============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2000 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 June 30, 2000, was 45,031,138. ============================================================================== PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED BALANCE SHEETS (Thousands of dollars) (Unaudited) June 30, December 31, 2000 1999 --------- ----------- ASSETS Current assets Cash and cash equivalents $ 102,512 34,132 Accounts receivable, less allowance for doubtful accounts of $8,500 in 2000 and $8,298 in 1999 390,141 357,472 Inventories Crude oil and blend stocks 90,290 61,853 Finished products 77,218 50,572 Materials and supplies 41,342 39,218 Prepaid expenses 35,103 28,145 Deferred income taxes 23,079 21,720 --------- --------- Total current assets 759,685 593,112 Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $3,046,803 in 2000 and $3,007,578 in 1999 1,838,758 1,782,741 Deferred charges and other assets 66,499 69,655 --------- --------- Total assets $2,664,942 2,445,508 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of long-term debt $ 69 71 Accounts payable and accrued liabilities 529,048 449,269 Income taxes 78,639 38,295 --------- --------- Total current liabilities 607,756 487,635 Notes payable 258,000 248,569 Nonrecourse debt of a subsidiary 139,288 144,595 Deferred income taxes 167,145 154,109 Reserve for dismantlement costs 156,161 158,377 Reserve for major repairs 28,458 22,099 Deferred credits and other liabilities 176,547 172,952 Stockholders' equity 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 513,814 512,488 Retained earnings 702,052 601,956 Accumulated other comprehensive loss - foreign currency translation (33,201) (4,984) Unamortized restricted stock awards (1,984) (2,328) Treasury stock, 3,744,176 shares of Common Stock in 2000, 3,777,319 shares in 1999, at cost (97,869) (98,735) --------- --------- Total stockholders' equity 1,131,587 1,057,172 --------- --------- Total liabilities and stockholders' equity $2,664,942 2,445,508 ========= ========= See Notes to Consolidated Financial Statements, page 4. The Exhibit Index is on page 15. 1 Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Thousands of dollars, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, ------------------- --------------------- 2000 1999 2000 1999 ------- ------- --------- ------- REVENUES Crude oil and natural gas sales $180,007 100,673 325,421 184,736 Petroleum product sales 684,081 340,675 1,253,512 545,822 Other operating revenues 9,951 8,614 22,563 22,283 Interest and other nonoperating revenues 4,357 529 5,566 1,916 ------- ------- --------- ------- Total revenues 878,396 450,491 1,607,062 754,757 ------- ------- --------- ------- COSTS AND EXPENSES Crude oil, products and related operating expenses 644,194 334,985 1,178,775 555,000 Exploration expenses, including undeveloped lease amortization 20,860 13,694 68,718 40,033 Selling and general expenses 20,781 16,902 38,641 33,428 Depreciation, depletion and amortization 50,735 50,445 103,584 97,040 Provision for reduction in force - - - 1,513 Interest expense 6,779 7,701 13,572 13,317 Interest capitalized (3,541) (1,435) (6,739) (2,580) ------- ------- --------- ------- Total costs and expenses 739,808 422,292 1,396,551 737,751 ------- ------- --------- ------- Income before income taxes 138,588 28,199 210,511 17,006 Federal and state income tax expense 19,403 3,120 14,628 114 Foreign income tax expense 35,013 9,359 64,278 7,870 ------- ------- --------- ------- NET INCOME $ 84,172 15,720 131,605 9,022 ======= ======= ========= ======= Net income per Common share - basic $ 1.87 .35 2.92 .20 ======= ======= ========= ======= Net income per Common share - diluted $ 1.86 .35 2.91 .20 ======= ======= ========= ======= Cash dividends per Common share $ .35 .35 .70 .70 ======= ======= ========= ======= Average Common shares outstanding - basic 45,021,888 44,963,681 45,015,956 44,959,429 Average Common shares outstanding - diluted 45,255,936 45,035,215 45,203,079 44,981,607 Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Thousands of dollars) Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------- 2000 1999 2000 1999 ------ ------ ------- ------ Net income $ 84,172 15,720 131,605 9,022 Other comprehensive income (loss) - net gain (loss) from foreign currency translation (23,571) 3,335 (28,217) 1,107 ------ ------ ------- ------ COMPREHENSIVE INCOME $ 60,601 19,055 103,388 10,129 ====== ====== ======= ====== See Notes to Consolidated Financial Statements, page 4. 2 Murphy Oil Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Thousands of dollars) Six Months Ended June 30, ----------------- 2000 1999 ------- ------- OPERATING ACTIVITIES Net income $ 131,605 9,022 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 103,584 97,040 Provisions for major repairs 11,442 8,337 Expenditures for major repairs and dismantlement costs (6,358) (40,771) Exploratory expenditures charged against income 62,486 34,511 Amortization of undeveloped leases 6,232 5,522 Deferred and noncurrent income tax charges 17,782 13,622 Pretax gains from disposition of assets (2,872) (280) Other - net 4,340 6,571 ------- ------- 328,241 133,574 Net (increase) decrease in operating working capital other than cash and cash equivalents 21,930 (33,396) Other adjustments related to operating activities 5,167 (8,858) ------- ------- Net cash provided by operating activities 355,338 91,320 ------- ------- INVESTING ACTIVITIES Capital expenditures requiring cash (264,365) (187,082) Proceeds from sale of property, plant and equipment 8,047 2,355 Other investing activities - net (67) (1,428) ------- ------- Net cash required by investing activities (256,385) (186,155) ------- ------- FINANCING ACTIVITIES Increase in notes payable 9,429 152,630 Decrease in nonrecourse debt of a subsidiary (5,307) (6,586) Cash dividends paid (31,509) (31,469) Other financing activities - net 322 (2,080) ------- ------- Net cash provided (required) by financing activities (27,065) 112,495 ------- ------- Effect of exchange rate changes