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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
200 Peach Street, P. O. Box 7000, El Dorado, Arkansas 71731-7000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 862-6411
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $1.00 Par Value New York Stock Exchange
The Toronto Stock Exchange
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights The Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant, based on average price at February 29, 1996 as quoted by the New
York Stock Exchange, was approximately $1,398,815,000.
Number of shares of Common Stock, $1.00 Par Value, outstanding at February 29,
1996, was 44,851,962.
Documents incorporated by reference:
The Registrant's definitive Proxy Statement relating to the Annual Meeting of
Stockholders on May 8, 1996 (Part III)
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TABLE OF CONTENTS - 1995 FORM 10-K REPORT
Page
Numbers
-------
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 10
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 10
PART III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners 10
and Management
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
2
PART I
ITEMS 1. AND 2. BUSINESS AND PROPERTIES.
Murphy Oil Corporation is a natural resources company that operates through
subsidiaries in the United States and internationally to conduct the
various business activities of the enterprise. As used in this report, the
terms Murphy, we, our, its, and Company may refer to any one or more of the
consolidated subsidiaries as well as to Murphy Oil Corporation.
The Company was originally incorporated in Louisiana in 1950 as Murphy
Corporation; reincorporated in Delaware in 1964, at which time it adopted
the name Murphy Oil Corporation; and reorganized in 1983 to operate solely
as a holding company of its various businesses. Its activities are
classified into two business segments: (1) "Petroleum," which comprises
its international integrated oil and gas operations and is further
subdivided into "Exploration and Production" and "Refining, Marketing, and
Transportation," and (2) "Farm, Timber, and Real Estate," which has
operations primarily in Arkansas and North Louisiana. Additionally,
"Corporate and Other" activities include interest income, interest expense,
and overhead not allocated to either of the business segments.
The information appearing on pages 4 through 50 of the 1995 Annual Report
to Security Holders (1995 Annual Report) is incorporated in this Annual
Report on Form 10-K as Exhibit 13 and is deemed to be filed as part of this
10-K report as indicated under Items 1, 2, 3, 5, 6, 7, 8, and 14. A
narrative of the graphic and image information that appears in the paper
format version of Exhibit 13 on pages 4 through 50 is included in the
electronic Form 10-K document as an appendix to Exhibit 13 (pages A-1
through A-8).
In addition to the following information about each business segment, data
relative to Murphy's operations, properties, and industry segments,
including revenues by class of products and financial information by
geographic areas, are described on pages 20 through 28, 40, 41, 46, and 47
of the 1995 Annual Report, which is filed in this 10-K report as Exhibit
13.
PETROLEUM - EXPLORATION AND PRODUCTION
During 1995, Murphy's principal exploration and/or production activities
were conducted in the United States, Ecuador, Spain, China, Pakistan, Peru,
the Falkland Islands, and Ireland by wholly owned Murphy Exploration &
Production Company (Murphy Expro) and its subsidiaries; in Canada by wholly
owned Murphy Oil Company Ltd. (MOCL) and its subsidiaries; and in the U.K.
North Sea by wholly owned Murphy Petroleum Limited. Murphy's crude oil and
natural gas liquids production is primarily in the United States, Canada,
the U.K. North Sea, and Ecuador; its natural gas is produced and sold in
the United States, Canada, the United Kingdom, and Spain. MOCL also has a
five-percent interest in Syncrude Canada Ltd., which extracts synthetic
crude oil from oil sand deposits in northern Alberta.
Murphy's estimated net quantities of proved oil and gas reserves and proved
developed oil and gas reserves at January 1, 1993 and at December 31, 1993,
1994, and 1995 by geographic area are reported on pages 43 and 44 of the
1995 Annual Report, which is filed in this 10-K report as Exhibit 13.
Murphy has not filed, and is not required to file, any estimates of its
total proved net oil or gas reserves on a recurring basis with any federal
or foreign governmental regulatory authority or agency other than the SEC.
Annually, Murphy reports gross reserves of properties operated in the
United States to the U.S. Department of Energy; such reserves are derived
from the same data from which estimated total net proved reserves of such
properties are determined.
