UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2023
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
Number of shares of Common Stock, $1.00 par value, outstanding at October 31, 2023 was 154,473,141 .
MURPHY OIL CORPORATION
TABLE OF CONTENTS
| Page | |||||
1
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (Thousands of dollars, except share amounts) | September 30, 2023 | December 31, 2022 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $ | |||||||||||
| Operating lease assets | |||||||||||
| Deferred income taxes | |||||||||||
| Deferred charges and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt, finance lease | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Income taxes payable | |||||||||||
| Other taxes payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, including finance lease obligation | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred credits and other liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Equity | |||||||||||
Cumulative Preferred Stock, par $ | $ | $ | |||||||||
Common Stock, par $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Treasury stock | ( | ( | |||||||||
| Murphy Shareholders' Equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
2
MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Thousands of dollars, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Revenues and other income | |||||||||||||||||||||||
| Revenue from production | $ | $ | $ | $ | |||||||||||||||||||
| Sales of purchased natural gas | |||||||||||||||||||||||
| Total revenue from sales to customers | |||||||||||||||||||||||
| Gain (loss) on derivative instruments | ( | ||||||||||||||||||||||
| Gain on sale of assets and other income | |||||||||||||||||||||||
| Total revenues and other income | |||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Lease operating expenses | |||||||||||||||||||||||
| Severance and ad valorem taxes | |||||||||||||||||||||||
| Transportation, gathering and processing | |||||||||||||||||||||||
| Costs of purchased natural gas | |||||||||||||||||||||||
| Exploration expenses, including undeveloped lease amortization | |||||||||||||||||||||||
| Selling and general expenses | |||||||||||||||||||||||
| Depreciation, depletion and amortization | |||||||||||||||||||||||
| Accretion of asset retirement obligations | |||||||||||||||||||||||
| Other operating expense (benefit) | ( | ||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating income from continuing operations | |||||||||||||||||||||||
| Other loss | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other loss | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income including noncontrolling interest | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO MURPHY | $ | $ | $ | $ | |||||||||||||||||||
| INCOME PER COMMON SHARE – BASIC | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| INCOME (LOSS) PER COMMON SHARE – DILUTED | |||||||||||||||||||||||
| Continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends per common share | $ | $ | $ | $ | |||||||||||||||||||
| Average common shares outstanding (thousands) | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
3
MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Thousands of dollars) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net income including noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax | |||||||||||||||||||||||
| Net gain (loss) from foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||
| Retirement and postretirement benefit plans | |||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) including noncontrolling interest | $ | $ | $ | $ | |||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interest | |||||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO MURPHY | $ | $ | $ | $ | |||||||||||||||||||
4
MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | |||||||||||
| (Thousands of dollars) | 2023 | 2022 | |||||||||
| Operating Activities | |||||||||||
| Net income including noncontrolling interest | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by continuing operations activities | |||||||||||
| Loss from discontinued operations | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Unsuccessful exploration well costs and previously suspended exploration costs | |||||||||||
| Amortization of undeveloped leases | |||||||||||
| Accretion of asset retirement obligations | |||||||||||
| Deferred income tax expense | |||||||||||
| Contingent consideration payment | ( | ||||||||||
| Mark to market loss on contingent consideration | |||||||||||
Mark to market gain on derivative instruments | ( | ||||||||||
| Long-term non-cash compensation | |||||||||||
| Gain from sale of assets | ( | ( | |||||||||
| Net increase in noncash working capital | ( | ( | |||||||||
| Other operating activities, net | ( | ( | |||||||||
| Net cash provided by continuing operations activities | |||||||||||
| Investing Activities | |||||||||||
| Property additions and dry hole costs | ( | ( | |||||||||
| Acquisition of oil and natural gas properties | ( | ( | |||||||||
| Proceeds from sales of property, plant and equipment | ( | ||||||||||
| Net cash required by investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
| Borrowings on revolving credit facility | |||||||||||
| Repayment of revolving credit facility | ( | ( | |||||||||
| Retirement of debt | ( | ( | |||||||||
| Early redemption of debt cost | ( | ||||||||||
| Repurchase of common stock | ( | ||||||||||
| Contingent consideration payment | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Withholding tax on stock-based incentive awards | ( | ( | |||||||||
| Capital lease obligation payments | ( | ( | |||||||||
| Issue costs of debt facility | ( | ||||||||||
| Net cash required by financing activities | ( | ( | |||||||||
Net cash required by discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
5
MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Thousands of dollars except number of shares) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
Cumulative Preferred Stock – par $ | $ | $ | $ | $ | |||||||||||||||||||
Common Stock – par $ | |||||||||||||||||||||||
| Balance at beginning and end of period | |||||||||||||||||||||||
| Capital in Excess of Par Value | |||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||
| Restricted stock transactions and other | ( | ( | ( | ||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||
| Net income attributable to Murphy | |||||||||||||||||||||||
| Cash dividends paid | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||
| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation (loss) gain, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Retirement and postretirement benefit plans, net of income taxes | |||||||||||||||||||||||
| Balance at end of period | ( | ( | ( | ( | |||||||||||||||||||
| Treasury Stock | |||||||||||||||||||||||
| Balance at beginning of period | ( | ( | ( | ( | |||||||||||||||||||
| Purchase of treasury shares | ( | ( | |||||||||||||||||||||
| Awarded restricted stock, net of forfeitures | ( | ||||||||||||||||||||||
Balance at end of period – | ( | ( | ( | ( | |||||||||||||||||||
| Murphy Shareholders’ Equity | |||||||||||||||||||||||
| Noncontrolling Interest | |||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||
| Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Distributions to noncontrolling interest owners | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||
| Total Equity | $ | $ | $ | $ | |||||||||||||||||||
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These notes are an integral part of the financial statements of Murphy Oil Corporation and Consolidated Subsidiaries (the Company or Murphy) on pages 2 through 6 of this Form 10-Q report.
