. The 2007 quarter included $4.8 million in non-cash income tax benefits related to an enacted Federal tax rate reduction.

United Kingdom operations earned $14.4 million in the 2008 quarter, down slightly from $14.8 million in the 2007 quarter. The decline was primarily due to lower crude oil sales volumes in the 2008 quarter compared to 2007, but was mostly offset by higher sales prices for crude oil and natural gas and higher natural gas sales volumes. Production and depreciation expenses were less in 2008 due to the lower crude oil sales volumes.

Operations in Malaysia reported earnings of $263.4 million in the 2008 quarter compared to earnings of $15.1 million during the same period in 2007. The earnings improvement in 2008 in Malaysia was primarily due to higher crude oil sales volumes caused by the start-up of the Kikeh field in the third quarter of 2007. Production and depreciation expenses were higher in the current period also due to higher sales volumes. Exploration expense was higher in 2008 due to an unsuccessful exploration well in Block K. Selling and general expense was lower in the 2008 period due to higher charges to production and development operations under the joint operating agreement at Kikeh.

Operations in Ecuador earned $0.7 million in the second quarter of 2008 compared to $9.9 million in the 2007 period. The 2008 period results were unfavorable primarily due to a combination of lower realized oil sales prices caused by higher revenue sharing taken by the Ecuadorian government in the 2008 quarter and lower crude oil sales volumes. Beginning in mid-October 2007, the government claimed 99% of crude oil sales prices that exceeded a benchmark price, which was approximately $23.88 per barrel in June 2008. Prior to this change, the government’s revenue sharing was 50% of realized prices that exceeded the benchmark price. Production expense was lower in 2008 due to less crude oil sales volumes.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Exploration and Production (Contd.)

 

Second quarter 2008 vs. 2007 (Contd.)

 

Other international operations reported a loss of $9.1 million in the second quarter of 2008 compared to a loss of $5.3 million in the 2007 period. The unfavorable variance was primarily related to higher exploration and administrative costs in 2008 for Indonesia, Australia and other foreign jurisdictions.

On a worldwide basis, the Company’s crude oil and condensate prices averaged $110.14 per barrel in the second quarter 2008 compared to $57.19 in the 2007 period. Average crude oil and liquids production was 111,493 barrels per day in the second quarter of 2008 compared to 79,949 barrels per day in the second quarter of 2007, with the increase primarily attributable to start-up of the Kikeh field in Malaysia in the third quarter 2007. Crude oil production was lower in the U.S. in 2008 mostly due to field decline at Front Runner in the Gulf of Mexico. Canadian light oil production was less in 2008 due to the sale of Berkana Energy in January 2008. Canadian offshore crude oil production fell in 2008 due to a production decline at the Hibernia field and more equipment downtime and a higher royalty rate at the Terra Nova field. Ecuador oil production was lower in 2008 due to less drilling activity in Block 16 following the change to increase the government revenue share in 2007. North American natural gas sales prices averaged $11.70 per thousand cubic feet (MCF) in the most recent quarter compared to $8.02 per MCF in the same quarter of 2007. Natural gas sales volumes averaged 55 million cubic feet per day in the second quarter 2008, down from 57 million cubic feet per day in the 2007 quarter, primarily due to lower volumes in Canada caused by the sale of Berkana Energy in January 2008. U.S. natural gas sales volumes increased in the 2008 quarter due to new drilling in the Tahoe field and start-up of the Mondo NW field in July 2007. Natural gas sales increased in the U.K. in 2008 primarily due to higher volumes sold from the Mungo/Monan fields in the North Sea.

Six months 2008 vs. 2007

U.S. E&P operations produced income of $118.5 million for the six months ended June 30, 2008 compared to income of $34.5 million in the 2007 period. The 2008 period had higher oil and natural gas sales prices and higher natural gas sales volumes, but lower crude oil sales volumes. Production expenses were lower in 2008 mostly due to less costs for workovers and other field maintenance. Depreciation expense was unfavorable in 2008 due to higher per-unit depletion rates compared to 2007. Exploration expenses in the 2008 period were $13.3 million lower than 2007 due to virtually no dry holes expense in 2008, but partially offset by higher geological and geophysical expenses in 2008.

Canadian operations earned $387.7 million in the first half of 2008 compared to $156.5 million a year ago. Higher sales prices for crude oil and natural gas and after-tax gains of $108.3 million on sales of properties primarily led to the increase in earnings. Higher production expenses in 2008 were mostly related to higher energy costs at Syncrude. Lower depreciation expense in 2008 was attributable to less volumes produced and sold. Exploration expenses were $48.3 million higher in 2008 primarily due to more seismic costs and higher undeveloped lease amortization for new acreage acquired at the Tupper field in British Columbia.

Income in the U.K. for the six-month period in 2008 was $46.5 million compared to $26.9 million a year ago with the increase primarily due to higher oil and natural gas sales prices, partially offset by lower crude oil sales volumes.