In 1995, essentially all of Murphy's crude oil, condensate, and natural gas
liquids production in the United States was delivered, either directly or
indirectly through exchanges, to its own refineries. Net crude oil,
condensate, and gas liquids production and net natural gas sales by
geographic area with weighted average sales prices for each of the five
years ended December 31, 1995 appear on page 48 of the 1995 Annual Report,
which is filed in this 10-K report as Exhibit 13.
Production costs in U.S. dollars per equivalent barrel produced, including
natural gas volumes converted to equivalent barrels of crude oil on the
basis of approximate relative energy content, are shown on page 23 of the
1995 Annual Report, which is filed in this 10-K report as Exhibit 13.
3
PETROLEUM - EXPLORATION AND PRODUCTION (Contd.)
Supplemental disclosures about oil and gas producing activities are
reported on pages 42 through 47 of the 1995 Annual Report, which is filed
in this 10-K report as Exhibit 13.
At December 31, 1995, Murphy held leases, concessions, contracts, or
permits on nonproducing and producing acreage in the following countries
(thousands of acres).
Nonproducing Producing Total
-------------- ------------- ---------------
Country Gross Net Gross Net Gross Net
------- ----- --- ----- --- ----- ---
United States - Onshore 20 11 186 58 206 69
- Gulf of Mexico 614 360 415 152 1,029 512
- Frontier 127 89 - - 127 89
------ ------ ----- --- ------ ------
Total United States 761 460 601 210 1,362 670
------ ------ ----- --- ------ ------
Canada - Onshore 756 378 517 196 1,273 574
- Offshore 138 17 - - 138 17
- Oil sands 157 41 14 5 171 46
------ ------ ----- --- ------ ------
Total Canada 1,051 436 531 201 1,582 637
------ ------ ----- --- ------ ------
United Kingdom 715 164 81 13 796 177
Ecuador - - 494 99 494 99
Spain 28 5 61 11 89 16
China 563 254 - - 563 254
Ireland 650 162 - - 650 162
Pakistan 11,100 8,472 - - 11,100 8,472
Peru 3,112 3,112 - - 3,112 3,112
Tunisia 165 42 - - 165 42
------ ------ ----- --- ------ ------
Totals 18,145 13,107 1,768 534 19,913 13,641
====== ====== ===== === ====== ======
Oil and gas wells producing or capable of producing at December 31, 1995
are summarized as follows.
Oil Wells Gas Wells
-------------- --------------
Country Gross Net Gross Net
------- ----- ------- ------ ------
United States 1,278 528.4 408 141.6
Canada 4,084 734.0 765 231.0
United Kingdom 79 10.7 20 1.5
Ecuador 26 5.2 - -
Spain - - 1 .2
----- ------- ----- -----
Totals 5,467 1,278.3 1,194 374.3
===== ======= ===== =====
Wells included above with multiple
completions and counted as one well each 119 51.9 112 65.5
===== ======= ===== =====
Gross wells are those in which all or part of the working interest is owned
by Murphy. Net wells are the portions of the gross wells applicable to
Murphy's working interest.
4
PETROLEUM - EXPLORATION AND PRODUCTION (Contd.)
Murphy's net wells drilled in the last three years are summarized in the
following table.
United United
States Canada Kingdom Ecuador Other Totals
------------ ------------ ------------ -------------- ------------ -------------
Pro- Pro- Pro- Pro- Pro- Pro-
ductive Dry ductive Dry ductive Dry ductive Dry ductive Dry ductive Dry
------- --- ------- --- ------- --- ------- ----- ------- --- ------- ----
1995
----
Exploratory 4.6 1.9 6.0 4.3 .3 .1 - - - .5 10.9 6.8
Development 2.0 - 25.9 1.6 .8 - 2.8 - - - 31.5 1.6
1994
----
Exploratory 6.1 4.0 5.4 5.0 .5 .5 - - - - 12.0 9.5
Development .5 .1 29.8 1.5 .6 - 2.0 - - - 32.9 1.6
1993
----
Exploratory 7.4 6.5 3.9 4.2 .1 - - - - .5 11.4 11.2
Development 4.1 - 24.5 2.7 .7 .1 1.2 - - - 30.5 2.8
The wells being drilled by Murphy at December 31, 1995 are summarized as
follows.