on cash and cash equivalents (3,508) (1,036) ------- ------- Net increase in cash and cash equivalents 68,380 16,624 Cash and cash equivalents at January 1 34,132 28,271 ------- ------- Cash and cash equivalents at June 30 $ 102,512 44,895 ======= ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES Cash income taxes paid (refunded) $ 7,140 (5,976) Interest paid, net of amounts capitalized 6,052 7,931 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 Form 10-Q report. NOTE A - INTERIM FINANCIAL STATEMENTS The consolidated financial statements of the Company presented herein have not been audited by independent auditors, except for the Consolidated Balance Sheet at December 31, 1999. In the opinion of Murphy's management, the unaudited financial statements presented herein include all accruals necessary to present fairly the Company's financial position at June 30, 2000, and the results of operations and cash flows for the three-month and six-month periods ended June 30, 2000 and 1999, in conformity with generally accepted accounting principles. Financial statements and notes to consolidated financial statements included in this Form 10-Q report should be read in conjunction with the Company's 1999 Form 10-K report, as certain notes and other pertinent information have been abbreviated or omitted in this report. Financial results for the six months ended June 30, 2000 are not necessarily indicative of future results. NOTE B - ENVIRONMENTAL CONTINGENCIES The Company's operations are subject to numerous laws and regulations intended to protect the environment and/or impose remedial obligations. The Company is also involved in personal injury and property damage claims, allegedly caused by exposure to or by the release or disposal of materials manufactured or used in the Company's operations. The Company operates or has previously operated certain sites and facilities, including refineries, oil and gas fields, gasoline stations, and terminals, for which known or potential obligations for environmental remediation exist. Under the Company's accounting policies, an environmental liability is recorded when an obligation is 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 is used. Recorded liabilities are reviewed quarterly. Actual cash expenditures often occur one or more years after a liability is recognized. 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. The Company has received notices from the U.S. Environmental Protection Agency (EPA) that it is currently considered a Potentially Responsible Party (PRP) at three Superfund sites and has also been assigned responsibility by defendants at another Superfund site. The potential total cost to all parties to perform necessary remedial work at these sites may be substantial. Based on currently available information, the Company has reason to believe that it is a "de minimus" party as to ultimate responsibility at the four sites. The Company does not expect that its related remedial costs will be material to its financial condition or its results of operations, and it has not provided a reserve for remedial costs on Superfund sites. 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. On June 29, 2000, the U.S. Government and the State of Wisconsin each filed a lawsuit against Murphy in the U.S. District Court for the Western District of Wisconsin. The suits, arising out of a 1998 compliance inspection, include claims for alleged violations of federal and state environmental laws at Murphy's Superior, Wisconsin refinery. The suits seek compliance as well as substantial monetary penalties. The Company believes it has valid defenses to these allegations and plans a vigorous defense. While no assurance can be given, the Company does not believe that these or other known environmental matters will have a material adverse effect on its financial condition. There is the possibility that expenditures could be required at currently unidentified sites, and new or revised regulations could require additional expenditures at known sites. Such expenditures could materially affect the results of operations in a future period. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTD.) NOTE B - ENVIRONMENTAL CONTINGENCIES (CONTD.) Certain environmental expenditures are likely to be recovered by the Company from other sources, primarily environmental funds maintained by certain states. Since no assurance can be given that future recoveries from other sources will occur, the Company has not recognized a benefit for likely recoveries at June 30, 2000. NOTE C - OTHER CONTINGENCIES The Company's operations and earnings have been and may be affected by various other forms of governmental action both in the United States and throughout the world. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; import and export controls; price controls; currency controls; allocation of supplies of crude oil and petroleum products and other goods; expropriation of property; restrictions and preferences affecting the issuance of oil and gas or mineral leases; restrictions on drilling and/or production; laws and regulations intended for the promotion of safety; governmental support for other forms of energy; and laws and regulations affecting the Company's relationships with employees, suppliers, customers, stockholders and others. Because governmental actions are often motivated by political considerations, 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. 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 considered material. In the normal course of its business, 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 June 30, 2000, the Company had contingent liabilities of $55.4 million on outstanding letters of credit and $71 million under certain financial guarantees. NOTE D - DERIVATIVE INSTRUMENTS The Company uses derivative instruments on a limited basis to manage certain risks related to interest rates, foreign currency exchange rates and commodity prices. Instruments that reduce the exposure of assets, liabilities or anticipated transactions to interest rate, currency or price risks are accounted for as hedges. Gains or losses on derivatives that cease to qualify as hedges are recognized in income or expense. 