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        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 September 30, 1997

                               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                     (I.R.S. Employer 
 incorporation or organization)                   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 

Number of shares of Common Stock, $1.00 par value, outstanding at September
30, 1997 was 44,886,865.

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PART I - FINANCIAL INFORMATION

            Murphy Oil Corporation and Consolidated Subsidiaries
                         CONSOLIDATED BALANCE SHEETS
                           (Thousands of dollars)                          
(unaudited) September 30, December 31, 1997 1996 ------------ ----------- ASSETS Current assets Cash and cash equivalents $ 69,571 109,707 Accounts receivable, less allowance for doubtful accounts of $15,320 in 1997 and $15,267 in 1996 243,995 319,661 Inventories Crude oil and raw materials 55,012 42,811 Finished products 48,854 44,310 Materials and supplies 41,679 44,234 Prepaid expenses 38,468 29,820 Deferred income taxes 18,410 19,626 --------- --------- Total current assets 515,989 610,169 Property, plant, and equipment, at cost less accumulated depreciation, depletion, and amortization of $2,691,741 in 1997 and $2,573,606 in 1996 1,639,972 1,556,830 Deferred charges and other assets 67,010 76,787 --------- --------- $ 2,222,971 2,243,786 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of long-term obligations $ 19,211 13,635 Accounts payable and accrued liabilities 414,225 503,013 Income taxes 50,775 37,393 --------- --------- Total current liabilities 484,211 554,041 Notes payable and capitalized lease obligations 29,557 20,871 Nonrecourse debt of a subsidiary 180,319 180,957 Deferred income taxes 138,786 127,319 Reserve for dismantlement costs 152,337 152,528 Reserve for major repairs 36,567 29,776 Deferred credits and other liabilities 131,502 150,816 Stockholders' equity Capital stock Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued - - Common Stock, par $1.00, authorized 80,000,000 shares, issued 48,775,314 shares 48,775 48,775 Capital in excess of par value 509,760 509,008 Retained earnings 606,332 550,699 Currency translation adjustments 7,805 22,573 Unamortized restricted stock awards (1,341) (1,298) Treasury stock, 3,888,449 shares of Common Stock in 1997, 3,912,971 shares in 1996, at cost (101,639) (102,279) --------- --------- Total stockholders' equity 1,069,692 1,027,478 --------- --------- $ 2,222,971 2,243,786 ========= =========
See Notes to Consolidated Financial Statements, page 4. The Exhibit Index is on page 13. 1 Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Thousands of dollars, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, ------------------- --------------------- 1997 1996 1997 1996 ------- ------- ---------- --------- REVENUES Sales $ 540,307 477,875 1,527,914 1,364,319 Other operating revenues 14,897 47,069 40,835 73,138 Interest, income from equity companies, and other nonoperating revenues 1,110 2,255 3,605 5,229 ------- ------- --------- --------- Total revenues 556,314 527,199 1,572,354 1,442,686 ------- ------- --------- --------- COSTS AND EXPENSES Crude oil, products, and related operating expenses 391,954 378,545 1,131,421 1,067,942 Exploration expenses, including undeveloped lease amortization 19,734 19,084 71,508 43,945 Selling and general expenses 18,660 16,107 47,691 45,638 Depreciation, depletion, and amortization 56,565 42,221 156,073 134,243 Impairment of long-lived assets 5,100 - 5,100 - Interest expense 3,263 3,187 9,207 9,504 Interest capitalized (3,227) (2,452) (9,126) (6,998) ------- ------- --------- --------- Total costs and expenses 492,049 456,692 1,411,874 1,294,274 ------- ------- --------- --------- Income (loss) from continuing operations before income taxes 64,265 70,507 160,480 148,412 Federal and state income taxes 15,832 16,792 37,172 31,956 Foreign income taxes 6,108 13,189 22,811 30,842 ------- ------- --------- --------- Income from continuing operations 42,325 40,526 100,497 85,614 DISCONTINUED FARM, TIMBER, AND REAL ESTATE OPERATIONS Income from discontinued operations - 3,879 - 10,877 Costs of spin-off transaction - (2,100) - (2,100) ------- ------- --------- --------- Total discontinued operations - 1,779 - 8,777 ------- ------- --------- --------- NET INCOME $ 42,325 42,305 100,497 94,391 ======= ======= ========= ========= Average Common shares outstanding 45,031,706 45,008,387 45,034,455 44,944,594 Income per Common share Continuing operations $ .94 .90 2.23 1.90 Discontinued operations - .04 - .20 ------- ------- --------- --------- Net income $ .94 .94 2.23 2.10 ======= ======= ========= ========= Cash dividends per Common share $ .35 .325 1.00 .975 ======= ======= ========= =========