Note A – Basis of Presentation
The unaudited financial statements presented herein, in the opinion of Murphy’s management, include all accruals necessary to present fairly the Company’s financial position as at September 30, 2023 and December 31, 2022, and the results of operations, statements of operations, cash flows and changes in stockholders’ equity for the interim periods ended September 30, 2023 and 2022, in conformity with U.S generally accepted accounting principles (GAAP). In preparing the financial statements of the Company in conformity with GAAP, management has made a number of estimates and assumptions that affect the reporting of amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. Actual results may differ from the estimates.
Consolidated financial statements and notes to consolidated financial statements included in this Form 10-Q report should be read in conjunction with the Company’s 2022 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 nine-month periods ended September 30, 2023 are not necessarily indicative of future results.
In connection with the LLOG Exploration Offshore L.L.C. and LLOG Bluewater Holdings, L.L.C. (LLOG) acquisition, we hold a 0.5 % interest in two variable interest entities (VIEs), Delta House Oil and Gas Lateral LLC and Delta House Floating Production System (FPS) LLC (collectively Delta House). These VIEs have not been consolidated as Murphy is not considered the primary beneficiary. These non-consolidated VIEs are not material to our financial position or results of operations. As of September 30, 2023, our maximum exposure to loss was $3.1 million (excluding operational impacts), which represents our net investment in Delta House. We have not provided any financial support to Delta House other than amounts previously required by our membership interest.
Accounting Principles Adopted
None.
Recent Accounting Pronouncements
None affecting the Company.
Nature of Goods and Services
The Company explores for and produces crude oil, natural gas and natural gas liquids (collectively oil and natural gas) in select basins around the globe. The Company’s revenue from sales of oil and natural gas production activities are primarily subdivided into two key geographic segments: the U.S. and Canada. Additionally, revenue from sales to customers is generated from three primary revenue streams: crude oil and condensate, natural gas liquids (NGL), and natural gas.
For operated oil and natural gas production where the non-operated working interest owner does not take in kind its proportionate interest in the produced commodity, the Company acts as an agent for the working interest owner and recognizes revenue only for its own share of the commingled production. The exception to this is the reporting of the noncontrolling interest (NCI) in MP Gulf of Mexico, LLC (MP GOM) as prescribed by ASC 810-10-45.
U.S. - In the U.S., the Company primarily produces oil and natural gas from fields in the Eagle Ford Shale area of South Texas and in the Gulf of Mexico. Revenue is generally recognized when oil and natural gas are transferred
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note C - Revenue from Contracts with Customers (Continued)
to the customer at the delivery point. Revenue recognized is largely index-based with price adjustments for floating market differentials.
Canada - In Canada, contracts include long-term floating commodity index priced and natural gas fixed-price forward physical contracts. For the offshore business in Canada, contracts are based on index prices and revenue is recognized at the time of vessel load, based on the volumes on the bill of lading and point of custody transfer. The Company also purchases natural gas in Canada to meet certain sales commitments.