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 trading purposes, and it does not use derivatives with leveraged or complex features. Derivative instruments are traded either with creditworthy major financial institutions or over national exchanges. Murphy uses interest rate swap agreements to convert certain variable rate long-term debt to fixed rates. Under the accrual/settlement method of accounting, the Company records the net amount to be received or paid under the swap agreements as part of "Interest Expense" in the Consolidated Statements of Income. If the Company should terminate an interest rate swap prior to maturity, any cash paid or received as settlement would be deferred and recognized as an adjustment to "Interest Expense" over the shorter of the remaining life of the debt or the remaining contractual life of the swap. The Company periodically uses crude oil swap agreements to reduce a portion of the financial exposure of its U.S. refineries to crude oil price movements. Unrealized gains or losses on such swap contracts are generally deferred and recognized in connection with the associated crude oil purchase. If conditions indicate that the market price of finished products would not allow for recovery of the costs of the finished products, including any unrealized loss on the crude oil swap, a liability will be provided for the nonrecoverable portion of the unrealized swap loss. The Company records the pretax contract results in "Crude Oil, Products and Related Operating Expenses" in the Consolidated Statements of Income. 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTD.) NOTE D - DERIVATIVE INSTRUMENTS (CONTD.) The Company periodically uses natural gas swap agreements to reduce a portion of the financial exposure of its Meraux, Louisiana refinery to fluctuations in the price of future natural gas fuel purchases. Unrealized gains or losses on such swap contracts are deferred and recognized in connection with the associated fuel purchases. The Company records the pretax contract results in "Crude Oil, Products and Related Operating Expenses" in the Consolidated Statements of Income. NOTE E - EARNINGS PER SHARE Net income was used as the numerator in computing both basic and diluted income per Common share for the three-month and six-month periods ended June 30, 2000 and 1999. The following table reconciles the weighted-average shares outstanding used for these computations. --------------------------------------------------------------------------- Reconciliation of Shares Three Months Ended Six Months Ended Outstanding June 30, June 30, --------------------------------------------------------------------------- (Weighted-average shares) 2000 1999 2000 1999 --------------------------------------------------------------------------- Basic method . . . . . . . . 45,021,888 44,963,681 45,015,956 44,959,429 Dilutive stock options . . . 234,048 71,534 187,123 22,178 --------------------------------------------------------------------------- Diluted method 45,255,936 45,035,215 45,203,079 44,981,607 =========================================================================== The computations of earnings per share in the Consolidated Statements of Income did not consider outstanding options at the end of the periods of 73,500 shares for the three-month period of 2000, 687,750 shares for the three-month period of 1999, 147,000 shares for the six-month period of 2000, and 1,008,250 shares for the six-month period of 1999 because the effects of these options would have improved the Company's earnings per share. Average exercise prices per share of the options not used were $65.49, $53.33, $62.97 and $47.72, respectively. NOTE F - PROVISION FOR REDUCTION IN FORCE In early 1999, the Company offered enhanced voluntary retirement benefits to eligible exploration, production and administrative employees in its New Orleans and Calgary offices and severed certain other employees at these locations. The voluntary retirements and severances reduced the Company's work force by 31 employees, and a "Provision for Reduction in Force" of $1.5 million was recorded in the Consolidated Statement of Income for the six months ended June 30, 1999. The provision included additional deferred benefit plan expense of $1 million and severance and other costs of $.5 million, the latter of which was essentially all paid during 1999. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTD.) NOTE G - BUSINESS SEGMENTS (unaudited) Three Mos. Ended June 30, 2000 Total Assets ------------------------------ at June 30, External Interseg. Income (Millions of dollars) 2000 Revenues Revenues (Loss) - ---------------------------------------------------------------------------- Exploration and production* United States $ 402.9 45.0 17.6 20.0 Canada 796.5 68.0 23.4 29.1 United Kingdom 286.7 54.8 - 21.6 Ecuador 60.5 10.2 - 5.8 Other 8.6 .6 - (9.3) - ---------------------------------------------------------------------------- Total 1,555.2 178.6 41.0 67.2 - ---------------------------------------------------------------------------- Refining, marketing and transportation United States 626.8 592.6 .1 14.5 United Kingdom 211.5 95.4 - 5.7 Canada 98.5 7.4 .2 2.3 - ---------------------------------------------------------------------------- Total 936.8 695.4 .3 22.5 - ---------------------------------------------------------------------------- Total operating segments 2,492.0 874.0 41.3 89.7 Corporate and other 172.9 4.4 - (5.5) - ---------------------------------------------------------------------------- Total consolidated $ 2,664.9 878.4 41.3 84.2 ============================================================================ Three Mos. Ended June 30, 1999 ------------------------------ External Interseg. Income (Millions of dollars) Revenues Revenues (Loss) - ---------------------------------------------------------------------------- Exploration and