Malaysia operations earned $468.1 million in the first half of 2008 compared to earnings of $24.9 million in the 2007 period. The earnings improvement was primarily caused by higher crude oil sales volumes associated with the start-up of the Kikeh field, offshore Sabah, in the third quarter of 2007. Average crude oil sales prices were also significantly higher in 2008 than in 2007. Production and depreciation expenses were significantly higher and were related to the new Kikeh field production. Exploration expense was higher in 2008 mostly due to 3-D seismic acquisition and processing over a portion of Block P, offshore Sabah, and an unsuccessful exploration well in Block K. Selling and general expense declined in 2008 due to higher levels of costs charged to production and development operations.

Earnings in Ecuador were $1.5 million for the first six months of 2008 compared to $14.0 million for the 2007 period. The earnings decline in 2008 was due to higher revenue sharing with the government for sales prices above a benchmark price. In addition, crude oil production and associated sales volumes were lower in 2008 due to less spending on development drilling following the increase in government revenue sharing in 2007.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Six months 2008 vs. 2007 (Contd.)

 

Other international operations reported a loss of $17.1 million in the first six months of 2007 compared to a loss of $18.7 million in the 2007 period. The smaller loss in the 2008 period was primarily due to higher geophysical expenses in the Republic of Congo in 2007, but partially offset by higher costs in 2008 for exploration and administrative activities in other foreign jurisdictions.

For the first six months of 2008, the Company’s sales price for crude oil and condensate averaged $96.73 per barrel compared to $52.47 per barrel in 2007. Crude oil, condensate and gas liquids production in the first half of 2008 averaged 112,416 barrels per day compared to 82,241 barrels per day a year ago. The increase was mostly attributable to Kikeh field production, offshore Malaysia, but production volumes were lower at the Front Runner field in the Gulf of Mexico, the heavy oil producing area of Western Canada, the Terra Nova field offshore Eastern Canada, and the West Patricia field, offshore Sarawak, Malaysia. The average sales price for North American natural gas in the first six months of 2008 was $9.83 per MCF, up from $7.64 per MCF in 2007. Natural gas sales volumes were up from 59 million cubic feet per day in 2007 to 62 million cubic feet per day in 2008, with the increase due mostly to higher gas production volumes from the Tahoe and Mondo NW fields in the deepwater Gulf of Mexico, but partially offset by lower gas volumes in Canada caused by the sale of Berkana Energy in January 2008.

Additional details about results of oil and gas operations are presented in the tables on pages 20 and 21.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Exploration and Production (Contd.)

 

Selected operating statistics for the three-month and six-month periods ended June 30, 2008 and 2007 follow.

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2008    2007    2008    2007

Net crude oil, condensate and gas liquids produced – barrels per day

     111,493    79,949    112,416    82,241

United States

     12,880    13,458    12,496    13,775

Canada – light

     —      592    93    560

    – heavy

     9,259    9,554    9,583    11,224

    – offshore

     16,555    20,843    17,636    19,666

    – synthetic

     11,305    11,427    11,368    12,073

United Kingdom

     5,335    5,461    6,031    5,887

Malaysia

     48,382    9,578    47,380    9,990

Ecuador

     7,777    9,036    7,829    9,066

Net crude oil, condensate and gas liquids sold – barrels per day

     110,366    83,629    118,649    84,046

United States

     12,880    13,458    12,496    13,775

Canada – light

     —      592    93    560

    – heavy

     9,259    9,554    9,583    11,224

    – offshore

     16,241    21,705    16,697    20,150

    – synthetic

     11,305    11,427    11,368    12,073

United Kingdom

     2,618    6,859    5,695    6,675

Malaysia

     51,310    9,885    54,728    9,899

Ecuador

     6,753    10,149    7,989    9,690

Net natural gas sold – thousands of cubic feet per day

     54,739    56,579    61,861    58,837

United States

     44,806    41,879    50,845    42,596

Canada

     2,068    8,655    3,254    9,054

United Kingdom

     7,865    6,045    7,762    7,187

Total net hydrocarbons produced – equivalent barrels per day (1)

     120,616    89,379    122,726    92,047

Total net hydrocarbons sold – equivalent barrels per day (1)

     119,489    93,059    128,959    93,852

Weighted average sales prices – Crude oil and condensate – dollars per barrel (2)

           

United States

   $ 117.99    59.39    105.25    54.84

Canada (3) – light

     —      49.66    70.37    50.40

         – heavy

     81.76    29.65    67.19    31.18

         – offshore

     121.21    67.19    108.44    61.43

         – synthetic

     129.51    69.92    114.96    63.91

United Kingdom

     121.77    66.68    103.86    61.59

Malaysia (4)

     115.45    55.47    101.86    51.66

Ecuador (5)

     30.17    40.14    28.46    35.55

Natural gas – dollars per thousand cubic feet

           