Exploratory Development Totals
----------- -------------- --------------
Country Gross Net Gross Net Gross Net
------- ----- --- ----- --- ----- ---
United States 11 5.1 - - 11 5.1
Canada - - 1 .2 1 .2
United Kingdom 1 .3 3 .3 4 .6
Ecuador - - 1 .2 1 .2
--- --- -- --- --- ---
Totals 12 5.4 5 .7 17 6.1
=== === == === === ===
Additional information about current exploration and production activities
is reported on pages 4 through 12 of the 1995 Annual Report, which is filed
in this 10-K report as Exhibit 13.
PETROLEUM - REFINING, MARKETING, AND TRANSPORTATION
Murphy Oil USA, Inc. (Murphy USA), a wholly owned subsidiary, owns and
operates two refineries in the United States. The refinery at Superior,
Wisconsin, is located on fee land. The Meraux, Louisiana, refinery is
located on both fee and leased land; these leases expire at varying times
from 2010 to 2022, and at such times the Company has options to purchase
all leased acreage at fixed prices. Murco Petroleum Limited (Murco), a
wholly owned U.K. subsidiary serviced by Murphy Eastern Oil Company, has an
effective 30-percent interest in a 108,000-barrel-a-day refinery at Milford
Haven, Wales. Refinery capacities at December 31, 1995 are shown in the
following table.
5
PETROLEUM - REFINING, MARKETING, AND TRANSPORTATION (Contd.)
Milford Haven,
Meraux, Superior, Wales
Louisiana Wisconsin (Murco's 30%) Totals
-------------- --------- -------------- ---------
Crude capacity - b/sd* 100,000 35,000 32,400 167,400
Process capacities - b/sd*
Vacuum distillation 50,000 20,000 16,500 86,500
Catalytic cracking - fresh feed 40,000 11,000 9,960 60,960
Pretreating cat-reforming feeds 26,000 9,000 5,490 40,490
Catalytic reforming 18,500 8,000 5,490 31,990
Distillate hydrotreating 15,000 5,800 9,000 29,800
Gas oil hydrotreating 33,000 - - 33,000
Solvent deasphalting 18,000 - - 18,000
Isomerization - 2,000 2,250 4,250
Production capacities - b/sd*
Alkylation 9,500 1,600 1,680 12,780
Asphalt - 13,500 - 13,500
Crude oil and product storage
capacities - bbls. 4,453,000 2,852,000 2,638,000 9,943,000
*Barrels per stream day.
Murphy distributes refined products from 47 terminals in the United States
to retail and wholesale accounts in the United States (Murphy USA) and
Canada (MOCL) under the brand name SPUR and to unbranded wholesale
accounts. Four of these are marine terminals, two are supplied by truck,
two are adjacent to the refineries, and 39 are supplied by pipeline. Nine
terminals are wholly owned and operated by Murphy USA, 16 are jointly owned
and operated by others, and the remaining 22 are owned by others. Murphy
USA receives products at the terminals owned by others in exchange for
deliveries from the Company's wholly owned and jointly owned terminals. At
the end of 1995, refined products were marketed at wholesale and/or retail
through 514 branded outlets in 15 southeastern and upper midwestern states
and seven branded outlets in the Thunder Bay area of Ontario, Canada.
At the end of 1995, Murco distributed refined products in the United
Kingdom from the Milford Haven refinery; three wholly owned, rail-fed
terminals; eight terminals owned by others where products are received in
exchange for deliveries from the Company's wholly owned terminals; and 465
branded outlets under the brand names MURCO and EP.
Murphy owns a 20-percent interest in a 120-mile, 165,000-barrel-a-day
refined products pipeline that transports products from the Meraux refinery
to two common carrier pipelines serving Murphy's marketing area in the
southeastern United States. The Company also owns a 22-percent interest in
a 312-mile crude oil pipeline in Montana and Wyoming with a capacity of
120,000 barrels a day and a 3.2-percent interest in LOOP Inc., which
provides deep-water off-loading accommodations off the Louisiana coast for
oil tankers and onshore facilities for storage of crude oil. In addition,
Murphy owns 29.4 percent of a 22-mile, 300,000-barrel-a-day crude oil
pipeline between LOOP storage at Clovelly, Louisiana, and Alliance,
Louisiana, and 100 percent of a 24-mile, 200,000-barrel-a-day crude oil
pipeline from Alliance to the Meraux refinery. The pipeline from Alliance
to Meraux is also connected to another company's pipeline system, allowing
crude oil from wells serviced by that system to be shipped to the refinery.