Disaggregation of Revenue
The Company reviews performance based on two key geographical segments and between onshore and offshore sources of revenue within these geographies.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Thousands of dollars) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Net crude oil and condensate revenue | ||||||||||||||||||||||||||
United States | Onshore | $ | $ | $ | $ | |||||||||||||||||||||
| Offshore | ||||||||||||||||||||||||||
Canada | Onshore | |||||||||||||||||||||||||
| Offshore | ||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
| Total crude oil and condensate revenue | ||||||||||||||||||||||||||
| Net natural gas liquids revenue | ||||||||||||||||||||||||||
United States | Onshore | |||||||||||||||||||||||||
| Offshore | ||||||||||||||||||||||||||
Canada | Onshore | |||||||||||||||||||||||||
| Total natural gas liquids revenue | ||||||||||||||||||||||||||
| Net natural gas revenue | ||||||||||||||||||||||||||
United States | Onshore | |||||||||||||||||||||||||
| Offshore | ||||||||||||||||||||||||||
Canada | Onshore | |||||||||||||||||||||||||
| Total natural gas revenue | ||||||||||||||||||||||||||
| Revenue from production | ||||||||||||||||||||||||||
| Sales of purchased natural gas | ||||||||||||||||||||||||||
United States | Offshore | |||||||||||||||||||||||||
Canada | Onshore | |||||||||||||||||||||||||
| Total sales of purchased natural gas | ||||||||||||||||||||||||||
| Total revenue from sales to customers | ||||||||||||||||||||||||||
| Gain (loss) on derivative instruments | ( | |||||||||||||||||||||||||
| Gain on sale of assets and other income | ||||||||||||||||||||||||||
| Total revenues and other income | $ | $ | $ | $ | ||||||||||||||||||||||
Contract Balances and Asset Recognition
As of September 30, 2023, and December 31, 2022, receivables from contracts with customers, net of royalties and associated payables, on the balance sheets, were $248.8 million and $201.1 million, respectively. Payment terms for the Company’s sales vary across contracts and geographical regions, with the majority of the cash receipts required within 30 days of billing. Based on a forward-looking expected loss model in accordance with ASU 2016-13, the Company did not recognize any impairment losses on receivables or contract assets arising from customer contracts during the reporting periods.
The Company has not entered into any revenue contracts that have financing components as of September 30, 2023.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note C - Revenue from Contracts with Customers (Continued)
The Company does not employ sales incentive strategies such as commissions or bonuses for obtaining sales contracts. For the periods presented, the Company did not identify any costs incurred to obtain a contract with a customer that should be recognized as an asset.
Performance Obligations
The Company recognizes oil and natural gas revenue when it satisfies a performance obligation by transferring control over a commodity to a customer. Judgment is required to determine whether some customers simultaneously receive and consume the benefit of commodities. As a result of this assessment for the Company, each unit of measure of the specified commodity is considered to represent a distinct performance obligation that is satisfied at a point in time upon the transfer of control of the commodity.
For contracts with market or index-based pricing, which represent the majority of sales contracts, the Company has elected the allocation exception and allocates the variable consideration to each single performance obligation in the contract. As a result, there is no price allocation to unsatisfied remaining performance obligations for delivery of commodity product in subsequent periods.
The Company has entered into several long-term, fixed-price contracts in Canada. The underlying reason for entering a fixed price contract is generally unrelated to anticipated future prices or other observable data and serves a particular purpose in the Company’s long-term strategy.
As of September 30, 2023, the Company had the following sales contracts in place which are expected to generate revenue from sales to customers for a period of more than 12 months starting at the inception of the contract:
| Current Long-Term Contracts Outstanding at September 30, 2023 | ||||||||||||||||||||||||||
| Location | Commodity | End Date | Description | Approximate Volumes | ||||||||||||||||||||||
| U.S. | Natural Gas and NGL | Q1 2030 | Deliveries from dedicated acreage in Eagle Ford | As produced | ||||||||||||||||||||||
| Canada | Natural Gas | Q4 2025 | Contracts to sell natural gas at USD index pricing | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2023 | Contracts to sell natural gas at CAD fixed prices | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2024 | Contracts to sell natural gas at USD index pricing | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2024 | Contracts to sell natural gas at CAD fixed prices | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2024 | Contracts to sell natural gas at CAD fixed prices | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2024 | Contracts to sell natural gas at USD index fixed prices | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2024 | Contracts to sell natural gas at CAD index prices | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2026 | Contracts to sell natural gas at USD index pricing | |||||||||||||||||||||||
| Canada | Natural Gas | Q4 2027 | Contracts to sell natural gas at USD index prices | |||||||||||||||||||||||
| Canada | NGL | Q1 2024 | Contracts to sell natural gas liquids at various CAD pricing | As produced | ||||||||||||||||||||||
Fixed price contracts are accounted for as normal sales and purchases for accounting purposes.
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Exploratory Wells
Under Financial Accounting Standards Board guidance, 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.