See Notes to Consolidated Financial Statements, page 4. 2 Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Thousands of dollars)
Nine Months Ended September 30, ----------------- 1997 1996 ------- ------- OPERATING ACTIVITIES Income from continuing operations $ 100,497 85,614 Adjustments to reconcile above income to net cash provided by operating activities Depreciation, depletion, and amortization 156,073 134,243 Impairment of long-lived assets 5,100 - Provisions for major repairs 17,402 18,677 Expenditures for major repairs and dismantlement costs (12,749) (8,931) Exploratory expenditures charged against income 63,733 36,897 Amortization of undeveloped leases 7,775 7,048 Deferred and noncurrent income tax charges 7,268 17,751 Pretax gains from disposition of assets (6,247) (31,997) Other - net 5,701 3,712 ------- ------- 344,553 263,014 Net (increase) decrease in operating working capital other than cash and cash equivalents (21,362) 45,535 Other adjustments related to continuing operations (8,228) 14,160 ------- ------- Net cash provided by continuing operations 314,963 322,709 Net cash provided by discontinued operations - 9,727 ------- ------- Net cash provided by operating activities 314,963 332,436 ------- ------- INVESTING ACTIVITIES Capital expenditures requiring cash (335,596) (289,246) Proceeds from sale of property, plant, and equipment 14,277 51,685 Other continuing operations - net 196 (1,082) Investing activities of discontinued operations - (7,810) ------- ------- Net cash required by investing activities (321,123) (246,453) ------- ------- FINANCING ACTIVITIES Increase (decrease) in notes payable and capitalized lease obligations 8,686 (3) Increase in nonrecourse debt of a subsidiary 4,938 23,602 Cash dividends paid (44,864) (43,717) ------- ------- Net cash required by financing activities (31,240) (20,118) ------- ------- Effect of exchange rate changes on cash and cash equivalents (2,736) 294 ------- ------- Net increase (decrease) in cash and cash equivalents (40,136) 66,159 Increase applicable to discontinued operations - (4,017) ------- ------- Net increase (decrease) in cash and cash equivalents of continuing operations (40,136) 62,142 Cash and cash equivalents of continuing operations at January 1 109,707 60,853 ------- ------- Cash and cash equivalents of continuing operations at September 30 $ 69,571 122,995 ======= ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES Cash income taxes paid, net of refunds $ 56,146 25,964 Interest paid, net of amounts capitalized (2,728) (90)
See Notes to Consolidated Financial Statements, page 4. 3 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 1 through 3 of this report on Form 10-Q. 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, 1996. In the opinion of the Company's management, the unaudited financial statements presented herein include all adjustments (consisting only of normal, recurring accruals) necessary to present fairly the Company's financial position at September 30, 1997, and the results of operations and cash flows for the three-month and nine-month periods ended September 30, 1997 and 1996, in conformity with generally accepted accounting principles. Financial statements and notes to consolidated financial statements included in this report on Form 10-Q should be read in conjunction with the Company's 1996 Annual Report on Form 10-K, as certain notes and other pertinent information have been abbreviated in or omitted from this report. Financial results for the nine months ended September 30, 1997 are not necessarily indicative of future results. NOTE B - DISCONTINUED OPERATIONS On December 31, 1996, Murphy completed a tax-free spin-off to its stockholders of all common stock of its wholly owned farm, timber, and real estate subsidiary Deltic Farm & Timber Co., Inc. (reincorporated as "Deltic Timber Corporation"). The spin-off resulted in a net charge of $172.6 million to "Retained Earnings" in 1996. As a result of the transaction, activities of the farm, timber, and real estate segment have been accounted for as discontinued operations, with prior periods restated. Selected operating results for these activities, presented as net amounts in the Consolidated Statements of Income for the three-month and nine-month periods ended September 30, 1996 were as follows.