United States (2)

   $ 11.83    8.18    9.98    7.76

Canada (3)

     8.80    7.22    7.44    7.08

United Kingdom (3)

     11.46    6.58    10.98    6.76

 

(1) Natural gas converted on an energy equivalent basis of 6:1.
(2) Includes intracompany transfers at market prices.
(3) U.S. dollar equivalent.
(4) Prices are net of payments under the terms of the production sharing contracts for Blocks SK 309 and K.
(5) All prices are net of revenue sharing with the Ecuadorian government.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

OIL AND GAS OPERATING RESULTS – THREE MONTHS ENDED JUNE 30, 2008 AND 2007

 

 

(Millions of dollars)

   United
States
    Canada     United
Kingdom
   Malaysia     Ecuador    Other     Synthetic
Oil – Canada
   Total

Three Months Ended June 30, 2008

                   

Oil and gas sales and other revenues

   $ 182.5     343.0     37.5    544.1     18.9    (.6 )   134.0    1,259.4

Production expenses

     15.8     22.6     3.2    55.6     7.7    —       52.9    157.8

Depreciation, depletion and amortization

     28.4     30.0     3.7    51.4     9.9    .2     6.5    130.1

Accretion of asset retirement obligations

     1.5     1.1     .6    1.3     —      .2     .2    4.9

Exploration expenses

                   

Dry holes

     (.3 )   —       —      11.1     —      —       —      10.8

Geological and geophysical

     11.9     2.1     —      (.5 )   —      .1     —      13.6

Other

     2.8     .1     .3    .1     —      3.7     —      7.0
                                             
     14.4     2.2     .3    10.7     —      3.8     —      31.4

Undeveloped lease amortization

     6.6     22.1     —      —       —      .3     —      29.0
                                             

Total exploration expenses

     21.0     24.3     .3    10.7     —      4.1     —      60.4
                                             

Selling and general expenses

     4.9     3.2     .8    (.7 )   .2    4.3     .2    12.9
                                             

Results of operations before taxes

     110.9     261.8     28.9    425.8     1.1    (9.4 )   74.2    893.3

Income tax provisions (benefits)

     39.5     76.5     14.5    162.4     .4    (.3 )   23.1    316.1
                                             

Results of operations (excluding corporate overhead and interest)

   $ 71.4     185.3     14.4    263.4     .7    (9.1 )   51.1    577.2
                                             

Three Months Ended June 30, 2007

                   

Oil and gas sales and other revenues

   $ 104.7     167.5     45.3    48.8     37.1    .8     72.6    476.8

Production expenses

     17.2     26.6     7.3    10.1     9.7    —       29.0    99.9

Depreciation, depletion and amortization

     16.7     40.0     6.6    7.5     10.2    .2     6.0    87.2

Accretion of asset retirement obligations

     1.0     1.2     .5    .9     —      .1     .1    3.8

Exploration expenses

                   

Dry holes

     14.3     (.1 )   —      .1     .1    (.4 )   —      14.0

Geological and geophysical

     1.6     1.5     —      .3     —      1.7     —      5.1

Other

     3.3     .1     .1    —       —      1.0     —      4.5
                                             
     19.2     1.5     .1    .4     .1    2.3     —      23.6

Undeveloped lease amortization

     4.4     1.7     —      —       —      .4     —      6.5
                                             

Total exploration expenses

     23.6     3.2     .1    .4     .1    2.7     —      30.1
                                             

Impairment of long-lived assets

     2.6     —       —      —       —      —       —      2.6

Selling and general expenses

     6.8     4.4     .9    3.0     .3    2.9     .2    18.5
                                             

Results of operations before taxes

     36.8     92.1     29.9    26.9     16.8    (5.1 )   37.3    234.7

Income tax provisions

     13.0     28.4     15.1    11.8     6.9    .2     10.0    85.4
                                             

Results of operations (excluding corporate overhead and interest)

   $ 23.8     63.7     14.8    15.1     9.9    (5.3 )   27.3    149.3
                                             

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

OIL AND GAS OPERATING RESULTS – SIX MONTHS ENDED JUNE 30, 2008 AND 2007

 

 

(Millions of dollars)

   United
States
   Canada    United
Kingdom
   Malaysia    Ecuador    Other     Synthetic
Oil – Canada
   Total

Six Months Ended June 30, 2008

                      

Oil and gas sales and other revenues

   $ 325.6    587.9    123.6    1,008.7    42.1    .8     238.6    2,327.3

Production expenses

     32.7    46.5    13.2    109.0    17.3    —       101.0    319.7

Depreciation, depletion and amortization

     55.6    59.9    14.0    103.5    22.1    .4     13.2    268.7

Accretion of asset retirement obligations

     2.9    2.4    1.1    2.6    —      .4     .4    9.8

Exploration expenses

                      

