Back to GetFilings.com
================================================================================
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
For the fiscal year ended DECEMBER 31, 1996
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)
Registrant's telephone number, including area code: (501) 862-6411
(until April 14, 1997)
(870) 862-6411
(after April 14, 1997)
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 28, 1997 as quoted by the New
York Stock Exchange, was approximately $1,555,503,000.
Number of shares of Common Stock, $1.00 Par Value, outstanding at February 28,
1997, was 44,873,752.
Documents incorporated by reference:
The Registrant's definitive Proxy Statement relating to the Annual Meeting of
Stockholders on May 14, 1997 (Part III)
================================================================================
TABLE OF CONTENTS - 1996 FORM 10-K REPORT
Page
Numbers
-------
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 9
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 9
PART III
Item 10. Directors and Executive Officers of the Registrant 9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management 9
Item 13. Certain Relationships and Related Transactions 9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 10
Signatures 11
Exhibit Index 12
2
PART I
ITEMS 1. AND 2. BUSINESS AND PROPERTIES.
SUMMARY
Murphy Oil Corporation is a worldwide oil and gas exploration and
production company with refining and marketing operations in the United
States and the United Kingdom as well as pipeline and crude oil trading
operations in Canada. As used in this report, the terms Murphy, we, our,
its, and Company may refer to Murphy Oil Corporation or any one or more of
its consolidated subsidiaries.
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) "Exploration and Production,"
and (2) "Refining, Marketing, and Transportation." Additionally,
"Corporate" activities include interest income, interest expense, and
overhead not allocated to either of the business segments. On December 31,
1996, Murphy completed a spin-off to its stockholders of its wholly owned
farm, timber, and real estate subsidiary, Deltic Farm & Timber Co., Inc.
(reincorporated in Delaware as "Deltic Timber Corporation"). On November
6, 1996, Murphy announced the signing of a Memorandum of Understanding to
merge its refining and marketing interests in the United Kingdom with those
of Elf Oil U.K. Limited, a wholly owned subsidiary of Elf Aquitaine of
France, and Gulf Oil (Great Britain) Ltd., a wholly owned subsidiary of
Chevron Corporation; but on March 13, 1997, the Company elected to withdraw
from further participation in the merger negotiations.
The information appearing on pages 2 through 50 of the 1996 Annual Report
to Security Holders (1996 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 2 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 22 through 29, 36, 43, and 46
through 47 of the 1996 Annual Report, which is filed in this 10-K report as
Exhibit 13.
EXPLORATION AND PRODUCTION
During 1996, Murphy's principal exploration and/or production activities
were conducted in the United States and Ecuador 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 in 1996 was in the
United States, Canada, the U.K. North Sea, and Ecuador; its natural gas was
produced and sold in the United States, Canada, the U.K. North Sea, 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. In addition, subsidiaries of Murphy Expro conducted exploration
activities in various other countries including China, Ireland, Peru, the
Falkland Islands, Bangladesh, and Pakistan.
Murphy's estimated net quantities of proved oil and gas reserves and proved
developed oil and gas reserves at January 1, 1994 and at December 31, 1994,
1995, and 1996 by geographic area are reported on page 45 of the 1996
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 U.S. Securities
and Exchange Commission. 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 net
proved reserves of such properties are determined.
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, 1996 are shown on page 49 of the 1996 Annual
Report, which is filed in this 10-K report as Exhibit 13.
3
EXPLORATION AND PRODUCTION (Contd.)
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 discussed on pages 24 and
25 of the 1996 Annual Report, which is filed in this 10-K report as Exhibit
13.
Supplemental disclosures about oil and gas producing activities are
reported on pages 44 through 48 of the 1996 Annual Report, which is filed
in this 10-K report as Exhibit 13.
At December 31, 1996, Murphy held leases, concessions, contracts, or
permits on nonproducing and producing acreage as shown by country in the
following table. Gross acres are those in which all or part of the working
interest is owned by Murphy; net acres are the portions of the gross acres
applicable to Murphy's working interest. All amounts shown are in
thousands of acres.
Nonproducing Producing Total
-------------- -------------- --------------
Country Gross Net Gross Net Gross Net
------- ------ ------ ------ ------ ------ ------
United States - Onshore 14 7 39 20 53 27
- Gulf of Mexico 598 369 392 144 990 513
- Frontier 122 88 - - 122 88
------ ------ ------ ------ ------ ------
Total United States 734 464 431 164 1,165 628
------ ------ ------ ------ ------ ------
Canada - Onshore 773 468 409 169 1,182 637
- Offshore 147 26 - - 147 26
- Oil sands 167 40 13 5 180 45
------ ------ ------ ------ ------ ------
Total Canada 1,087 534 422 174 1,509 708
------ ------ ------ ------ ------ ------
United Kingdom 658 151 100 21 758 172
Ecuador - - 494 99 494 99
China 563 254 - - 563 254
Falkland Islands 401 100 - - 401 100
Ireland 650 162 - - 650 162
Pakistan 9,545 7,850 - - 9,545 7,850
Peru 2,486 2,486 - - 2,486 2,486
Spain 89 16 - - 89 16
Tunisia 165 42 - - 165 42
------ ------ ------ ------ ------ ------
Totals 16,378 12,059 1,447 458 17,825 12,517
====== ====== ====== ====== ====== ======
Oil and gas wells producing or capable of producing at December 31, 1996
are summarized in the following table. 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.