- ---------------------------------------------------------------------- Discontinued Operations Periods Ended September 30, 1996 - ---------------------------------------------------------------------- Three Nine (Millions of dollars, except per share amounts) Months Months - ---------------------------------------------------------------------- Revenues . . . . . . . . . . . . . . . . . . . . . $25.5 65.6 Income tax provisions . . . . . . . . . . . . . . . 2.4 6.9 Income from operations . . . . . . . . . . . . . . 3.9 10.9 Cost of spin-off transaction . . . . . . . . . . . (2.1) (2.1) Income from operations per share . . . . . . . . . .09 .24 Cost of spin-off transaction per share . . . . . . (.05) (.05) - ----------------------------------------------------------------------
NOTE C - ENVIRONMENTAL CONTINGENCIES The Company's worldwide operations are subject to numerous laws and regulations intended to protect the environment and/or impose remedial obligations. In addition, the Company is 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 or facilities, including refineries, oil and gas fields, service stations, and terminals, for which known or potential obligations for environmental remediation exist. Under the Company's accounting policies, liabilities for environmental obligations are recorded when such obligations are probable and the cost can be reasonably estimated. If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range. Recorded liabilities are reviewed quarterly and adjusted as needed. Actual cash expenditures often occur one or more years after recognition of the liabilities. The Company's reserve for remedial obligations, which is included in "Deferred Credits and Other Liabilities" in the Consolidated Balance Sheets, contains certain amounts that are based on anticipated regulatory approval for proposed remediation of former refinery waste sites. If regulatory authorities require more costly alternatives than the proposed processes, future expenditures could exceed the amount reserved by up to an estimated $3 million. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.) NOTE C - ENVIRONMENTAL CONTINGENCIES (CONTD.) The Company is currently identified by the U.S. Environmental Protection Agency as a Potentially Responsible Party (PRP) at five Superfund sites and has been assigned responsibility by defendants at another Superfund site. The potential total cost to all parties to perform necessary remedial work at the Superfund sites is substantial; however, current information indicates that the Company is a "de minimus" party, with assigned or potentially assigned responsibility of less than two percent at all but two of the sites. At those two sites, the Company has not determined either its potentially assigned responsibility percentage or its potential total remedial cost. Based on currently available information about the Superfund sites, the Company does not expect that its related remedial costs will be material to its financial condition or its results of operations. Additional information may become known in the future that would alter this assessment, including any requirement to bear a pro rata share of costs attributable to nonparticipating PRPs or indications of additional responsibility by the Company. Although the Company is not aware of any environmental matters that might have a material effect on its financial condition, there is the possibility that expenditures could be required at currently unidentified sites, and new or revised regulatory requirements could necessitate additional expenditures at known sites. Such expenditures could materially affect the results of operations in a future period. The Company believes that certain environmentally related liabilities and prior environmental expenditures are either covered by insurance or will be recovered from other sources. The outcome of potential insurance recoveries is the subject of ongoing litigation, including the appeal of a judgment awarded the Company in 1995. Since no assurance can be given that the judgment will be upheld upon appeal or that recoveries from other sources will occur, the Company has not recognized a benefit for these potential recoveries at September 30, 1997. NOTE D - OTHER CONTINGENCIES The Company's operations and earnings have been and may be affected by various other forms of governmental action both in the U.S. and throughout the world. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; restrictions on production; 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 issuance of oil and gas or mineral leases; laws and regulations intended for the promotion of safety; 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, 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. In the normal course of its business activities, the Company is required under certain contracts with various governmental authorities and others to provide letters of credit that may be drawn upon if the Company fails to perform under those contracts. At September 30, 1997, the Company had contingent liabilities of $17 million on outstanding letters of credit and $15 million under certain financial guarantees. NOTE E - ACCOUNTING POLICIES FOR CERTAIN DERIVATIVE INSTRUMENTS Derivative instruments are used by the Company on a limited basis to manage well-defined risks related to commodity prices, foreign currency exchange rates, and interest rates. The Company accounts for these instruments as hedges. To qualify as hedges, the instruments must reduce the exposure to price, currency, or interest rate risks of assets, liabilities, or anticipated transactions. The Company does not hold any derivatives for trading purposes. 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTD.) NOTE E - ACCOUNTING POLICIES FOR CERTAIN DERIVATIVE INSTRUMENTS (CONTD.) The Company has forward foreign exchange contracts to buy Cdn $56 million, fixing the U.S. dollar costs for certain Canadian dollar denominated nonrecourse debt. The unrealized difference between the contract exchange rates and the actual exchange rate at September 30, 1997 is recognized on the Consolidated Balance Sheet as an adjustment to "Nonrecourse Debt of a Subsidiary" with an offset to "Currency Translation Adjustments." When these contracts are settled, any adjustment to the difference previously recorded will be included in the same accounts. At September 30, 1997, the Company had several interest rate swap agreements, under each of which the Company pays interest at a fixed rate and receives interest at a quarterly U.S. dollar LIBOR rate. These contracts fix the interest rate for $85 million of the Company's floating rate long-term obligations during the next five to seven years. Cash received or paid at the time of each quarterly settlement is accounted for as an adjustment of "Interest Expense" in the Consolidated Statement of Income. NOTE F - NEW ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share," effective for periods ending after December 15, 1997. After the effective date, any prior period earnings per share (EPS) data in subsequent reports must be restated to conform to the new standard. The following table compares pro forma basic EPS and pro forma diluted EPS for net income as computed under the provisions of SFAS No. 128 to the EPS as reported on the Consolidated Statements of Income for the three-month and nine-month periods ended September 30, 1997 and 1996.
- -------------------------------------------------------------------------- Three Nine Earnings per Share (EPS) for Net Income Months Ended Months Ended September 30, September 30, - -------------------------------------------------------------------------- (Dollars per share of Common Stock) 1997 1996 1997 1996 - -------------------------------------------------------------------------- EPS as reported. . . . . . . . . . . . . . . $ .94 .94 2.23 2.10 Pro forma basic EPS. . . . . . . . . . . . . .94 .94 2.24 2.10 Pro forma diluted EPS. . . . . . . . . . . . .94 .94 2.23 2.10 - --------------------------------------------------------------------------
The FASB issued SFAS No. 130, "Reporting Comprehensive Income," in June 1997. This statement will require the Company to disclose comprehensive income for all periods reported beginning with the quarter ended March 31, 1998. For the three-month and nine-month periods ended September 30, 1997 and 1996, the Company's only item of other comprehensive income as defined by SFAS No. 130 relates to foreign currency translation adjustments. The following table shows the Company's pro forma comprehensive income for these periods.