As of September 30, 2023, the Company had total capitalized exploratory well costs pending the determination of proved reserves of $185.5 million. The following table reflects the net changes in capitalized exploratory well costs during the nine-month periods ended September 30, 2023 and 2022.
| (Thousands of dollars) | 2023 | 2022 | |||||||||
| Beginning balance at January 1 | $ | $ | |||||||||
| Additions pending the determination of proved reserves | |||||||||||
| Reclassifications to proved properties based on the determination of proved reserves | ( | ||||||||||
| Capitalized exploratory well costs charged to expense | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
Capital additions of $40.8 million in 2023 are primarily related to Oso #1 well (Atwater Valley 138) and LDV-4X in Vietnam. In the first quarter of 2023, drilling of the Oso #1 well was temporarily suspended prior to reaching the objective. The Company plans to return to the well in the fourth quarter of 2023. Capitalized well costs charged to dry hole expense of $26.1 million for the nine months ended September 30, 2023 are related to Cholula-1EXP well in Mexico and Chinook #7 (Walker Ridge 425) exploration well in the Gulf of Mexico. The preceding table excludes well costs of $81.7 million incurred and expensed directly to dry hole during the nine months ended September 30, 2023, related to the Chinook #7 (Walker Ridge 425) exploration well in the Gulf of Mexico.
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.
| September 30, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| (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 | $ | $ | |||||||||||||||||||||||||||||||||
| One to two years | |||||||||||||||||||||||||||||||||||
| Two to three years | |||||||||||||||||||||||||||||||||||
| Three years or more | |||||||||||||||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||||||||||||||
Of the $185.5 million of exploratory well costs capitalized more than one year at September 30, 2023, $112.8 million was in Vietnam, $65.3 million was in the U.S., $4.7 million was in Canada, and $2.7 million was in Brunei. In all geographical areas, either further appraisal or development drilling is planned and/or development studies/plans are in various stages of completion.
Impairments
There were no
Divestitures
10
Note E – Financing Arrangements and Debt
As of September 30, 2023, the Company had an $800 million revolving credit facility (RCF). The RCF is a senior unsecured guaranteed facility which expires on November 17, 2027. At September 30, 2023, the Company had no outstanding borrowings under the RCF and $4.1 million of outstanding letters of credit, which reduce the borrowing capacity of the RCF. At September 30, 2023, the interest rate in effect on borrowings under the RCF would have been 7.92 %. At September 30, 2023, the Company was in compliance with all covenants related to the RCF.
In September 2023, the Company redeemed the remaining $248.7 million principal amount outstanding of its 5.75 % senior notes due 2025 (2025 Notes). The non-cash costs of the debt extinguishment of $0.9 million is included in “Interest expense, net” on the Consolidated Statements of Operations for the nine months ended September 30, 2023.
The Company irrevocably deposited the repayment amount with a trustee in September 2023. With this deposit, as per the terms of the 2025 Notes indenture, all covenants and conditions were complied with to satisfy and discharge the full indebtedness of the 2025 Notes. The Trustee has been irrevocably instructed to repay all sums outstanding and payable on the Redemption Date in accordance with the Indenture.
The Company also has a shelf registration statement on file with the U.S. Securities and Exchange Commission (SEC) that permits the offer and sale of debt and/or equity securities through October 15, 2024.
Note F – Other Financial Information
Additional disclosures regarding cash flow activities are provided below.
| Nine Months Ended September 30, | |||||||||||
| (Thousands of dollars) | 2023 | 2022 | |||||||||
| Net (increase) decrease in operating working capital, excluding cash and cash equivalents: | |||||||||||
| (Increase) in accounts receivable | $ | ( | $ | ( | |||||||
| (Increase) decrease in inventories | ( | ( | |||||||||
| (Increase) in prepaid expenses | ( | ( | |||||||||
| Increase (decrease) in accounts payable and accrued liabilities ¹ | ( | ||||||||||
| Increase (decrease) in income taxes payable | ( | ||||||||||
| Net increase in noncash working capital | $ | ( | $ | ( | |||||||
| Supplementary disclosures: | |||||||||||
| Cash income taxes paid, net of refunds | $ | $ | |||||||||
Interest paid, net of amounts capitalized of $ | |||||||||||
| Non-cash investing activities: | |||||||||||
| Asset retirement costs capitalized | $ | $ | |||||||||
| Decrease in capital expenditure accrual | |||||||||||
1 Excludes payable balances relating to mark-to-market of derivative instruments and contingent consideration relating to acquisitions.
11
Note G – Asset Retirement Obligations
The asset retirement obligations liabilities (ARO) recognized by the Company are related to the estimated costs to dismantle and abandon its producing oil and natural gas properties and related equipment.