Dry holes

     .2    —      —      10.8    —      —       —      11.0

Geological and geophysical

     22.1    12.6    —      12.2    —      .7     —      47.6

Other

     4.3    .2    .4    .1    —      6.8     —      11.8
                                          
     26.6    12.8    .4    23.1    —      7.5     —      70.4

Undeveloped lease amortization

     11.7    44.1    —      —      —      .7     —      56.5
                                          

Total exploration expenses

     38.3    56.9    .4    23.1    —      8.2     —      126.9
                                          

Selling and general expenses

     12.0    6.8    1.8    .5    .3    8.8     .4    30.6

Minority interest

     —      .3    —      —      —      —       —      .3
                                          

Results of operations before taxes

     184.1    415.1    93.1    770.0    2.4    (17.0 )   123.6    1,571.3

Income tax provisions

     65.6    113.3    46.6    301.9    .9    .1     37.7    566.1
                                          

Results of operations (excluding corporate overhead and interest)

   $ 118.5    301.8    46.5    468.1    1.5    (17.1 )   85.9    1,005.2
                                          

Six Months Ended June 30, 2007

                      

Oil and gas sales and other revenues

   $ 198.6    303.0    82.8    92.9    62.5    1.9     139.6    881.3

Production expenses

     43.4    46.8    13.2    17.2    18.8    —       60.5    199.9

Depreciation, depletion and amortization

     33.4    75.4    12.4    15.8    18.7    .3     11.8    167.8

Accretion of asset retirement obligations

     1.8    2.2    1.0    1.6    —      .3     .3    7.2

Exploration expenses

                      

Dry holes

     27.5    .9    —      .1    .3    (.4 )   —      28.4

Geological and geophysical

     11.4    4.3    —      5.1    —      9.1     —      29.9

Other

     3.8    .2    .2    —      —      3.1     —      7.3
                                          
     42.7    5.4    .2    5.2    .3    11.8     —      65.6

Undeveloped lease amortization

     8.9    3.2             .8     —      12.9
                                          

Total exploration expenses

     51.6    8.6    .2    5.2    .3    12.6     —      78.5
                                          

Impairment of long-lived assets

     2.6    —      —      —      —      —       —      2.6

Selling and general expenses

     12.3    8.5    1.9    6.8    .5    6.9     .4    37.3
                                          

Results of operations before taxes

     53.5    161.5    54.1    46.3    24.2    (18.2 )   66.6    388.0

Income tax provisions

     19.0    51.9    27.2    21.4    10.2    .5     19.7    149.9
                                          

Results of operations (excluding corporate overhead and interest)

   $ 34.5    109.6    26.9    24.9    14.0    (18.7 )   46.9    238.1
                                          

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Refining and Marketing

Results of refining and marketing operations are presented below by geographic segment.

 

     Income (Loss)
     Three Months Ended
June 30,
   Six Months Ended
June 30,

(Millions of dollars)

   2008    2007    2008    2007

Refining and marketing

           

North America

   $ 5.0    107.2    6.0    141.7

United Kingdom

     72.3    17.0    81.5    18.2
                     

Total

   $ 77.3    124.2    87.5    159.9
                     

The Company’s refining and marketing operations generated income of $77.3 million in the 2008 second quarter compared to earnings of $124.2 million in the same quarter of 2007. North American operations had a profit of $5.0 million in the 2008 period compared to $107.2 million in 2007. Refining margins in the U.S. were quite weak in the second quarter of 2008 as refined product sales prices did not keep pace with rising crude oil prices. U.S. refining margins were very strong in the second quarter of 2007. The 2007 second quarter included $24.0 million of after-tax costs associated with closure of 55 retail gasoline stations in the U.S. and Canada. Earnings in the United Kingdom were $72.3 million in the second quarter of 2008 compared to earnings of $17.0 million in the same period a year ago. The 2008 quarter benefited from stronger U.K. refinery margins and a larger U.K. refining operation due to the Company’s purchase of 70% of the Milford Haven, Wales refinery in December 2007. Worldwide petroleum product sales averaged 549,539 barrels per day in 2008, compared to 439,099 barrels per day in the same period in 2007. The 2008 sales volume increase was attributable to both higher U.S. sales volumes at the Company’s retail marketing operations and higher sales volumes in the U.K. associated with the Milford Haven refinery acquisition. Worldwide refinery inputs were 246,080 barrels per day in the second quarter of 2008 compared to 181,149 in the 2007 quarter. Refinery inputs in 2008 increased in the U.K. due to the Milford Haven acquisition, but were lower in the U.S. due to a plant-wide turnaround at the Superior, Wisconsin refinery during the second quarter.