production* United States $ 36.6 10.5 7.8 Canada 34.9 13.1 8.4 United Kingdom 21.8 6.0 3.4 Ecuador 7.0 - 3.1 Other .3 - (2.6) - ---------------------------------------------------------------------------- Total 100.6 29.6 20.1 - ---------------------------------------------------------------------------- Refining, marketing and transportation United States 280.3 1.1 (1.4) United Kingdom 61.6 - 2.5 Canada 7.5 .1 2.1 - ---------------------------------------------------------------------------- Total 349.4 1.2 3.2 - ---------------------------------------------------------------------------- Total operating segments 450.0 30.8 23.3 Corporate and other .5 - (7.6) - ---------------------------------------------------------------------------- Total consolidated $ 450.5 30.8 15.7 ============================================================================ Six Mos. Ended June 30, 2000 ----------------------------- External Interseg. Income (Millions of dollars) Revenues Revenues (Loss) - ---------------------------------------------------------------------------- Exploration and production* United States $ 81.9 36.1 13.9 Canada 118.2 53.2 54.5 United Kingdom 100.8 11.6 44.0 Ecuador 23.8 - 14.9 Other 1.3 - (10.8) - ---------------------------------------------------------------------------- Total 326.0 100.9 116.5 - ---------------------------------------------------------------------------- Refining, marketing and transportation United States 1,067.2 .8 12.9 United Kingdom 194.1 - 10.6 Canada 14.2 .3 3.8 - ---------------------------------------------------------------------------- Total 1,275.5 1.1 27.3 - ---------------------------------------------------------------------------- Total operating segments 1,601.5 102.0 143.8 Corporate and other 5.6 - (12.2) - ---------------------------------------------------------------------------- Total consolidated $ 1,607.1 102.0 131.6 ============================================================================ Six Mos. Ended June 30, 1999 ----------------------------- External Interseg. Income (Millions of dollars) Revenues Revenues (Loss) - ---------------------------------------------------------------------------- Exploration and production* United States $ 69.5 17.9 3.1 Canada 61.6 21.4 8.6 United Kingdom 44.9 6.0 4.9 Ecuador 11.7 - 4.1 Other .9 - (3.8) - ---------------------------------------------------------------------------- Total 188.6 45.3 16.9 - ---------------------------------------------------------------------------- Refining, marketing and transportation United States 442.9 2.1 (1.4) United Kingdom 107.5 - 3.8 Canada 13.9 .2 3.7 - ---------------------------------------------------------------------------- Total 564.3 2.3 6.1 - ---------------------------------------------------------------------------- Total operating segments 752.9 47.6 23.0 Corporate and other 1.9 - (14.0) - ---------------------------------------------------------------------------- Total consolidated $ 754.8 47.6 9.0 ============================================================================ *Additional details about results of operations, excluding special items, are presented in the tables on page 12. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999 Income before a special item in the second quarter of 2000 totaled a Company record $82.7 million, $1.83 a diluted share, compared to earnings of $15.7 million, $.35 a diluted share, in the second quarter of 1999. Including a special gain on sale of assets of $1.5 million or $.03 a diluted share, net income for the second quarter of 2000 totaled $84.2 million, $1.86 a diluted share. A combination of strong worldwide oil prices, improved North American natural gas prices and healthier U.S. downstream margins propelled the Company to an all-time high for quarterly net income. The Company's average worldwide crude oil price improved 78% over the prior year, while the average sales price for natural gas increased by almost 60% in North America. Downstream operations made a significant contribution to Murphy's results as U.S. finished product margins rebounded nicely in the second quarter from depressed levels earlier in the year. The Company's natural gas sales in Canada set a record due to start-up of production from recent discoveries in western Canada. Murphy's exploration and production operations earned a record $67.2 million in the second quarter of 2000 compared to $20.1 million in the same quarter of 1999. Exploration and production operations in the United States earned $20 million compared to $7.8 million in the second quarter of 1999. Operations in Canada earned $29.1 million compared to $8.4 million a year ago, and U.K. operations earned $21.6 million compared to $3.4 million. Operations in Ecuador earned $5.8 million in the second quarter of 2000 compared to $3.1 million a year ago. Other international operations reported a loss of $9.3 million compared to a $2.6 million loss a year earlier. The Company's worldwide crude oil and condensate sales prices averaged $25.83 a barrel in the current quarter compared to $14.50 a year ago. Crude oil and condensate sales prices averaged $28.54 a barrel in the United States, up 78%, and $28.04 in the United Kingdom, up 83%. In Canada, sales prices averaged $26.14 a barrel for light oil, up 70% from last year; $19.41 for heavy oil, up 78%; $27.86 for production from the offshore Hibernia field, up 91%; and $28.18 for synthetic oil, up 66%. The average crude oil sales price in Ecuador was $19.54 a barrel, up 86%. Total crude oil and gas liquids production averaged 66,131 barrels a day compared to 65,547 in the second quarter of 1999. Production increased 2,841 barrels a day or 42% at Hibernia, 1,934 or 23% for Canadian heavy oil and 1,292 or 7% in the United Kingdom. In other areas, production decreased 2,108 barrels a day or 24% in the United States, 1,656 or 15% for synthetic oil in Canada, 1,147 or 16% for crude oil in Ecuador and 572 or 16% for Canadian light oil. In the current quarter, natural gas sales prices averaged $3.43 a thousand cubic feet (MCF) in