As of December 31, 1995, MOCL had a 52.5-percent interest in a 114-mile
dual pipeline in Canada that transports heavy crude oil from Blackfoot,
Alberta, to Kerrobert, Saskatchewan, where access to a major crude oil
trunk line is available. In connection with this pipeline, which has a
throughput capacity of 50,000 barrels a day, MOCL owns interests in two
dual crude oil pipelines--100 percent of a two-mile, 2,500-barrel-a-day
lateral line at Winter, Saskatchewan, and 52.5 percent of a 4.5-mile,
5,000-barrel-a-day lateral line at Neilburg, Saskatchewan. MOCL also owns
13.1 percent of a 40-mile, 38,000-barrel-a-day dual heavy crude oil
pipeline from Cactus Lake, Saskatchewan, to Kerrobert; 41 percent of a
15-mile, 9,000-barrel-a-day dual crude oil pipeline from Bodo, Alberta, to
Cactus Lake; 100 percent of a 10.5-mile, 82,500-barrel-a-day dual crude oil
pipeline from
6
PETROLEUM - REFINING, MARKETING, AND TRANSPORTATION (Contd.)
Milk River, Alberta, to the U.S. border; 100 percent of a 108-mile, 45,000-
barrel-a-day crude oil pipeline from Regina, Saskatchewan, to the U.S.
border; and 100 percent of a 28-mile, 15,000-barrel-a-day heavy crude oil
pipeline from Eyehill, Saskatchewan, to Unity, Saskatchewan. MOCL is
operator of these pipelines.
Additional information about current refining, marketing, and
transportation activities and a statistical summary of key operating and
financial indicators for each of the five years ended December 31, 1995 are
reported on pages 13 through 17 and 49 of the 1995 Annual Report, which is
filed in this 10-K report as Exhibit 13.
FARM, TIMBER, AND REAL ESTATE
Deltic Farm & Timber Co. Inc. (Deltic), a wholly owned subsidiary, is
engaged in farming and timber and land management in Arkansas and North
Louisiana, lumber manufacturing and marketing in Arkansas, and real estate
development in Little Rock, Arkansas.
Deltic owns sawmills at Ola in central Arkansas and at Waldo in southern
Arkansas. The mills have a combined annual capacity to produce 165 million
board feet of lumber. The Ola mill is equipped for maximum utilization of
small stem timber, while the Waldo mill can process both small and large
diameter timber.
Deltic owned 341,000 acres of timberland at year-end 1995. Its estimated
standing timber inventories on this acreage are calculated for each tract
by utilizing growth formulas based on representative sample tracts and tree
counts for various diameter classifications. The calculations of pine
inventories are subject to periodic adjustments based on sample cruises or
actual volumes harvested from related tracts. The hardwood inventories
shown in the following table are only approximations, so physical
quantities of such timber may vary significantly from these approximations.
Estimated inventories of standing timber at year-end for each of the last
three years were as follows.
1995 1994 1993
--------- ------- -------
Pine sawtimber - MBF* 765,000 812,000 810,000
Hardwood sawtimber - MBF* 97,000 105,000 113,000
Pine pulpwood - cords 1,180,000 991,000 963,000
Hardwood pulpwood - cords 360,000 396,000 417,000
========= ======= =======
*Thousand board feet - Doyle scale.
At Deltic's farms, which comprise 36,000 acres in northeastern Louisiana
and southeastern Arkansas, the primary crops grown and harvested are
cotton, soybeans, corn, wheat, and rice. In western Little Rock, Arkansas,
Deltic has been developing Chenal Valley, a 4,300-acre planned community
centered around one of Arkansas's top-ranked golf courses, in stages over
recent years and has been selling real estate, primarily residential lots
thus far, in Chenal Valley.