Refining and marketing operations in the first half of 2008 generated a profit of $87.5 million compared to a profit of $159.9 million in the 2007 period. In North America, the 2008 profit of $6.0 million was significantly lower than the 2007 profit of $141.7 million. Current year results were unfavorable mostly due to much weaker refining margins in the 2008 period compared to 2007. The 2007 period included after-tax costs of $24.0 million related to closing 55 retail gasoline stations in North America. Results in the United Kingdom reflected earnings of $81.5 million in the first six months of 2008 compared to earnings of $18.2 million in the 2007 period. The increase was primarily due to stronger refining margins on sale of petroleum products in 2008 and the benefit from higher volumes related to the Milford Haven refinery acquisition.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Refining and Marketing (Contd.)

 

Selected operating statistics for the three-month and six-month periods ended June 30, 2008 and 2007 follow.

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2008    2007    2008    2007

Refinery inputs – barrels per day

   246,080    181,149    245,294    180,542

North America

   126,860    145,289    131,205    147,714

United Kingdom

   119,220    35,860    114,089    32,828

Petroleum products sold – barrels per day

   549,539    439,099    536,800    430,597

North America

   423,363    402,720    425,387    395,117

Gasoline

   310,422    298,161    309,103    286,505

Kerosine

   88    209    2,011    1,808

Diesel and home heating oils

   92,520    79,559    94,824    83,873

Residuals

   15,550    15,897    14,409    15,627

Asphalt, LPG and other

   4,783    8,894    5,040    7,304

United Kingdom

   126,176    36,379    111,413    35,480

Gasoline

   41,394    11,174    36,019    11,667

Kerosine

   14,196    3,667    12,229    3,412

Diesel and home heating oils

   45,488    11,870    36,529    12,134

Residuals

   14,200    3,674    13,290    3,373

LPG and other

   10,898    5,994    13,346    4,894

Corporate

Corporate activities, which include interest income and expense, foreign exchange effects, and corporate overhead not allocated to operating functions, had net costs of $35.3 million in the 2008 second quarter compared to net costs of $23.2 million in the second quarter of 2007. Net costs increased in 2008 compared to 2007 due to a combination of higher administrative expenses due mostly to increased staffing costs and higher net interest expense associated with higher average borrowing levels and lower amounts capitalized to oil and gas development projects. The Company capitalized most of its interest expense to the Kikeh oil development project in the second quarter of 2007.

For the first six months of 2008, corporate activities reflected net costs of $64.5 million compared to net costs of $37.1 million a year ago. The increase in six-month costs in 2008 related to higher foreign exchange losses, higher net interest expense due mostly to lower interest capitalized to development projects in the latter period, and higher administrative costs. Total after-tax costs for foreign currency exchange movements were $10.7 million in the 2008 period compared to $5.5 million in the first six months of 2007.

Financial Condition

Net cash provided by operating activities was $1,508.6 million for the first six months of 2008 compared to $683.3 million during the same period in 2007. Changes in operating working capital other than cash and cash equivalents provided cash of $0.6 million in the first six months of 2008, but used cash of $31.5 million in the 2007 period.

 

23


Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Financial Condition (Contd.)

 

Other predominant uses of cash in both years were for dividends, which totaled $71.2 million in 2008 and $56.4 million in 2007, and for property additions and dry holes, which, including amounts expensed, were $1,014.9 million and $813.4 million in the six-month periods ended June 30, 2008 and 2007, respectively. Total capital expenditures were as follows:

 

     Six Months Ended
June 30,

(Millions of dollars)

   2008    2007

Capital Expenditures

     

Exploration and production

   $ 867.7    787.2

Refining and marketing

     220.2    98.3

Corporate and other

     1.8    2.1
           

Total capital expenditures

     1,089.7    887.6
           

Working capital (total current assets less total current liabilities) at June 30, 2008 was $1,561.4 million, up $783.9 million from December 31, 2007. This level of working capital does not fully reflect the Company’s liquidity position because the lower historical costs assigned to inventories under last-in first-out accounting were $1,204.2 million below fair value at June 30, 2008.

At June 30, 2008, long-term notes payable of $1,540.1 million had increased in total by $27.1 million compared to December 31, 2007. A summary of capital employed at June 30, 2008 and December 31, 2007 follows.

 

      June 30, 2008    Dec. 31, 2007

(Millions of dollars)

   Amount    %    Amount    %

Capital employed

           

Notes payable

   $ 1,540.1    20.2    $ 1,513.0    23.0

Nonrecourse debt of a subsidiary

     —      —        3.2    0.1

Stockholders’ equity

     6,066.4    79.8      5,066.2    76.9
                       

Total capital employed

   $ 7,606.5    100.0    $ 6,582.4    100.0
                       

The Company’s ratio of earnings to fixed charges was 29.0 to 1 for the six-month period ended June 30, 2008.