the United States, up 61%; $2.81 in Canada, up 62%; and $1.70 in the United Kingdom, up 23%. Total natural gas sales averaged 230 million cubic feet a day in the current quarter compared to 246 million a year ago. Sales of natural gas in the United States averaged 151 million cubic feet a day, down from 183 million in the second quarter of 1999 as a result of a decrease in production from mature fields in the Gulf of Mexico. Canadian natural gas sales averaged 70 million cubic feet a day in the current quarter, an increase of 26%, and U.K. sales were 9 million, up 22%. Exploration expenses totaled $20.8 million compared to $13.7 million in 1999. Exploration efforts in the second quarter were primarily focused on wells to be drilled later this year in the deepwater Gulf of Mexico and offshore Malaysia and Nova Scotia. The tables on page 12 provide additional details of the results of exploration and production operations for the second quarter of each year. Earnings from Murphy's downstream operations for the three months ended June 30, 2000 were $22.5 million, up from $3.2 million in 1999. Refining, marketing and transportation operations in the United States reported earnings of $14.5 million compared to a loss of $1.4 million a year ago. Operations in the United Kingdom earned $5.7 million compared to $2.5 million in the second quarter of 1999. Earnings from purchasing, transporting and reselling crude oil in Canada were $2.3 million in the 2000 quarter compared to $2.1 million in last year's second quarter. Refinery crude runs worldwide for the quarter reached an all-time high of 173,168 barrels a day compared to 161,321 in the second quarter of 1999; this increase was caused by record throughputs at the Company's Meraux, Louisiana refinery. Worldwide refined product sales were also a record at 180,733 barrels a day compared to 163,663 a year ago. Corporate functions, which include interest income and expense and corporate overhead not allocated to operating functions, reflected a loss of $7 million before special items in the current quarter compared to a loss of $7.6 million in the second quarter of 1999. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTD.) RESULTS OF OPERATIONS (CONTD.) SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999 For the first six months of 2000, the Company's net income totaled $131.6 million, $2.91 a diluted share, compared to $9 million, $.20 a share, a year ago. The current six-month period included the special after-tax gain of $1.5 million, $.03 a diluted share, from the sale of assets, while the same period a year ago included a special after-tax charge of $1 million, $.02 a share, for a reduction in force. Year-to-date earnings from exploration and production operations were up $99.6 million over the prior year, mainly due to increases in worldwide crude oil prices, U.S. and Canadian natural gas sales prices, Canadian natural gas sales volumes, and Canadian and U.K. crude oil production, partially offset by lower volumes for U.S. natural gas sales and crude oil production and higher exploration expenses. Improved results were also attained by the Company's downstream operations as earnings increased $21.2 million, primarily because of higher product margins in the United States and the United Kingdom and higher product sales volumes in the United States. Earnings from exploration and production operations for the six months ended June 30, 2000 were $116.5 million, up from $16.9 million in 1999. Canadian operations earned $54.5 million for the first half of 2000 compared to $8.6 million in the prior period, and U.K. operations earned $44 million compared to $4.9 million in 1999. Increases from the prior year also occurred in the United States, where earnings rose from $3.1 million in 1999 to $13.9 million in the current year, and in Ecuador, which had earnings of $14.9 million compared to $4.1 million. Other international operations recorded losses of $10.8 million in the first six months of 2000 and $3.8 million in the 1999 period. The Company's worldwide crude oil and condensate sales prices averaged $25.46 a barrel in the 2000 period compared to $12.56 a year ago. Crude oil and condensate sales prices averaged $28.72 a barrel in the United States, up 106%, and $27.35 in the United Kingdom, up 108%. In Canada, sales prices averaged $26.27 a barrel for light oil, up 98% from last year; $19.55 for heavy oil, up 105%; $26.51 for Hibernia production, up 93%; and $28.23 for synthetic oil, up 90%. The average crude oil sales price in Ecuador was $19.60 a barrel, up 128%. Crude oil and gas liquids production for the first half of 2000 averaged 66,690 barrels a day compared to 64,557 during the same period of 1999. Production of crude oil and gas liquids in the United Kingdom averaged 21,522 barrels a day, up 9%, and crude oil production at Hibernia averaged 9,568, up 78%. In other areas, crude oil and gas liquids production averaged 9,932 barrels a day for Canadian heavy oil, up 12%; 8,876 for Canadian synthetic oil, down 20%; 7,102 in the United States, down 17%; 6,664 in Ecuador, down 8%; and 3,026 for Canadian light oil, down 16%. Natural gas sales prices for the first six months of 2000 averaged $2.99 an MCF in the United States, up 51%; $2.48 in Canada, also up 51%; and $1.73 in the United Kingdom, up 3%. Total natural gas sales averaged 230 million cubic feet a day in 2000 compared to 248 million in 1999. Sales of natural gas in the United States averaged 152 million cubic feet a day, down 15%. Average natural gas sales volumes were 63 million cubic feet a day in Canada, up 14%, and 15 million in the United Kingdom, up 9%. Exploration expenses totaled $68.7 million for the six months ended June 30, 2000, up from $40 million a year ago. The increase in exploration expenses primarily occurred in the United States, Malaysia and Canada. The tables on page 12 provide additional details of the results of exploration and production operations for the first half of each year. Earnings from the Company's downstream operations for the six months