A reconciliation of the beginning and ending aggregate carrying amount of the ARO for the nine-month periods ended September 30, 2023 and 2022 is shown in the following table.
| (Thousands of dollars) | September 30, 2023 | September 30, 2022 | |||||||||
| Balance at beginning of year | $ | $ | |||||||||
| Accretion | |||||||||||
| Liabilities incurred | ( | ||||||||||
| Revisions of previous estimates | ( | ||||||||||
| Liabilities settled | ( | ( | |||||||||
| Changes due to translation of foreign currencies | ( | ( | |||||||||
| Balance at end of period | |||||||||||
Current portion of liability 1 | ( | ( | |||||||||
| Noncurrent portion of liability | $ | $ | |||||||||
1 Included in “Other accrued liabilities” on the Consolidated Balance Sheets.
The estimation of future ARO is based on a number of assumptions requiring professional judgment. The Company cannot predict the type of revisions to these assumptions that may be required in future periods due to the availability of additional information such as: prices for oil field services, technological changes, governmental requirements and other factors.
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note H – Employee and Retiree Benefit Plans
The Company has defined benefit pension plans that are noncontributory and cover most full-time employees. All pension plans are funded except for the U.S. and Canadian nonqualified supplemental plan and the U.S. director’s plan. All U.S. tax qualified plans meet the funding requirements of federal laws and regulations. Contributions to foreign plans meet the requirements of 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 nine-month periods ended September 30, 2023 and 2022.
| Three Months Ended September 30, | |||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
| (Thousands of dollars) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Estimated defined contribution provision | |||||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||
| Recognized actuarial loss (gain) | ( | ( | |||||||||||||||||||||
| Total net periodic benefit expense | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
| (Thousands of dollars) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Estimated defined contribution provision | |||||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||
| Recognized actuarial loss (gain) | ( | ( | |||||||||||||||||||||
| Total net periodic benefit expense | $ | $ | $ | $ | |||||||||||||||||||
The components of net periodic benefit expense, other than the service cost, are recorded in “Other income” in the Consolidated Statements of Operations.
During the nine-month period ended September 30, 2023, the Company made contributions of $31.5 million to its defined benefit pension and postretirement benefit plans. Remaining funding in 2023 for the Company’s defined benefit pension and postretirement plans is anticipated to be $5.5 million.
Note I – Incentive Plans
The costs resulting from all share-based and cash-based incentive plans are recognized as an expense in the Consolidated Statements of Operations using a fair value-based measurement method over the periods that the awards vest.
The Annual Incentive Plan (AIP) authorizes the Compensation Committee (the Committee) to establish specific performance goals associated with annual cash awards that may be earned by officers, executives and certain other employees. Cash awards under the AIP are determined based on the Company’s actual financial and operating results as measured against the performance goals established by the Committee.
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note I - Incentive Plans (Continued)
The 2020 Long-Term Incentive Plan (2020 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 (RSU), performance units, performance shares, dividend equivalents and other stock-based incentives. The 2020 Long-Term Plan expires in 2030. A total of five million shares are issuable during the life of the 2020 Long-Term Plan. Shares issued pursuant to awards granted under the Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market. Share awards that have been canceled, expired, forfeited or otherwise not issued under an award shall not count as shares issued under the Plan.
During the nine months ended September 30, 2023, the Committee granted the following awards from the 2020 Long-Term Plan:
| Type of Award | Number of Awards Granted | Grant Date | Grant Date Fair Value | Valuation Methodology | ||||||||||||||||||||||
Performance Based RSUs 1 | January 31, 2023 | $ | Monte Carlo | |||||||||||||||||||||||
Time Based RSUs 2 | January 31, 2023 | Average Stock Price | ||||||||||||||||||||||||
Cash Settled RSUs 3 | January 31, 2023 | Average Stock Price | ||||||||||||||||||||||||
1 Performance based RSUs are scheduled to vest over a three year performance period.
2 Time based RSUs are generally scheduled to vest over three years from the date of grant.
3 Cash settled RSUs are generally scheduled to vest over three years from the date of grant.
The Company also has a Stock Plan for Non-Employee Directors that permits the issuance of restricted stock, restricted stock units and stock options or a combination thereof to the Company’s Non-Employee Directors.
The Company currently has outstanding incentive awards issued to Directors under the 2021 Stock Plan for Non-Employee Directors (2021 NED Plan) and the 2018 Stock Plan for Non-Employee Directors. All awards on or after May 12, 2021, were made under the 2021 NED Plan.
During the nine months ended September 30, 2023, the Committee granted the following awards to Non-Employee Directors:
| Type of Award | Number of Awards Granted | Grant Date | Grant Date Fair Value | Valuation Methodology | ||||||||||||||||||||||
Time Based RSUs 1 | February 1, 2023 | $ | Closing Stock Price | |||||||||||||||||||||||
1 Non-employee directors time-based RSUs are scheduled to vest in February 2024.
All stock option exercises are non-cash transactions for the Company. The employee receives net shares, after applicable withholding obligations, upon each stock option exercise. The actual income tax benefit realized from the tax deductions related to stock option exercises of the share-based payment arrangements were immaterial for the nine-month period ended September 30, 2023.