- -------------------------------------------------------------------------- Three Nine Pro Forma Comprehensive Income Months Ended Months Ended September 30, September 30, - -------------------------------------------------------------------------- (Million of dollars) 1997 1996 1997 1996 - -------------------------------------------------------------------------- Net income . . . . . . . . . . . . . . . . . $ 42.3 42.3 100.5 94.4 Other comprehensive income - net gain (loss) from foreign currency translation, net of taxes. . . . . . . . . . . . . . . . (6.9) 2.4 (14.8) 2.3 - -------------------------------------------------------------------------- Pro forma comprehensive income $ 35.4 44.7 85.7 96.7 ==========================================================================
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTD.) NOTE G - BUSINESS SEGMENTS (UNAUDITED)
Three Months Ended Three Months Ended September 30, 1997 September 30, 1996 - ---------------------------------------------------------------------------- (Millions of dollars) Revenues Income Revenues Income - ---------------------------------------------------------------------------- Exploration and production* United States ...................... $ 66.1 13.5 53.4 11.4 Canada ............................. 44.7 6.4 42.7 7.5 United Kingdom ..................... 30.5 1.8 31.1 1.8 Ecuador ............................ 9.3 3.1 8.8 3.5 Other international ................ .2 (3.7) 2.3 (.4) - ---------------------------------------------------------------------------- 150.8 21.1 138.3 23.8 - ---------------------------------------------------------------------------- Refining, marketing, and transportation United States ...................... 357.9 19.2 322.0 (.8) United Kingdom ..................... 76.1 3.9 83.1 1.2 Canada ............................. 6.6 1.5 6.0 1.5 - ---------------------------------------------------------------------------- 440.6 24.6 411.1 1.9 - ---------------------------------------------------------------------------- 591.4 45.7 549.4 25.7 Intrasegment transfers elimination ... (36.1) - (52.3) - - ---------------------------------------------------------------------------- 555.3 45.7 497.1 25.7 Corporate ............................ 1.1 (3.3) 2.2 (2.9) - ---------------------------------------------------------------------------- Revenues/income from continuing operations before special items ..... 556.4 42.4 499.3 22.8 Refund of U.K. income taxes .......... - 3.2 - - Impairment of long-lived assets ...... - (3.3) - - Gain on sale of U.S. onshore producing properties ................ - - 27.9 17.7 - ---------------------------------------------------------------------------- Revenues/income from continuing operations .......................... 556.4 42.3 527.2 40.5 Income from discontinued operations .. - - - 1.8 - ---------------------------------------------------------------------------- $ 556.4 42.3 527.2 42.3 ============================================================================ Nine Months Ended Nine Months Ended September 30, 1997 September 30, 1996 - ---------------------------------------------------------------------------- (Millions of dollars) Revenues Income Revenues Income - ---------------------------------------------------------------------------- Exploration and production* United States ...................... $ 196.7 34.4 175.6 39.7 Canada ............................. 123.2 15.5 118.3 20.2 United Kingdom ..................... 90.7 10.1 92.7 9.1 Ecuador ............................ 26.1 8.4 24.2 8.3 Other international ................ 1.3 (10.9) 7.6 (2.1) - ---------------------------------------------------------------------------- 438.0 57.5 418.4 75.2 - ---------------------------------------------------------------------------- Refining, marketing, and transportation United States ...................... 1,004.7 37.9 903.2 (4.1) United Kingdom ..................... 195.2 6.0 224.7 .4 Canada ............................. 19.1 4.5 17.0 3.9 - ---------------------------------------------------------------------------- 1,219.0 48.4 1,144.9 .2 - ---------------------------------------------------------------------------- 1,657.0 105.9 1,563.3 75.4 Intrasegment transfers elimination ... (88.2) - (153.7) - - ---------------------------------------------------------------------------- 1,568.8 105.9 1,409.6 75.4 Corporate ............................ 3.6 (5.3) 5.2 (7.5) - ---------------------------------------------------------------------------- Revenues/income from continuing operations before special items...... 1,572.4 100.6 1,414.8 67.9 Refund of U.K. income taxes .......... - 3.2 - - Impairment of long-lived assets ...... - (3.3) - - Gain on sale of U.S. onshore producing properties ................ - - 27.9 17.7 - ---------------------------------------------------------------------------- Revenues/income from continuing operations .......................... 1,572.4 100.5 1,442.7 85.6 Income from discontinued operations .. - - - 8.8 - ---------------------------------------------------------------------------- $ 1,572.4 100.5 1,442.7 94.4 ============================================================================ *Additional details are presented in the tables on page 11.