ended June 30, 2000 were $27.3 million, up from $6.1 million in 1999. Refining, marketing and transportation operations in the United States reported earnings of $12.9 million in the first six months of 2000 compared to a loss of $1.4 million for the same period last year; the improvement resulted from higher product margins and higher product sales volumes. Operations in the United Kingdom were also affected by higher product margins and earned $10.6 million in the first half of 2000 compared to $3.8 million in the prior year. Earnings from purchasing, transporting and reselling crude oil in Canada were $3.8 million in the current year compared to $3.7 million a year ago. Refinery crude runs worldwide were 167,566 barrels a day compared to 126,461 a year ago. Petroleum product sales were 173,832 barrels a day, up from 140,658 in 1999. Crude runs and product sales in 1999 were both adversely affected by a plant-wide turnaround at the Company's Meraux, Louisiana refinery. Also, U.S. product sales in 2000 at Murphy's stations built on Wal-Mart parking lots increased considerably from the prior year. Excluding special items, financial results from corporate functions reflected losses of $13.7 million in the first half of 2000 and $13 million a year ago. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTD.) FINANCIAL CONDITION Net cash provided by operating activities was $355.3 million for the first six months of 2000 compared to $91.3 million for the same period in 1999. Changes in operating working capital other than cash and cash equivalents provided cash of $21.9 million in the first six months of 2000, while requiring cash of $33.4 million in the 1999 period. Cash from operating activities was reduced by expenditures for refinery turnarounds and abandonment of oil and gas properties totaling $6.4 million in the current year and $40.8 million in 1999. Other predominant uses of cash in each year were for capital expenditures, which including amounts expensed, are summarized in the following table, and for dividends, which totaled $31.5 million each in 2000 and 1999. -------------------------------------------------------------------- Capital Expenditures Six Months Ended June 30, -------------------------------------------------------------------- (Millions of dollars) 2000 1999 -------------------------------------------------------------------- Exploration and production. . . . . . . . . . . $ 204.2 147.3 Refining, marketing and transportation. . . . . 51.6 38.8 Corporate and other . . . . . . . . . . . . . . 8.6 1.0 -------------------------------------------------------------------- $ 264.4 187.1 ==================================================================== Working capital at June 30, 2000 was $151.9 million, up $46.4 million from December 31, 1999. 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 $143.9 million below current costs at June 30, 2000. At June 30, 2000, long-term notes payable of $258 million were up $9.4 million due to additional borrowing for certain oil and gas development projects. Long-term nonrecourse debt of a subsidiary was $139.3 million, down $5.3 million from December 31, 1999. A summary of capital employed at June 30, 2000 and December 31, 1999 follows. ----------------------------------------------------------------------- Capital Employed June 30, 2000 December 31, 1999 ----------------------------------------------------------------------- (Millions of dollars) Amount % Amount % ----------------------------------------------------------------------- Notes payable . . . . . . . . $ 258.0 17 248.6 17 Nonrecourse debt of a subsidiary . . . . . . . . . 139.3 9 144.6 10 Stockholders' equity . . . . 1,131.6 74 1,057.2 73 ----------------------------------------------------------------------- $ 1,528.9 100 1,450.4 100 ======================================================================= NEW ACCOUNTING STANDARD The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," in 1998. This statement establishes accounting and reporting standards for derivative instruments and hedging activities. Effective January 1, 2001, Murphy must recognize the fair value of all derivative instruments as either assets or liabilities in its Consolidated Balance Sheet. A derivative instrument meeting certain conditions may be designated as a hedge of a specific exposure; accounting for changes in a derivative's fair value will depend on the intended use of the derivative and the resulting designation. Any transition adjustments resulting from adopting this statement will be reported in either net income or other comprehensive income, as appropriate, as the cumulative effect of a change in accounting principle. As described under Note D on page 5 of this Form 10-Q report, the Company makes limited use of derivative instruments to hedge specific market risks. The Company has not yet determined the effects that SFAS No. 133 will have on its future consolidated financial statements or the amount of the cumulative adjustment that will be made upon adopting this new standard. FORWARD-LOOKING STATEMENTS This Form 10-Q report contains statements of the Company's expectations, intentions, plans and beliefs that are forward-looking and are dependent on certain events, risks and uncertainties that may be outside of the Company's control. These forward-looking statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results and developments could differ materially from those expressed or implied by such statements due to a number of factors including those described in the context of such forward-looking statements as well as those contained in the Company's January 15, 1997 Form 8-K report on file with the U.S. Securities and Exchange Commission. 