Accounting and Other Matters

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, and where applicable simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. The statement was originally effective for fiscal years beginning January 1, 2008. On February 12, 2008, the FASB issued FSP No. 157-2 that delayed for one year the effective date of SFAS No. 157 for most nonfinancial assets and nonfinancial liabilities. Provisions of the statement are to be applied prospectively except in limited situations. The Company adopted this statement as of January 1, 2008 and the adoption had no material impact on its consolidated financial statements. See further disclosures at Note J.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). This pronouncement permits companies with eligible financial assets and financial liabilities to measure these items at fair value in the financial statements. This option to measure at fair value is both instrument specific and irrevocable. If the fair value option is elected, certain additional disclosures are required and financial statements for periods prior to the adoption may not be restated. This pronouncement was effective January 1, 2008 for the Company. The Company chose not to elect fair value measurement for any financial assets and financial liabilities, and therefore, the adoption of SFAS No. 159, had no impact on the Company’s consolidated balance sheet or consolidated statement of income.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Accounting and Other Matters (Contd.)

 

In June 2007, the FASB ratified the Emerging Issues Task Force’s Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (EITF 06-11). This new guidance was effective for the Company beginning January 1, 2008 and required that income tax benefits received by the Company for dividends paid on share-based incentive awards be recorded in Capital in Excess of Par Value in Stockholders’ Equity. Under certain circumstances, such tax benefits received on awards that do not vest could be reclassified to reduce income tax expense in the Consolidated Statements of Income. The effect of adopting EITF No. 06-11 was not material to the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Upon adoption, this statement will require noncontrolling interests to be reclassified as equity, and consolidated net income and comprehensive income shall include the respective results attributable to noncontrolling interests. This statement is effective for the Company beginning January 1, 2009. It is to be applied prospectively and early adoption is not permitted. The Company does not expect this statement to have a significant effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired business. It also establishes how to recognize and measure goodwill acquired in the business combination or a gain from a bargain purchase, if applicable. This statement shall be applied prospectively by the Company to any business combination that occurs on or after January 1, 2009. Early application is prohibited. Assets and liabilities that arise from business combinations occurring prior to 2009 shall not be adjusted upon application of this statement. This statement will impact the recognition and measurement of assets and liabilities in business combinations that occur after 2008, and the Company is unable to predict at this time how the application of this statement will affect its financial statements in future periods.

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities. This statement is effective for the Company beginning in January 2009, and it expands required disclosures regarding derivative instruments to include qualitative information about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Company does not expect this statement to have a significant effect on its consolidated financial statements.

Murphy holds a 20% interest in Block 16 Ecuador, where the Company and its partners produce oil for export. On October 18, 2007, the government of Ecuador enacted into law a levy that increases from 50% to 99% its share of oil sales prices that exceed a threshold reference price that was about $23.88 per barrel at June 30, 2008. The Company and its partners in Block 16 have filed for arbitration with an international arbitrator as permitted by its participation contract. The Company has also filed for arbitration under the bilateral investment treaty between the U.S. and Ecuador. While arbitration proceedings are ongoing the Block 16 partners have been negotiating contractual changes with the Ecuadorian government. Such negotiations have thus far been unsuccessful. Commencing with the April revenue sharing, which was scheduled to be paid in June, the Company and its partners ceased to pay any of the 99% revenue sharing to the Ecuadorian government pending the completion of arbitration proceedings. The Company continues to reduce its recorded revenue and has accrued a liability for the entire 99% revenue sharing without prejudice to the claims in the arbitration. Should the arbitration, negotiations and other designated security arrangements fail to permit the Company to recover its investment, the Company could have to record an impairment charge to reduce its investment in Block 16 in a future period. The Company’s carrying value of fixed assets in Ecuador at June 30, 2008 amounted to $90 million.

Outlook

Average crude oil prices in July 2008 weakened somewhat compared to the average price during the second quarter of 2008. The Company expects its oil and natural gas production to average about 128,000 barrels of oil equivalent per day in the third quarter. U.S. downstream margins had improved during July 2008 due to the easing of crude oil prices, but U.K. downstream margins had weakened considerably during July compared to the second quarter of 2008 average. The Company currently anticipates total capital expenditures for the full year 2008 to be approximately $3.0 billion.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Forward-Looking Statements

This Form 10-Q report contains statements of the Company’s expectations, intentions, plans and beliefs that are forward-looking and are dependent on certain events, risks and uncertainties that may be outside of the Company’s control. These forward-looking statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results and developments could differ materially from those expressed or implied by such statements due to a number of factors including those described in the context of such forward-looking statements as well as those contained in the Company’s January 15, 1997 Form 8-K report on file with the U.S. Securities and Exchange Commission.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks associated with interest rates, prices of crude oil, natural gas and petroleum products, and foreign currency exchange rates. As described in Note F to this Form 10-Q report, Murphy periodically makes use of derivative financial and commodity instruments to manage risks associated with existing or anticipated transactions. There were short-term derivative contracts in place at June 30, 2008 to hedge the cost of about 0.7 million barrels of crude oil at the Meraux refinery. A 10% increase in the price of West Texas Intermediate crude oil would have increased the asset associated with this derivative contract by approximately $0.4 million, while a 10% decrease would have reduced the asset by a similar amount. In addition, there were short-term contracts existing at June 30, 2008 to hedge approximately US$83 million in Canada and US$97 million equivalent Malaysian ringgits. A 10% increase in the value of the U.S. dollar against the Canadian dollar and Malaysian ringgit would have increased the Company’s liability associated with the derivative contracts by approximately $16.4 million, while a 10% decrease would have decreased the net liability by a similar amount.