Amounts recognized in the financial statements with respect to share-based plans are shown in the following table:
| Nine Months Ended September 30, | |||||||||||
| (Thousands of dollars) | 2023 | 2022 | |||||||||
| Compensation charged against income before tax benefit | $ | $ | |||||||||
| Related income tax benefit recognized in income | |||||||||||
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note J – Earnings Per Share
Net income attributable to Murphy was used as the numerator in computing both basic and diluted income per Common share for the three-month and nine-month periods ended September 30, 2023 and 2022. The following table reports the weighted-average shares outstanding used for these computations.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (Weighted-average shares) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Basic method | |||||||||||||||||||||||
| Dilutive stock options and restricted stock units ¹ | |||||||||||||||||||||||
| Diluted method | |||||||||||||||||||||||
1 The following table reflects certain options to purchase shares of common stock that were outstanding during the periods presented but were not included in the computation of diluted shares above because the incremental shares from the assumed conversion were antidilutive.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Antidilutive stock options excluded from diluted shares | |||||||||||||||||||||||
| Weighted average price of these options | $ | $ | $ | $ | |||||||||||||||||||
Note K – Income Taxes
The Company’s effective income tax rate is calculated as the amount of income tax expense (benefit) divided by income (loss) from continuing operations before income taxes. For the three-month and nine-month periods ended September 30, 2023 and 2022, the Company’s effective income tax rates were as follows:
| 2023 | 2022 | ||||||||||
| Three months ended September 30, | |||||||||||
| Nine months ended September 30, | |||||||||||
The effective tax rate for the three-month period ended September 30, 2023, was above the U.S. statutory tax rate of 21% primarily due to several factors, including: the effects of income generated in foreign tax jurisdictions, certain of which have income tax rates higher than the U.S. Federal rate; U.S. state tax expense; and certain expenses, including exploration and other expenses in certain foreign jurisdictions, for which no income tax benefits are currently available. These impacts were partially offset by no tax applied to the pre-tax income of the noncontrolling interest in MP GOM.
The effective tax rate for the three-month period ended September 30, 2022, was above the U.S. statutory tax rate of 21% primarily due to several factors, including: the effects of income generated in foreign tax jurisdictions, certain of which have income tax rates higher than the U.S. Federal rate; U.S. state tax expense; and certain expenses, including exploration and other expenses in certain foreign jurisdictions, for which no income tax benefits are currently available. These impacts were partially offset by no tax applied to the pre-tax income of the noncontrolling interest in MP GOM.
The effective tax rate for the nine-month period ended September 30, 2023, was above the U.S. statutory tax rate of 21% primarily due to several factors, including: the effects of income generated in foreign tax jurisdictions, certain of which have income tax rates higher than the U.S. Federal rate; U.S. state tax expense; and certain expenses, including exploration and other expenses in certain foreign jurisdictions, for which no income tax benefits are currently available. These impacts were partially offset by no tax applied to the pre-tax income of the noncontrolling interest in MP GOM.
The effective tax rate for the nine-month period ended September 30, 2022, was above the U.S. statutory tax rate of 21% primarily due to several factors, including: the effects of income generated in foreign tax jurisdictions, certain of which have income tax rates higher than the U.S. Federal rate; U.S. state tax expense; and
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note K – Income Taxes (Continued)
Note L – Financial Instruments and Risk Management
Murphy, at times, uses derivative instruments to manage certain risks related to commodity prices, foreign currency exchange rates and interest 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 with creditworthy major financial institutions or over national exchanges such as the New York Mercantile Exchange (NYMEX). The Company has a risk management control system to monitor commodity price risks and any derivatives obtained to manage a portion of such risks. For accounting purposes, the Company has not designated commodity and foreign currency derivative contracts as hedges, and therefore, it recognizes all gains and losses on these derivative contracts in its Consolidated Statements of Operations.
Commodity Price Risks
During the third quarter of 2023, the Company did no
During the third quarter of 2022, the Company had crude oil swaps and collar contracts. Under the swaps contracts, which matured monthly, the Company paid the average monthly price in effect and received the fixed contract price on a notional amount of sales volume, thereby fixing the price for the commodity sold. Under the collar contracts, which also matured monthly, the Company purchased a put option and sold a call option with no net premiums paid to or received from counterparties. Upon maturity, collar contracts required payments by the Company if the NYMEX average closing price was above the ceiling price or payments to the Company if the NYMEX average closing price was below the floor price.