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risks associated with interest rates, foreign currency exchange rates, and prices of crude oil, natural gas and petroleum products. As described in Note D on page 5 of this Form 10-Q report, Murphy makes limited use of derivative financial and commodity instruments to manage certain risks associated with existing or anticipated transactions. At June 30, 2000, the Company had interest rate swaps with notional amounts totaling $100 million that were designed to convert a similar amount of variable-rate debt to fixed rates. These swaps mature in 2002 and 2004. The swaps require the Company to pay an average interest rate of 6.46% over their composite lives, and at June 30, 2000, the interest rate to be received by the Company averaged 6.44%. The variable interest rate received by the Company under each swap contract is repriced quarterly. The Company considers these swaps to be a hedge against potentially higher future interest rates. The estimated fair value of these interest rate swaps was a gain of $1 million at June 30, 2000. At June 30, 2000, the Company's long-term debt included $120.6 million with variable interest rates and $79.4 million denominated in Canadian dollars. Based on debt outstanding at June 30, 2000, a 10% increase in variable interest rates would increase the Company's interest expense for the next 12 months by $.1 million after a $.6 million favorable effect of net settlements under the aforementioned interest rate swaps. A 10% increase in the exchange rate of the Canadian dollar vs. the U.S. dollar would increase interest expense over the next 12 months by $.3 million on debt denominated in Canadian dollars. Prior to April 2000, the Company was a party to crude oil swap agreements for a total notional volume of 2.3 million barrels that reduced a portion of the financial exposure of Murphy's U.S. refineries to crude oil price movements in 2001 and 2002. Under each swap agreement, Murphy would pay a fixed crude oil price and would receive the average near-month NYMEX West Texas Intermediate crude oil price during the agreement's contractual maturity period. In April 2000, Murphy settled contracts for 1.7 million barrels, receiving cash of $5.8 million from the counterparties, and entered into offsetting contracts for the remaining swap agreements, locking in a future net cash settlement of $1.9 million. These settlement gains will be deferred and recognized as a reduction of costs of crude oil purchases in 2001 and 2002. At June 30, 2000, Murphy was also a party to natural gas swap agreements for a total notional volume of 7 million MMBTU that are intended to reduce a portion of the financial exposure of its Meraux, Louisiana refinery to fluctuations in the price of natural gas purchased for fuel. The agreements are to be settled equally over the 12 months of 2004. In each month of settlement, the swaps require Murphy to pay an average natural gas price of $2.61 an MMBTU and to receive the average NYMEX Henry Hub price for the final three trading days of the month. At June 30, 2000, the estimated fair value of these agreements was a gain of $1.2 million; a 10% fluctuation in the average NYMEX Henry Hub price of natural gas would have changed the estimated fair value of these swaps by $1.5 million. 11 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 JUNE 30, 2000 Oil and gas sales, other operating revenues $ 62.6 67.2 54.8 10.2 .6 24.2 219.6 Production costs 9.5 11.7 7.7 2.7 - 10.8 42.4 Depreciation, depletion and amortization 13.1 13.8 10.0 1.6 - 2.0 40.5 Exploration expenses Dry hole costs 1.3 .4 - - .3 - 2.0 Geological and geophysical costs 1.7 3.8 .1 - 7.4 - 13.0 Other costs .8 .2 .5 - 1.1 - 2.6 - ------------------------------------------------------------------------------ 3.8 4.4 .6 - 8.8 - 17.6 Undeveloped lease amortization 1.8 1.4 - - - - 3.2 - ------------------------------------------------------------------------------ Total exploration expenses 5.6 5.8 .6 - 8.8 - 20.8 - ------------------------------------------------------------------------------ Selling and general expenses 3.4 .9 .8 .1 1.0 .1 6.3 Income tax provisions 11.0 12.8 14.1 - .1 4.4 42.4 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 20.0 22.2 21.6 5.8 (9.3) 6.9 67.2 ============================================================================== THREE MONTHS ENDED JUNE 30, 1999 Oil and gas sales, other operating revenues $ 47.1 30.8 27.8 7.0 .3 17.2 130.2 Production costs 9.9 8.7 7.5 1.8 - 9.4 37.3 Depreciation, depletion and amortization 16.3 10.7 9.8 2.0 - 1.8 40.6 Exploration expenses Dry hole costs .5 - 2.3 - 1.1 - 3.9 Geological and geophysical costs 2.3 1.7 .3 - .8 - 5.1 Other costs .8 .1 .3 - .7 - 1.9 - ------------------------------------------------------------------------------ 3.6 1.8 2.9 - 2.6 - 10.9 Undeveloped lease amortization 1.7 1.1 - - - - 2.8 - ------------------------------------------------------------------------------ Total exploration expenses 5.3 2.9 2.9 - 2.6 - 13.7 - ------------------------------------------------------------------------------ Selling and general expenses 3.8 1.5 .8 .1 .2 - 6.4 Income tax provisions 4.0 2.6 3.4 - .1 2.0 12.1 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 7.8 4.4 3.4 3.1 (2.6) 4.0 20.1 ============================================================================== SIX MONTHS ENDED JUNE 30, 2000 Oil and gas sales, other operating revenues $118.0 125.8 112.4 23.8 1.3 45.6 426.9 Production costs 18.3 22.4 15.5 5.2 - 19.1 80.5 Depreciation, depletion and amortization 27.2 26.5 22.0 3.6 .1 3.8 83.2 Exploration expenses Dry hole costs 35.0 3.3 - - .3 - 38.6 Geological and geophysical costs 5.2 6.4 .2 - 7.7 - 19.5 Other costs 1.1 .4 .7 - 2.2 - 4.4 - ------------------------------------------------------------------------------ 41.3 10.1 .9 - 10.2 - 62.5 Undeveloped lease amortization 3.6 2.6 - - - - 6.2 - ------------------------------------------------------------------------------ Total exploration expenses 44.9 12.7 .9 - 10.2 - 68.7 - ------------------------------------------------------------------------------ Selling and general expenses 6.4 2.2 1.6 .1 1.6 .1 12.0 Income tax provisions 7.3 21.8 28.4 - .2 8.3 66.0 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 13.9 40.2 44.0 14.9 (10.8) 14.3 116.5 ============================================================================== SIX MONTHS ENDED