Additional information about current farm, timber, and real estate
activities and a statistical summary of key operating and financial
indicators for each of the five years ended December 31, 1995 are reported
on pages 18, 19, and 50 of the 1995 Annual Report, which is filed in this
10-K report as Exhibit 13.
EMPLOYEES
Murphy had 1,794 full-time employees at December 31, 1995.
7
COMPETITION AND OTHER CONDITIONS WHICH MAY AFFECT BUSINESS
Murphy operates principally in the oil industry, in which it experiences
intense competition from other oil and gas companies, many of which have
substantially greater resources. In addition, the oil industry as a whole
competes with other industries in supplying energy requirements around the
world. Murphy is a net purchaser of crude oil and other refinery
feedstocks and occasionally purchases refined products and may therefore be
required to respond to operating and pricing policies of others, including
producing country governments from whom it makes purchases. Additional
information concerning current conditions of the Company's business is
reported under the caption "Outlook" on page 27 of the 1995 Annual Report,
which is filed in this 10-K report as Exhibit 13.
The operations and earnings of Murphy have been and continue to be affected
by worldwide political developments. Many governments, including those
that are members of the Organization of Petroleum Exporting Countries
(OPEC), unilaterally intervene at times in the orderly market of crude oil
and natural gas produced in their countries through such actions as fixing
prices and determining rates of production and who may sell and buy the
production. Until 1993, the United States also regulated prices for
certain natural gas production. In addition, prices and availability of
crude oil, natural gas, and refined products could be influenced by
political unrest and by various governmental policies to restrict or
increase petroleum usage and supply. Other governmental actions that could
affect Murphy's operations and earnings include tax changes and regulations
concerning: currency fluctuations, protection and/or remediation of the
environment (See the caption "Environmental" on page 26 of the 1995 Annual
Report, which is filed in this 10-K report as Exhibit 13.), preferential
and discriminatory awarding of oil and gas leases, restraints and controls
on imports and exports, safety, and relationships between employers and
employees. Because these and other government-influenced factors too
numerous to list are subject to constant changes dictated by political
considerations and are often made in great haste in response to changing
internal and worldwide economic conditions and to actions of other
governments or specific events, it is not practical to attempt to predict
the effects of such factors on Murphy's future operations and earnings.
Murphy's policy is to insure against known risks when insurance is
available at costs and terms Murphy considers reasonable. Certain existing
risks are insured by Murphy only through Oil Insurance Limited (OIL), which
is operated as a mutual insurance company by certain participating oil
companies including Murphy and was organized to insure against risks for
which commercial insurance is unavailable or for which the cost of
commercial insurance is prohibitive.
EXECUTIVE OFFICERS OF THE REGISTRANT
The age (at January 1, 1996), present corporate office, and length of
service in office of each of the Company's executive officers and persons
chosen to become officers are reported in the following listing. Executive
officers are elected annually but may be removed from office at any time by
the Board of Directors.
R. Madison Murphy - Age 38; Chairman of the Board since October 1994. Mr.
Murphy had been Executive Vice President and Chief Financial and
Administrative Officer, Director, and Member of the Executive Committee
since 1993. Prior to that, he was Executive Vice President and Chief
Financial Officer from 1992 to 1993; Vice President, Planning/Treasury,
from 1991 to 1992; and Vice President, Planning, from 1988 to 1991, with
additional duties as Treasurer from 1990 until August 1991.
Claiborne P. Deming - Age 41; President and Chief Executive Officer since
October 1994 and Director and Member of the Executive Committee since
1993. In 1992, he became Executive Vice President and Chief Operating
Officer. Mr. Deming was President of Murphy USA from 1989 to 1992 and
Vice President, Petroleum Operations, for Murphy from 1988 to 1989.
Steven A. Cosse - Age 48; Senior Vice President since October 1994 and
General Counsel since August 1991. Mr. Cosse was elected Vice President
in 1993. For the eight years prior to August 1991, he was General
Counsel for Murphy Expro, at that time named Ocean Drilling &
Exploration Company (ODECO), a majority-owned subsidiary of Murphy.