7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1996 Net income in the third quarter of 1997 totaled $42.3 million, $.94 a share, and included a charge of $3.3 million, $.07 a share, for an impairment of long-lived assets that was nearly offset by a gain of $3.2 million, $.07 a share, from a refund of U.K. income taxes. Earnings before these special items for the current quarter totaled $42.4 million, $.94 a share, which was up 86 percent from the $22.8 million, $.51 a share, of income from continuing operations before special items in the 1996 third quarter. Net income in the third quarter a year ago also totaled $42.3 million, $.94 a share, but included an after-tax gain of $17.7 million, $.39 a share, from sale of onshore producing properties in the U.S. and earnings of $1.8 million, $.04 a share, from the now independent Deltic Timber Corporation. Cash flow from operating activities, excluding changes in noncash working capital items, totaled $124.7 million in the third quarter of 1997, up 28 percent from a year ago. Murphy's worldwide downstream operations earned $24.6 million in the third quarter compared to $1.9 million a year ago, with U.S. downstream operations turning in the best quarter since the fourth quarter of 1988. Earnings from exploration and production operations were $21.1 million compared to $23.8 million in the third quarter of 1996, as record natural gas sales in the U.S. and Canada and a 22-percent increase in crude oil production were offset by lower crude oil sales prices. Exploration and production operations in the U.S. earned $13.5 million compared to $11.4 million in the third quarter of 1996. Operations in Canada earned $6.4 million, down from $7.5 million a year ago, and U.K. operations earned $1.8 million in the current quarter, unchanged from a year ago. Operations in Ecuador earned $3.1 million in the third quarter of 1997 compared to $3.5 million in 1996. Other international operations reported a loss of $3.7 million compared to a $.4 million loss a year earlier, which included the operations of a natural gas field in Spain that ceased production in late 1996. The Company's crude oil and condensate sales prices averaged $18.50 a barrel in the U.S. and $18.58 in the U.K., decreases of 13 percent each. In Canada, sales prices averaged $16.77 a barrel for light oil, down 17 percent, and $10.91 for heavy oil, a decrease of 33 percent. The average sales price for synthetic oil in Canada was $19.27 a barrel, down 11 percent from a year ago. In Ecuador, sales prices averaged $12.53 a barrel, down 24 percent. Total crude oil and gas liquids production averaged 61,194 barrels a day compared to 50,159 in the third quarter of 1996. U.S. production increased nine percent. In Canada, heavy oil production increased 24 percent, light oil production was down 10 percent, and net production of synthetic oil increased 24 percent. Production in the U.K. was up 34 percent, and production in Ecuador increased 36 percent. Murphy's average natural gas sales price in the U.S. was $2.35 a thousand cubic feet (MCF) in the current quarter compared to $2.31 a year ago. The average natural gas sales price in Canada increased from $.87 an MCF to $1.08. Total natural gas sales averaged 284 million cubic feet a day compared to 204 million a year ago. Sales of natural gas in the U.S. averaged 233 million cubic feet a day, up 57 percent from the third quarter of 1996. Exploration expenses totaled $19.7 million in the current quarter compared to $19 million in 1996. The tables on page 11 provide additional details of the results of exploration and production operations for the third quarter of each year. Refining, marketing, and transportation operations in the U.S. had earnings of $19.2 million compared to a loss of $.8 million a year ago. Average gross margins per barrel of products sold were strong until late in the current quarter, and sales of refined products set a quarterly record at 161,321 barrels a day. The U.S. results included after-tax benefits of $.9 million in 1997 and $2.3 million in 1996 related to crude oil swap agreements. Operations in the U.K. earned $3.9 million compared to $1.2 million in the third quarter of 1996. Earnings from purchasing, transporting, and reselling crude oil in Canada were $1.5 million in the current quarter, unchanged from a year ago. The Company's refinery crude runs worldwide were 164,274 barrels a day compared to 162,415 in the third quarter of 1996. Worldwide petroleum product sales were 195,820 barrels a day, up from 177,176 a year ago. Corporate functions reflected a loss of $3.3 million in the current quarter compared to a loss of $2.9 million in the third quarter of 1996. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTD.) RESULTS OF OPERATIONS (CONTD.) NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1996 For the first nine months of 1997, net income totaled $100.5 million, $2.23 a share, including the net charge of $.1 million in the third quarter for the previously mentioned special items. For the first nine months of 1996, income from continuing operations before special items totaled $67.9 million, $1.51 a share. Net income for the nine months ended September 30, 1996 totaled $94.4 million, $2.10 a share, and included the after-tax gain of $17.7 million, $.39 a share, from sale of onshore producing properties in the U.S. and earnings of $8.8 million, $.20 a share, from Deltic Timber Corporation. The 48-percent increase in income from continuing operations before special items was primarily due to the Company's worldwide downstream operations, which earned $48.4 million in the first nine months of 1997 compared to only $.2 million a year ago, with the increase mainly attributable to a $42 million improvement in the U.S. Earnings from exploration and production operations decreased $17.7 million as the effects of higher exploration expenses and lower U.S. natural gas prices more than offset higher U.S. natural gas sales and higher crude oil production. Corporate functions reflected a loss of $5.3 million for the 1997 period