JUNE 30, 1999 Oil and gas sales, other operating revenues $ 87.4 53.3 50.9 11.7 .9 29.7 233.9 Production costs 19.5 17.4 17.1 3.4 - 18.1 75.5 Depreciation, depletion and amortization 32.0 19.6 20.8 4.1 - 3.5 80.0 Exploration expenses Dry hole costs 13.5 2.0 2.3 - 1.1 - 18.9 Geological and geophysical costs 5.8 4.2 .6 - 1.5 - 12.1 Other costs 1.2 .3 .6 - 1.4 - 3.5 - ------------------------------------------------------------------------------ 20.5 6.5 3.5 - 4.0 - 34.5 Undeveloped lease amortization 3.5 2.0 - - - - 5.5 - ------------------------------------------------------------------------------ Total exploration expenses 24.0 8.5 3.5 - 4.0 - 40.0 - ------------------------------------------------------------------------------ Selling and general expenses 7.9 3.0 1.6 .1 .5 - 13.1 Income tax provisions .9 1.6 3.0 - .2 2.7 8.4 - ------------------------------------------------------------------------------ Results of operations (excluding corporate overhead and interest) $ 3.1 3.2 4.9 4.1 (3.8) 5.4 16.9 ============================================================================== 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On June 29, 2000, the U.S. Government and the State of Wisconsin each filed a lawsuit against Murphy in the U.S. District Court for the Western District of Wisconsin. The suits, arising out of a 1998 compliance inspection, include claims for alleged violations of federal and state environmental laws at Murphy's Superior, Wisconsin refinery. The suits seek compliance as well as substantial monetary penalties. The Company believes it has valid defenses to these allegations and plans a vigorous defense. While no assurance can be given, the Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its financial condition. Murphy and its subsidiaries are engaged in a number of other legal proceedings, all of which Murphy considers routine and incidental to its business and none of which is expected to have a material adverse effect on the Company's financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the annual meeting of security holders on May 10, 2000, the directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. For Withheld ---------- -------- B. R. R. Butler 41,555,478 656,872 George S. Dembroski 41,373,781 838,569 Claiborne P. Deming 41,560,272 652,078 H. Rodes Hart 41,560,828 651,522 Robert A. Hermes 41,562,756 649,594 Michael W. Murphy 41,515,216 697,134 R. Madison Murphy 41,561,637 650,713 William C. Nolan Jr. 41,512,718 699,632 Caroline G. Theus 41,513,942 698,408 The security holders approved amendments to the Employee Stock Purchase Plan as described in the Proxy Statement by a vote of 41,691,082 shares in favor, 407,802 shares against and 113,466 shares not voted. In addition, the earlier appointment by the Board of Directors of KPMG LLP as independent auditors for 2000 was approved, with 42,131,287 shares voted in favor, 14,138 shares voted in opposition, and 66,925 shares not voted. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The Exhibit Index on page 15 of this Form 10-Q report lists the exhibits that are hereby filed or incorporated by reference. (b) No reports on Form 8-K were filed for the quarter ended June 30, 2000. 13 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/ JOHN W. ECKART ----------------------------------- John W. Eckart, Controller (Chief Accounting Officer and Duly Authorized Officer) August 9, 2000 (Date) 14 EXHIBIT INDEX Exhibit No. Incorporated by Reference to - ------- ----------------------------- 3.1 Certificate of Incorporation of Exhibit 3.1 of Murphy's Form Murphy Oil Corporation as of 10-K report for the year September 25, 1986 ended December 31, 1996 3.2 By-Laws of Murphy Oil Corporation Exhibit 3.2 filed herewith as amended effective May 10, 2000 4 Instruments Defining the Rights of Security Holders. Murphy is party to several long-term debt instruments in addition to the ones in Exhibits 4.1 and 4.2, none of which authorizes securities exceeding 10% of the total consolidated assets of Murphy and its subsidiaries. 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 Credit Agreement among Murphy Exhibit 4.1 of Murphy's Form Oil Corporation and certain 10-K report for the year subsidiaries and the Chase ended December 31, 1997 Manhattan Bank et al as of November 13, 1997 4.2 Form of Indenture and Form of Exhibits 4.1 and 4.2 of Supplemental Indenture Murphy's Form 8-K report between Murphy Oil Corporation filed April 29, 1999 under and SunTrust Bank, Nashville, the Securities Exchange Act N.A., as Trustee of 1934 4.3 Rights Agreement dated as of Exhibit 4.3 of Murphy's Form December 6, 1989 between 10-K report for the year Murphy Oil Corporation and ended December 31, 1999 Harris Trust Company of New York, as Rights Agent 4.4 Amendment No. 1 dated as of Exhibit 3 of Murphy's April 6, 1998 to Rights Form 8-A/A, Amendment No. 1, Agreement dated as of filed April 14, 1998 under December 6, 1989 between the Securities Exchange Act Murphy Oil Corporation and of 1934 Harris Trust Company of New York, as Rights Agent 4.5 Amendment No. 2 dated as of Exhibit 4 of Murphy's Form April 15, 1999 to Rights 8-A/A, Amendment No. 2, filed Agreement dated as of April 19, 1999 under the December 6, 1989 between Securities Exchange Act of Murphy Oil Corporation and 1934 Harris Trust Company of New York, as Rights Agent 10.1 1987 Management Incentive Plan Exhibit 10.1 of Murphy's Form as amended February 7, 1990 10-K report for the year retroactive to February 3, 1988 ended December 31, 1999 10.2 1992 Stock Incentive Plan as Exhibit 10.2 of Murphy's Form amended May 14, 1997 10-Q report for the quarterly period ended June 30, 1997 10.3 Employee Stock Purchase Plan as Exhibit 99.01 of Murphy's amended May 10, 2000 Form S-8 Registration Statement filed August 4, 2000 under the Securities Act of 1933 27 Financial Data Schedule for the Exhibit 27 filed herewith in six months ended June 30, 2000 electronic filing Exhibits other than those listed above have been omitted since they are either not required or not applicable. 15