Foreign Currency Exchange Risks
The Company is subject to foreign currency exchange risk associated with operations in countries outside the U.S. The Company had no
For the three-month and nine-month periods ended September 30, 2023 and 2022, the gains and losses recognized in the Consolidated Statements of Operations for derivative instruments not designated as hedging instruments are presented in the following table.
| Gain (Loss) | Gain (Loss) | |||||||||||||||||||||||||||||||
| (Thousands of dollars) | Statements of Operations Location | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| Type of Derivative Contract | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||
| Commodity swaps | Gain (loss) on derivative instruments | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| Commodity collars | Gain (loss) on derivative instruments | ( | ||||||||||||||||||||||||||||||
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note L – Financial Instruments and Risk Management (Continued)
Fair Values – Recurring
The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value hierarchy is 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 carrying value of assets and liabilities recorded at fair value on a recurring basis at September 30, 2023 and December 31, 2022, are presented in the following table.
| September 30, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Thousands of dollars) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nonqualified employee savings plan | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The nonqualified employee savings plan is an unfunded savings plan through which participants seek a return via phantom investments in equity securities and/or mutual funds. The fair value of this liability was based on quoted prices for these equity securities and mutual funds. The income effect of changes in the fair value of the nonqualified employee savings plan is recorded in “Selling and general expenses” in the Consolidated Statements of Operations.
As of September 30, 2023, there were no
As of December 31, 2022, there were no 19.6 million and $2.3 million, respectively, and recorded as “Accounts payable” in the Consolidated Balance Sheets.
In 2019, the Company acquired strategic deepwater Gulf of Mexico assets from LLOG Exploration Offshore L.L.C. and LLOG Bluewater Holdings, L.L.C. (LLOG). Under the terms of the transaction, in addition to the consideration paid, Murphy had an obligation to pay additional contingent consideration of up to $200 million in the event that certain revenue thresholds were exceeded between 2019 and 2022; and $50 million following first oil from certain development projects. The revenue threshold was not exceeded for 2019 or 2020; however, the threshold was met in 2021 and 2022. The obligation period related to LLOG revenue-related contingent consideration ended in 2022, with final payments made in the first half of 2023.
In 2018, the Company, through a subsidiary, acquired Gulf of Mexico producing assets from Petrobras America Inc. (PAI), a subsidiary of Petróleo Brasileiro S.A. Under the terms of the transaction, in addition to the consideration paid, Murphy had an obligation to pay additional contingent consideration of up to $150 million if certain price and production thresholds were exceeded beginning in 2019 through 2025; and $50 million carry for PAI development costs in the St. Malo Field if certain enhanced oil recovery projects are undertaken. The price and production thresholds were not exceeded for 2019 and 2020; however, the thresholds were met in 2021 and 2022. As of December 31, 2021, Murphy had completely funded the carried interest. As of December 31, 2022, the $150
As at December 31, 2022, the Company’s liabilities with PAI and LLOG were based on realized inputs of volumes and pricing as a result of reaching contractual thresholds or time limitations that ended in 2022. As a result, the related liabilities as at December 31, 2022 of $192.7 million were no longer subject to fair value measurement. The liability remaining was included in “Other accrued liabilities” in the Consolidated Balance Sheets.
As of the end of the second quarter of 2023, the Company had no remaining liabilities relating to prior acquisitions from PAI and LLOG. During the nine months ended September 30, 2023, the Company paid a total of $199.8 million in contingent consideration payments. In the Consolidated Statements of Cash Flows, $139.6 million is shown in “Operating Activities” and $60.2 million is shown in “Financing Activities”.
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note L – Financial Instruments and Risk Management (Continued)
The Company offsets certain assets and liabilities related to derivative contracts when the legal right of offset exists. There were no
The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at September 30, 2023 and December 31, 2022. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The table excludes cash and cash equivalents, trade accounts receivable, trade accounts payable and accrued expenses, all of which had fair values approximating carrying amounts. The fair value of current and long-term debt was estimated based on rates offered to the Company at that time for debt of the same maturities. Substantially all of the Company’s long-term debt is actively traded in open markets, and accordingly, is classified as Level 1 in the fair value hierarchy. The Company has off-balance sheet exposures relating to certain letters of credit. The fair value of these, which represents fees associated with obtaining the instruments, was nominal.
| September 30, | December 31, | ||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||
| (Thousands of dollars) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
Financial liabilities: | |||||||||||||||||||||||
| Current and long-term debt | $ | $ | $ | $ | |||||||||||||||||||
Note M – Accumulated Other Comprehensive Loss
The components of “Accumulated other comprehensive loss” on the Consolidated Balance Sheets at December 31, 2022 and September 30, 2023 and the changes during the nine-month period ended September 30, 2023 are presented net of taxes in the following table.
| (Thousands of dollars) | Foreign Currency Translation Gains (Losses) | Retirement and Postretirement Benefit Plan Adjustments | Total | ||||||||||||||
| Balance at December 31, 2022 | $ | ( | $ | ( | $ | ( | |||||||||||
| Components of other comprehensive income (loss): | |||||||||||||||||
| Before reclassifications to income | ( | ( | |||||||||||||||
| Reclassifications to income ¹ | |||||||||||||||||
| Net other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at September 30, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
1 Reclassifications before taxes of $4,146 thousand are included in the computation of net periodic benefit expense for the nine-month period ended September 30, 2023. See Note H for additional information. Related income taxes of $799 thousand are included in "Income tax expense” on the Consolidated Statements of Operations for the nine-month period ended September 30, 2023.