 

ITEM 4. CONTROLS AND PROCEDURES

Under the direction of its principal executive officer and principal financial officer, controls and procedures have been established by the Company to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.

Based on the Company’s evaluation as of the end of the period covered by the filing of this Quarterly Report on Form 10-Q, the principal executive officer and principal financial officer of Murphy Oil Corporation have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by Murphy Oil Corporation in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

On September 9, 2005, a class action lawsuit was filed in federal court in the Eastern District of Louisiana seeking unspecified damages to the class comprised of residents of St. Bernard Parish caused by a release of crude oil at Murphy Oil USA, Inc.’s (a wholly-owned subsidiary of Murphy Oil Corporation) Meraux, Louisiana, refinery as a result of flood damage to a crude oil storage tank following Hurricane Katrina. Additional class action lawsuits were consolidated with the first suit into a single action in the U.S. District Court for the Eastern District of Louisiana. In September 2006, the Company reached a settlement with class counsel and on October 10, 2006, the court granted preliminary approval of a class action Settlement Agreement. A Fairness Hearing was held January 4, 2007 and the court entered its ruling on January 30, 2007 approving the class settlement. The majority of the settlement of $330 million will be paid by insurance. The Company recorded an expense of $18 million in 2006 related to settlement costs not expected to be covered by insurance. As part of the settlement, all properties in the class area received a fair and equitable cash payment and have had residual oil cleaned. As part of the settlement, the Company offered to purchase all properties in an agreed area adjacent to the west side of the Meraux refinery; these property purchases and associated remediation have been paid by the Company at a cost of $55 million. As of June 30, 2008, the Company has fulfilled its obligations under the Class Action Settlement Agreement. Approximately 40 non-class action suits regarding the oil spill have been filed and remain pending. The Company believes that insurance coverage exists and it does not expect to incur significant costs associated with this litigation. On August 14, 2007, four of the Company’s high level excess insurers noticed the Company for arbitration in London. The insurers do not deny coverage, but seek arbitration as to whether and to what extent expenditures made by the Company in resolving the oil spill litigation have reached the attachment point for covered loss under their respective policies. The Company is of the position that full coverage should be afforded. Accordingly, the Company believes neither the ultimate resolution of the remaining litigation nor the insurance arbitration will have a material adverse effect on its net income, financial condition or liquidity in a future period.

On June 10, 2003, a fire severely damaged the Residual Oil Supercritical Extraction (ROSE) unit at the Company’s Meraux, Louisiana refinery. The ROSE unit recovers feedstock from the heavy fuel oil stream for conversion into gasoline and diesel. Subsequent to the fire, numerous class action lawsuits have been filed seeking damages for area residents. All the lawsuits have been administratively consolidated into a single legal action in St. Bernard Parish, Louisiana, except for one such action which was filed in federal court. Additionally, individual residents of Orleans Parish, Louisiana, have filed an action in that venue. On May 5, 2004, plaintiffs in the consolidated action in St. Bernard Parish amended their petition to include a direct action against certain of the Company’s liability insurers. The St. Bernard Parish action has since been removed to federal court, which issued an order on July 25, 2008 denying plaintiff’s request to certify the case as a class action. In responding to this direct action, one of the Company’s insurers, AEGIS, has raised lack of coverage as a defense. The Company believes that this contention lacks merit and has been advised by counsel that the applicable policy does provide coverage for the underlying incident. Because the Company believes that insurance coverage exists for this matter, it does not expect to incur any significant costs associated with the lawsuits. Accordingly, the Company continues to believe that the ultimate resolution of the June 2003 ROSE fire litigation will not have a material adverse effect on its net income, financial condition or liquidity in a future period.

Murphy and its subsidiaries are engaged in a number of other legal proceedings, all of which Murphy considers routine and incidental to its business. Based on information currently available to the Company, the ultimate resolution of matters referred to in this item is not expected to have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

 

ITEM 1A. RISK FACTORS

The Company has not identified any additional risk factors not previously disclosed in its Form 10-K filed on February 29, 2008.

 

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of security holders on May 14, 2008, the directors proposed by management were elected with a tabulation of votes to the nearest share as shown below.

 

     For    Withheld

Frank W. Blue

   165,359,315    3,426,646

Claiborne P. Deming

   165,684,801    3,101,160

Robert A. Hermes

   161,109,087    7,676,874

James V. Kelley

   161,131,195    7,654,766

R. Madison Murphy

   152,776,119    16,009,842

William C. Nolan Jr.