8
EXECUTIVE OFFICERS OF THE REGISTRANT (Contd.)
Herbert A. Fox Jr. - Age 61; Vice President since October 1994. Mr. Fox
has also been President of Murphy USA since 1992. He served with Murphy
USA as Vice President, Manufacturing, from 1990 to 1992 and as Manager
of Crude Supply from 1973 to 1990.
Bill H. Stobaugh - Age 44; Vice President since May 1995, when he joined
the Company. Prior to that, he had held various engineering, planning,
and managerial positions, the most recent being with an engineering
consulting firm.
Clefton D. Vaughan - Age 54; Vice President since October 1994. He has
also been Vice President of Murphy Expro since 1992. Mr. Vaughan was
Vice President of Murphy from 1989 to 1992 and held various other
positions with the Company prior to that.
Odie F. Vaughan - Age 59; Treasurer since August 1991. From 1975 through
July 1991, he was with ODECO as Vice President of Taxes and Treasurer.
Ronald W. Herman - Age 58; Controller since August 1991. He was
Controller of ODECO from 1977 through July 1991.
W. Bayless Rowe - Age 43; Secretary since 1988 and Manager of Law
Department since October 1994. He was General Attorney from 1988 to
October 1994.
ITEM 3. LEGAL PROCEEDINGS.
Information related to legal proceedings contained in Note P, page 40 of
the 1995 Annual Report, which is filed in this 10-K report as Exhibit 13,
is incorporated herein. Also, Murphy Oil USA, Inc., in connection with its
ownership and operation of two oil refineries in the United States, is a
defendant in two governmental actions that: (1) seek monetary sanctions of
$100,000 or more, and (2) arise under enacted provisions that regulate the
discharge of materials into the environment or have the purpose of
protecting the environment. These actions individually or in the aggregate
are not material to the financial condition of the Company. In addition,
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 material as defined by the rules and
regulations of the U.S. Securities and Exchange Commission.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth
quarter of 1995.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's Common Stock is traded on the New York Stock Exchange and the
Toronto Stock Exchange. Other information required by this item is
reported on page 28 of the 1995 Annual Report, which is filed in this 10-K
report as Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA.
Information required by this item appears on page 20 of the 1995 Annual
Report, which is filed in this 10-K report as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Information required by this item appears on pages 21 through 28 of the
1995 Annual Report, which is filed in this 10-K report as Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required by this item appears on pages 28 through 47 of the
1995 Annual Report, which is filed in this 10-K report as Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Certain information regarding executive officers of the Company is included
in Part I, pages 8 and 9, of this 10-K report. Other information required
by this item is incorporated by reference to the Registrant's definitive
proxy statement for the annual meeting of stockholders on May 8, 1996,
under the caption "Election of Directors."
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference to the
Registrant's definitive proxy statement for the annual meeting of
stockholders on May 8, 1996, under the captions "Compensation of
Directors," "Executive Compensation," "Option Exercises and Fiscal Year-End
Values," "Option Grants," "Compensation Committee Report for 1995,"
"Shareholder Return Performance Presentation," and "Retirement Plans."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is incorporated by reference to the
Registrant's definitive proxy statement for the annual meeting of
stockholders on May 8, 1996, under the caption "Certain Stock Ownerships."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is incorporated by reference to the
Registrant's definitive proxy statement for the annual meeting of
stockholders on May 8, 1996, under the caption "Compensation Committee
Interlocks and Insider Participation."
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS
The following consolidated financial statements of Murphy Oil Corporation
and consolidated subsidiaries are included on the pages indicated of
Exhibit 13 to this 10-K report.
Exhibit 13
Page Nos.
---------
Independent Auditors' Report 29
Consolidated Statements of Income 30
Consolidated Balance Sheets 31
Consolidated Statements of Cash Flows 32
Consolidated Statements of Stockholders' Equity 33
Notes to Consolidated Financial Statements 34 through 41
(a) 2. FINANCIAL STATEMENT SCHEDULES
Financial statement schedules are omitted because either they are not
applicable or the required information is included in the consolidated
financial statements or notes thereto.