compared to a loss of $7.5 million a year earlier. Earnings from exploration and production operations for the nine months ended September 30, 1997 were $57.5 million, down from $75.2 million in 1996. Operations in the U.S. earned $34.4 million for the first nine months of 1997 compared to $39.7 million in the prior period, and Canadian operations earned $15.5 million compared to $20.2 million in 1996. Increased earnings from the prior year occurred in the U.K., up $1 million to $10.1 million, and in Ecuador, up $.1 million to $8.4 million. Other international operations reported losses of $10.9 million in the first nine months of 1997 and $2.1 million in the 1996 period; higher exploration expenses and the cessation of production in Spain accounted for the increased loss. The Company's crude oil and condensate sales prices averaged $19.56 a barrel in the U.S., up one percent, and $19.12 in the U.K., down six percent. In Canada, sales prices averaged $17.94 a barrel for light oil, down six percent from last year; $11.43 for heavy oil, down 20 percent; and $20.14 for synthetic oil, down one percent. The average crude oil sales price in Ecuador was $12.63 a barrel, down 18 percent. Crude oil and gas liquids production for the first nine months of 1997 averaged 56,870 barrels a day compared to 53,319 during the same period of 1996. Crude oil production in Ecuador was up 32 percent to 7,631 barrels a day, and heavy oil production in Canada increased 18 percent to 11,238. U.S. crude oil and gas liquids production of 11,128 barrels a day was down nine percent, primarily due to the sale of onshore producing properties in 1996. In other areas, production averaged 3,972 barrels a day for Canadian light oil, down 15 percent; 8,942 for Canadian synthetic crude, up eight percent; and 13,959 for crude oil and gas liquids in the U.K., also up eight percent. Natural gas sales prices for the first nine months of 1997 averaged $2.37 an MCF in the U.S., down six percent; $1.32 in Canada, up 33 percent; and $2.54 in the U.K., down two percent. Total natural gas sales averaged 268 million cubic feet a day in 1997 compared to 222 million in 1996. Sales of natural gas in the U.S. averaged 212 million cubic feet a day, up 34 percent. In other areas, average natural gas sales increased five percent in Canada but were down 10 percent in the U.K. Natural gas production in Spain ceased at the end of 1996. Exploration expenses totaled $71.5 million for the nine months ended September 30, 1997 compared to $43.9 million a year ago. Exploration expenses were down in the U.K., but were up in the U.S., Canada, and other international areas. The tables on page 11 provide additional details of the results of exploration and production operations for the first nine months of each year. Refining, marketing, and transportation operations in the U.S. benefited from improved margins as well as higher volumes in the first nine months of 1997 and reported earnings of $37.9 million compared to a loss of $4.1 million for the same period last year. The U.S. results included after-tax benefits of $5 million in 1997 and $4.6 million in 1996 related to crude oil swap agreements. Operations in the U.K. earned $6 million in the nine months ended September 30, 1997 compared to $.4 million in the prior year. Earnings from purchasing, transporting, and reselling crude oil in Canada were $4.5 million in the current nine-month period compared to $3.9 million a year ago. The Company's refinery crude runs worldwide for the 1997 period were 159,583 barrels a day compared to 155,704 a year ago. Petroleum product sales worldwide were 178,355 barrels a day, up from 167,954 in 1996. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTD.) FINANCIAL CONDITION Cash provided by continuing operations was $315 million for the first nine months of 1997 compared to $322.7 million for the same period in 1996. Changes in operating working capital other than cash and cash equivalents required cash of $21.4 million for the first nine months of 1997 but provided cash of $45.5 million for the 1996 period. Cash provided by operating activities was reduced by expenditures for refinery turnarounds and abandonment of oil and gas properties totaling $12.7 million in the current year and $8.9 million in 1996. Investing activities included $51.7 million provided by proceeds from the sale of property, plant, and equipment in 1996, primarily from the sale of U.S. onshore producing properties, compared to $14.3 million in the 1997 period. Predominant uses of cash in both years were for capital expenditures (which, including amounts expensed, are summarized in the following table) and payment of dividends.
-------------------------------------------------------------------------- Capital Expenditures Nine Months Ended September 30, -------------------------------------------------------------------------- (Millions of dollars) 1997 1996 -------------------------------------------------------------------------- Exploration and production. . . . . . . . . . . . $ 312.1 263.5 Refining, marketing, and transportation . . . . . 22.3 25.1 Corporate . . . . . . . . . . . . . . . . . . . . 1.2 .6 -------------------------------------------------------------------------- $ 335.6 289.2 ==========================================================================
Working capital at September 30, 1997 was $31.8 million, down $24.4 million from December 31, 1996. This level of working capital does not fully reflect the Company's liquidity position, because the lower historical costs assigned to inventories under LIFO accounting were $89.9 million below current costs at September 30, 1997. At September 30, 1997, long-term nonrecourse debt of a subsidiary was $180.3 million, down slightly from December 31, 1996 due to changes in foreign currency exchange rates. Notes payable and capitalized lease obligations of $29.6 million were up $8.7 million due to additional borrowing for certain oil and gas development projects. A summary of capital employed at September 30, 1997 and December 31, 1996 follows.