18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note N – 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 legislation changes, including tax rate changes, and retroactive tax claims; royalty and revenue sharing increases; 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 natural gas or mineral leases; restrictions on drilling and/or production; laws, regulations and government action intended for the promotion of safety and the protection and/or remediation of the environment including in connection with the purported causes or potential impacts of climate change; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with employees, suppliers, customers, stockholders and others. Given the factors involved in various government actions, including political considerations, it is difficult to predict their likelihood, the form they may take, or the effect they may have on the Company.
ENVIRONMENTAL MATTERS – Murphy and other companies in the oil and natural gas industry are subject to numerous federal, state, local and foreign laws and regulations dealing with the environment and protection of health and safety. The principal environmental, health and safety laws and regulations to which Murphy is subject address such matters as the generation, storage, handling, use, disposal and remediation of petroleum products, wastewater and hazardous materials; the emission and discharge of such materials to the environment, including Greenhouse Gas (GHG) emissions; wildlife, habitat and water protection; the placement, operation and decommissioning of production equipment; and the health and safety of our employees, contractors and communities where our operations are located. These laws and regulations also generally require permits for existing operations, as well as the construction or development of new operations and the decommissioning facilities once production has ceased.
Violation of federal or state environmental, health and safety laws, regulations and permits can result in the imposition of significant civil and criminal penalties, injunctions and construction bans or delays. A discharge of hazardous substances into the environment could, to the extent such event is not adequately insured, subject the Company to substantial expense, including both the cost to comply with applicable regulations and claims by neighboring landowners and other third parties for any personal injury and property damage that might result. In addition, Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed a specified threshold. Pursuant to this item, the Company will be using a threshold of $1.0 million for such proceedings and the Company is not aware of environment legal proceedings likely to exceed this $1.0 million threshold.
There continues to be an increase in regulatory oversight of the oil and gas industry at the federal level, with a focus on climate change and GHG emissions (including methane emissions). For example, the Inflation Reduction Act of 2022 contains provisions that impose fees for excess methane emissions from petroleum and natural gas facilities. In addition, there have been a number of executive orders issued that address climate change, including creation of climate-related task forces, directives to federal agencies to procure carbon-free electricity, and a goal of a carbon pollution-free power sector by 2035 and a net-zero emissions U.S. economy by 2050. Executive orders have also been issued related to oil and gas activities on federal lands, infrastructure and environmental justice. In addition, an international climate agreement (the Paris Agreement) was agreed to at the 2015 United Nations Framework Convention on Climate Change in Paris, France. The Paris Agreement entered into force in November 2016. Although the U.S. officially withdrew from the Paris Agreement on November 4, 2020, the U.S. has since rejoined the Paris Agreement, which became effective for the U.S. on February 19, 2021.
The Company currently owns or leases, and has in the past owned or leased, properties at which hazardous substances have been or are being handled. Hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where these wastes have been taken for disposal. In addition, many of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes were not under Murphy’s control. Under existing laws, the Company could be required to investigate, remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to investigate and clean up contaminated property (including contaminated groundwater) or to perform remedial plugging operations to
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Note N – Environmental and Other Contingencies (Continued)
prevent future contamination. Certain of these historical properties are in various stages of negotiation, investigation, and/or cleanup, and the Company is investigating the extent of any such liability and the availability of applicable defenses. The Company has retained certain liabilities related to environmental matters at formerly owned U.S. refineries that were sold in 2011. The Company also obtained insurance covering certain levels of environmental exposures related to past operations of these refineries. Murphy USA Inc. has retained any environmental exposure associated with Murphy’s former U.S. marketing operations that were spun-off in August 2013. The Company believes costs related to these sites will not have a material adverse effect on Murphy’s 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 additional expenditures could be required at known sites. However, based on information currently available to the Company, the amount of future investigation and 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.
LEGAL MATTERS – Murphy and its subsidiaries are engaged in a number of other legal proceedings (including litigation related to climate change), 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.
Note O – Common Stock Issued and Outstanding
Activity in the number of shares of the Company’s Common Stock issued and outstanding for the nine-month periods ended September 30, 2023 and 2022 is shown below.
(Number of shares outstanding) | September 30, 2023 | September 30, 2022 | |||||||||
| Beginning of period | |||||||||||
Stock options exercised 1 | |||||||||||
Restricted stock awards 1 | |||||||||||
Treasury shares purchased 2 | |||||||||||
| End of period | |||||||||||