(a) 3. EXHIBITS
The Exhibit Index on page 13 of this 10-K report lists the exhibits that
are hereby filed.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1995.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By CLAIBORNE P. DEMING Date: March 26, 1996
---------------------------------- ----------------------
Claiborne P. Deming, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 26, 1996 by the following persons on behalf of
the registrant and in the capacities indicated.
R. MADISON MURPHY MICHAEL W. MURPHY
---------------------------------- ------------------------------
R. Madison Murphy, Chairman Michael W. Murphy, Director
and Director
CLAIBORNE P. DEMING WILLIAM C. NOLAN JR.
---------------------------------- ------------------------------
Claiborne P. Deming, President and William C. Nolan Jr.,
Chief Executive Officer Director
and Director
(Principal Executive Officer)
B. R. R. BUTLER CAROLINE G. THEUS
---------------------------------- ------------------------------
B. R. R. Butler, Director Caroline G. Theus, Director
GEORGE S. DEMBROSKI LORNE C. WEBSTER
---------------------------------- ------------------------------
George S. Dembroski, Director Lorne C. Webster, Director
H. RODES HART STEVEN A. COSSE
---------------------------------- ------------------------------
H. Rodes Hart, Director Steven A. Cosse, Senior
Vice President and
General Counsel
(Principal Financial Officer)
VESTER T. HUGHES JR. RONALD W. HERMAN
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Vester T. Hughes Jr., Director Ronald W. Herman, Controller
(Principal Accounting Officer)
C. H. MURPHY JR.
----------------------------------
C. H. Murphy Jr., Director
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EXHIBIT INDEX
Exhibit Page Number or
No. Incorporation by Reference to
- ------- ------------------------------------------------------------------
3.1 Certificate of Incorporation of Murphy Oil Exhibit 3.1, Page Ex. 3.1-0, of Murphy's Annual Report on Form
Corporation as of September 25, 1986 10-K for the year ended December 31, 1991
3.2 Bylaws of Murphy Oil Corporation at February 1, 1995 Exhibit 3.3, Page Ex. 3.3-1, of Murphy's Annual Report on Form
10-K for the year ended December 31, 1994
3.3 Bylaws of Murphy Oil Corporation at October 4, 1995 Page Ex. 3.3-1
4 Instruments Defining the Rights of Security Holders.
Murphy Oil Corporation is party to several long-term
debt instruments, none of which authorizes securities
that exceed 10 percent of the total assets of Murphy
Oil Corporation 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 6, 1989 between Exhibit 4.1, Page Ex. 4.1-0, of Murphy's Annual Report on
Murphy Oil Corporation and Harris Trust Company of New Form 10-K for the year ended December 31, 1994
York, as Rights Agent
10.1 1982 Management Incentive Plan Exhibit 10.2, Page Ex. 10.2-0, of Murphy's Annual Report on
Form 10-K for the year ended December 31, 1991
10.2 1987 Management Incentive Plan (adopted May 13, 1987, Exhibit 10.2, Page Ex. 10.2-0, of Murphy's Annual Report
amended February 7, 1990 retroactive to February 3, on Form 10-K for the year ended December 31, 1994
1988)
10.3 1992 Stock Incentive Plan Exhibit 10.3, Page Ex. 10.3-0, of Murphy's Annual Report
on Form 10-K for the year ended December 31, 1992
13 1995 Annual Report to Security Holders Page Ex. 13-0, report pp. 4 through 50
Appendix - Narrative to Graphic and Image Material (Page A-1 for electronic filing only)
21 Subsidiaries of the Registrant Page Ex. 21-1
23 Independent Auditors' Consent Page Ex. 23-1
27.1 Financial Data Schedule for 1995 (Electronic filing only)
27.2 Restated Financial Data Schedule for 1994 (Electronic filing only)
99.1 Undertakings Page Ex. 99.1-1
99.2 Form 11-K, Annual Report for the fiscal year ended To be filed as an amendent of this Annual Report on Form
December 31, 1995 covering Combined Thrift Plans for 10-K not later than 180 days after December 31, 1995
Employees of Murphy Oil Corporation, Murphy Oil USA,
Inc., and Deltic Farm & Timber Co., Inc.
Exhibits other than those listed above have been omitted since they either are
not required or are not applicable.
13