-------------------------------------------------------------------------- Capital Employed September 30, 1997 December 31, 1996 -------------------------------------------------------------------------- (Millions of dollars) Amount % Amount % -------------------------------------------------------------------------- Notes payable and capitalized lease obligations. . . . . . . . . . . . . $ 29.6 2 20.9 2 Nonrecourse debt of a subsidiary. . . 180.3 14 180.9 15 Stockholders' equity. . . . . . . . . 1,069.7 84 1,027.5 83 -------------------------------------------------------------------------- $ 1,279.6 100 1,229.3 100 ==========================================================================
10
OIL AND GAS OPERATING RESULTS* (UNAUDITED) - ------------------------------------------------------------------------------ United Synthetic United King- Ecua- Oil - (Millions of dollars) States Canada dom dor Other Canada Total - ------------------------------------------------------------------------------ THREE MONTHS ENDED SEPTEMBER 30, 1997 Oil and gas sales and operating revenues . . . $ 66.1 26.3 30.5 9.3 .2 18.4 150.8 Production costs . . . . . 11.8 9.8 6.9 2.8 - 10.1 41.4 Depreciation, depletion, and amortization. . . . . 22.2 8.2 11.9 2.9 - 1.8 47.0 Exploration expenses Dry hole costs . . . . . 1.9 .6 4.4 - .8 - 7.7 Geological and geophysical costs . . . . . . . . . 3.1 1.0 1.2 - 1.6 - 6.9 Other costs . . . . . . .6 .3 .4 - 1.1 - 2.4 - ------------------------------------------------------------------------------ 5.6 1.9 6.0 - 3.5 - 17.0 Undeveloped lease amortization . . . . . 1.6 1.0 - - .1 - 2.7 - ------------------------------------------------------------------------------ Total exploration expenses 7.2 2.9 6.0 - 3.6 - 19.7 - ------------------------------------------------------------------------------ Selling and general expenses. . . . . . . . . 4.0 1.3 .7 .1 .6 .1 6.8 Income tax provisions (benefits). . . . . . . . 7.4 1.7 3.2 .4 (.3) 2.4 14.8 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 13.5 2.4 1.8 3.1 (3.7) 4.0 21.1 ============================================================================== THREE MONTHS ENDED SEPTEMBER 30, 1996 Oil and gas sales and operating revenues. . . . $ 53.4 26.2 31.1 8.8 2.3 16.5 138.3 Production costs . . . . . 9.2 8.5 6.7 2.8 .1 9.3 36.6 Depreciation, depletion, and amortization. . . . . 13.8 6.4 8.3 2.2 1.4 1.4 33.5 Exploration expenses Dry hole costs . . . . . 2.2 - 5.7 - - - 7.9 Geological and geophysical costs . . . . . . . . . 4.6 1.4 .6 - .3 - 6.9 Other costs . . . . . . 1.0 .1 .5 - .4 - 2.0 - ------------------------------------------------------------------------------ 7.8 1.5 6.8 - .7 - 16.8 Undeveloped lease amortization . . . . . 1.4 .8 - - - - 2.2 - ------------------------------------------------------------------------------ Total exploration expenses 9.2 2.3 6.8 - .7 - 19.0 - ------------------------------------------------------------------------------ Selling and general expenses. . . . . . . . . 3.5 1.4 .7 - .3 .1 6.0 Income tax provisions. . . 6.3 3.6 6.8 .3 .2 2.2 19.4 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 11.4 4.0 1.8 3.5 (.4) 3.5 23.8 ============================================================================== NINE MONTHS ENDED SEPTEMBER 30, 1997 Oil and gas sales and operating revenues. . . . $196.7 74.0 90.7 26.1 1.3 49.2 438.0 Production costs . . . . . 33.5 28.0 25.0 8.4 - 28.2 123.1 Depreciation, depletion, and amortization. . . . . 59.4 22.7 33.5 8.3 - 4.8 128.7 Exploration expenses Dry hole costs . . . . . 25.5 3.1 5.0 - 3.3 - 36.9 Geological and geophysical costs . . . . . . . . . 8.6 5.6 1.4 - 4.4 - 20.0 Other costs . . . . . . 1.7 .6 1.5 - 3.0 - 6.8 - ------------------------------------------------------------------------------ 35.8 9.3 7.9 - 10.7 - 63.7 Undeveloped lease amortization . . . . . 5.0 2.7 - - .1 - 7.8 - ------------------------------------------------------------------------------ Total exploration expenses 40.8 12.0 7.9 - 10.8 - 71.5 - ------------------------------------------------------------------------------ Selling and general expenses. . . . . . . . . 10.6 3.9 1.8 .3 1.5 .1 18.2 Income tax provisions (benefits). . . . . . . . 