   164,381,596    4,404,365

Ivar B. Ramberg

   166,268,874    2,517,087

Neal E. Schmale

   161,113,583    7,672,378

David J. H. Smith

   161,276,748    7,509,213

Caroline G. Theus

   165,426,335    3,359,626

The 2008 Stock Plan for Non-Employee Directors was approved with 137,210,314 shares voted in favor and 20,146,994 shares voted in opposition.

A shareholder proposal concerning the Company’s non-discrimination in employment policy was defeated with 12,951,226 shares voted in favor and 132,791,921 shares voted in opposition.

The earlier appointment by the Audit Committee of the Board of Directors of KPMG LLP as independent registered public accounting firm for 2008 was approved with 165,577,639 shares voted in favor and 1,929,799 shares voted in opposition.

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

(a) The Exhibit Index on page 30 of this Form 10-Q report lists the exhibits that are hereby filed or incorporated by reference.

 

(b) A report on Form 8-K was filed on April 7, 2008 announcing that the Company’s Stockholder Rights Plan dated December 6, 1989 and subsequently amended on April 6, 1998 and April 15, 1999 had expired normally on April 6, 2008.

 

(c) A report on Form 8-K was filed on May 1, 2008 that included a News Release dated April 30, 2008 announcing the Company’s earnings and certain other financial information for the three-month period ended March 31, 2008.

 

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SIGNATURE

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.

 

MURPHY OIL CORPORATION
(Registrant)
By  

/s/ JOHN W. ECKART

 

John W. Eckart,

Vice President and Controller (Chief Accounting Officer and Duly Authorized Officer)

August 8, 2008

    (Date)

 

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Table of Contents

EXHIBIT INDEX

 

Exhibit No.

    

12.1*

   Computation of Ratio of Earnings to Fixed Charges

31.1*

   Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

   Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

* This exhibit is incorporated by reference within this Form 10-Q.

Exhibits other than those listed above have been omitted since they are either not required or not applicable.

 

30

Computation of Ratio of Earnings to Fixed Charges

EXHIBIT 12.1

Murphy Oil Corporation and Consolidated Subsidiaries

Computation of Ratio of Earnings to Fixed Charges (unaudited)

(Thousands of dollars)

 

           Years Ended December 31,  
     Six Months Ended
June 30, 2008
    2007    2006     2005     2004     2003  

Income from continuing operations before income taxes

   $ 1,627,517     1,237,232    1,038,398     1,385,115     810,812     374,851  

Distributions (less than) greater than equity in earnings of affiliates

     (521 )   294    (4,065 )   (5,514 )   (4,225 )   (209 )

Previously capitalized interest charged to earnings during period

     11,763     14,585    11,741     15,564     14,065     10,457  

Interest and expense on indebtedness, excluding capitalized interest

     29,760     25,612    9,476     8,765     34,064     20,511  

Interest portion of rentals*

     15,334     13,554    14,021     9,397     7,908     9,857  
                                     

Earnings before provision for taxes and fixed charges

   $ 1,683,853     1,291,277    1,069,571     1,413,327     862,624     415,467  
                                     

Interest and expense on indebtedness, excluding capitalized interest

     29,760     25,612    9,476     8,765     34,064     20,511  

Capitalized interest

     12,944     49,881    43,073     38,539     22,160     37,240  

Interest portion of rentals*

     15,334     13,554    14,021     9,397     7,908     9,857  
                                     

Total fixed charges

   $ 58,038     89,047    66,570     56,701     64,132     67,608  
                                     

Ratio of earnings to fixed charges

     29.0     14.5    16.1     24.9     13.5     6.1  

 

* Calculated as one-third of rentals. Considered a reasonable approximation of interest factor.

 

Ex. 12-1

Section 302 PEO Certification

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Claiborne P. Deming, certify that:

 

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

 

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 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 controls over financial reporting; and

 

5. The registrant’s other certifying officer 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 controls over financial reporting.

Date: August 8, 2008

 

/s/ Claiborne P. Deming

Claiborne P. Deming
Principal Executive Officer

 

Ex. 31-1

Section 302 PFO Certification

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin G. Fitzgerald, certify that:

 

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

 

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 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 controls over financial reporting; and

 

5. The registrant’s other certifying officer 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 controls over financial reporting.

Date: August 8, 2008

 

/s/ Kevin G. Fitzgerald

Kevin G. Fitzgerald
Principal Financial Officer

 

Ex. 31-2

Section 906 PEO and PFO Certification

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Murphy Oil Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Claiborne P. Deming and Kevin G. Fitzgerald, Principal Executive Officer and Principal Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

August 8, 2008

 

/s/ Claiborne P. Deming

Claiborne P. Deming
Principal Executive Officer

/s/ Kevin G. Fitzgerald

Kevin G. Fitzgerald
Principal Financial Officer

 

Ex. 32