18.0 2.0 12.4 .7 (.1) 6.0 39.0 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 34.4 5.4 10.1 8.4 (10.9) 10.1 57.5 ============================================================================== NINE MONTHS ENDED SEPTEMBER 30, 1996 Oil and gas sales and operating revenues. . . . $175.6 72.5 92.7 24.2 7.6 45.8 418.4 Production costs . . . . . 35.0 22.6 23.3 8.5 .7 28.4 118.5 Depreciation, depletion, and amortization. . . . . 45.8 18.4 29.3 6.5 4.5 4.1 108.6 Exploration expenses Dry hole costs . . . . . 7.4 .7 9.4 - - - 17.5 Geological and geophysical costs . . . . . . . . . 8.0 2.7 1.7 - .9 - 13.3 Other costs . . . . . . 2.4 .4 1.3 - 2.0 - 6.1 - ------------------------------------------------------------------------------ 17.8 3.8 12.4 - 2.9 - 36.9 Undeveloped lease amortization . . . . . 4.8 2.2 - - - - 7.0 - ------------------------------------------------------------------------------ Total exploration expenses 22.6 6.0 12.4 - 2.9 - 43.9 - ------------------------------------------------------------------------------ Selling and general expenses. . . . . . . . . 10.1 4.0 2.2 .1 .9 .1 17.4 Income tax provisions. . . 22.4 9.5 16.4 .8 .7 5.0 54.8 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 39.7 12.0 9.1 8.3 (2.1) 8.2 75.2 ============================================================================== *Excludes special items.
11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company and its subsidiaries are engaged in a number of legal proceedings, all of which the Company considers routine and incidental to its business and none of which is material as defined by the rules and regulations of the U.S. Securities and Exchange Commission. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The Exhibit Index on page 13 of this Form 10-Q report lists the exhibits that are hereby filed or incorporated by reference. (b) No reports on Form 8-K have been filed for the quarter covered by this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MURPHY OIL CORPORATION (Registrant) By /s/ Ronald W. Herman -------------------- Ronald W. Herman, Controller (Chief Accounting Officer and Duly Authorized Officer) November 12, 1997 (Date) 12 EXHIBIT INDEX Exhibit Page Number or No. Incorporation by Reference to - ------- ----------------------------- 3.1 Certificate of Incorporation of Exhibit 3.1, Page Ex. 3.1-1, Murphy Oil Corporation as of of Murphy's Annual Report on September 25, 1986 Form 10-K for the year ended December 31, 1996 3.2 Bylaws of Murphy Oil Corporation Exhibit 3.3, Page Ex. 3.3-1, at October 4, 1995 of Murphy's Annual Report on Form 10-K for the year ended December 31, 1995 4 Instruments Defining the Rights of Security Holders. Murphy is party to several long-term debt instruments, none of which authorizes securities that exceed 10 percent of the total assets of Murphy and its subsidiaries on a consolidated basis. Pursuant to Regulation S-K, item 601(b), paragraph 4(iii)(A), Murphy agrees to furnish a copy of each such instrument to the Securities and Exchange Commission upon request. 4.1 Rights Agreement dated as of December Exhibit 4.1, Page Ex. 4.1-0, 6, 1989 between Murphy Oil Corporation of Murphy's Annual Report on and Harris Trust Company of New York, Form 10-K for the year ended as Rights Agent December 31, 1994 10.1 1987 Management Incentive Plan (adopted Exhibit 10.2, Page Ex. 10.2-0, May 13, 1987, amended February 1, 1990 of Murphy's Annual Report on retroactive to February 3, 1988) Form 10-K for the year ended December 31, 1994 10.2 1992 Stock Incentive Plan amended Exhibit 10.2, Page Ex. 10.2-1, May 14, 1997 of Murphy's Report on Form 10-Q for the quarterly period ended June 30, 1997 10.3 Employee Stock Purchase Plan Exhibit 99.01 of Murphy's Form S-8 Registration Statement under the Securities Act of 1933 dated May 19, 1997 27 Financial Data Schedule for the nine Included only in electronic months ended September 30, 1997 filing Exhibits other than those listed above have been omitted since they either are not required or are not applicable. 13
 

5 THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY UNAUDITED FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1997, AND THE CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS THEN ENDED OF MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 SEP-30-1997 69,571 0 259,315 15,320 145,545 515,989 4,331,713 2,691,741 2,222,971 484,211 209,876 0 0 48,775 1,020,917 2,222,971 1,527,914 1,572,354 1,287,494 1,287,494 76,608 0 81 160,480 59,983 100,497 0 0 0 100,497 2.23 2.23