Oil Wells Gas Wells
------------- ------------
Country Gross Net Gross Net
------- ------ ----- ----- -----
United States 348 154.3 281 117.2
Canada 4,150 780.0 790 250.0
United Kingdom 83 11.1 20 1.5
Ecuador 37 7.4 - -
----- ----- ----- -----
Totals 4,618 952.8 1,091 368.7
===== ===== ===== =====
Wells included above with multiple
completions and counted as one well each 93 42.4 83 59.2
4
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
------- --- ------- --- ------- --- ------- ----- ------- --- ------- ---
1996
----
Exploratory 13.8 3.9 5.3 4.0 - 1.1 - - .4 - 19.5 9.0
Development 4.6 - 70.2 2.5 1.0 .1 2.2 - - - 78.0 2.6
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
Murphy's drilling wells in progress at December 31, 1996 are summarized as
follows.
Exploratory Development Totals
----------- ----------- -----------
Country Gross Net Gross Net Gross Net
------- ----- --- ----- --- ----- ---
United States 5 2.9 4 2.6 9 5.5
Canada - - 2 1.8 2 1.8
United Kingdom - - 5 .5 5 .5
Ecuador - - 1 .2 1 .2
---- --- --- --- -- ----
Totals 5 2.9 12 5.1 17 8.0
==== === === === == ====
Additional information about current exploration and production activities
is reported on pages 2 through 13 of the 1996 Annual Report, which is filed
in this 10-K report as Exhibit 13.
REFINING, MARKETING, AND TRANSPORTATION
Murphy Oil USA, Inc. (MOUSA), 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 fee
land and two leases that expire in 2010 and 2021, at which times the
Company has options to purchase the 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, 1996 are shown in the following table.
5
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 20,500 16,500 87,000
Catalytic cracking - fresh feed 38,000 11,000 9,960 58,960
Pretreating cat-reforming feeds 22,000 9,000 5,490 36,490
Catalytic reforming 18,000 8,000 5,490 31,490
Distillate hydrotreating 15,000 5,800 20,250 41,050
Gas oil hydrotreating 27,500 - - 27,500
Solvent deasphalting 18,000 - - 18,000
Isomerization - 2,000 2,250 4,250
Production capacities - b/sd*
Alkylation 8,500 1,500 1,680 11,680
Asphalt - 7,500 - 7,500
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 56 terminal locations in the
United States to retail and wholesale accounts in the United States (MOUSA)
and Canada (MOCL) under the brand names SPUR(R) and Murphy USA and to
unbranded wholesale accounts. Ten terminals are wholly owned and operated
by MOUSA, 16 are jointly owned and operated by others, and the remaining 30
are owned by others. Of the terminals wholly owned or jointly owned by
MOUSA, four are marine terminals, two are supplied by truck, two are
adjacent to MOUSA's refineries, and 18 are supplied by pipeline. MOUSA
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 1996, refined products were marketed at wholesale and/or retail
through 527 branded stations in 17 southeastern and upper-midwestern states
and seven branded stations in the Thunder Bay area of Ontario, Canada.
At the end of 1996, 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 424
branded stations 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 transported by that system to be shipped to the refinery.
6
REFINING, MARKETING, AND TRANSPORTATION (Contd.)
At December 31, 1996, MOCL operated the following Canadian crude oil
pipelines, with the ownership percentage, extent, and capacity in barrels a
day of each as shown. MOCL also operated and owned all or most of several
short lateral connecting pipelines.
Name Description Percent Miles Bbls./Day Route
---- ----------- ------- ----- --------- -----
Manito Dual heavy oil 52.5 101 50,000 Dulwich to Kerrobert, Sask.
North-Sask Dual heavy oil 36 40 22,000 Paradise Hill to Dulwich, Sask.
Cactus Lake Dual heavy oil 13.1 40 38,000 Cactus Lake to Kerrobert, Sask.
Bodo Dual heavy oil 41 15 9,000 Bodo, Alta. to Cactus Lake, Sask.
Milk River Dual medium/light oil 100 10.5 118,000 Milk River, Alta. to U.S. border
Wascana Single light oil 100 108 45,000 Regina, Sask. to U.S. border
Eyehill Dual heavy oil 100 28 15,000 Eyehill to Unity, Sask.
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, 1996 are
reported on pages 3, 14 through 21, and 50 of the 1996 Annual Report, which
is filed in this 10-K report as Exhibit 13.
EMPLOYEES
Murphy had 1,339 full-time employees at December 31, 1996.
COMPETITION AND OTHER CONDITIONS WHICH MAY AFFECT BUSINESS
Murphy operates in the oil industry and 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 28 of the 1996 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. 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 27 of the 1996 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.
7
EXECUTIVE OFFICERS OF THE REGISTRANT
The age (at January 1, 1997), present corporate office, and length of
service in office of each of the Company's executive officers and persons
chosen to become executive 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 39; 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 42; 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 MOUSA from 1989 to 1992 and Vice
President, Petroleum Operations, for Murphy from 1988 to 1989.
Steven A. Cosse - Age 49; 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.
Herbert A. Fox Jr. - Age 62; Vice President since October 1994. Mr. Fox
has also been President of MOUSA since 1992. He served with MOUSA as
Vice President, Manufacturing, from 1990 to 1992 and as Manager of Crude
Supply from 1973 to 1990.
Bill H. Stobaugh - Age 45; 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.
Odie F. Vaughan - Age 60; Treasurer since August 1991. From 1975 through
July 1991, he was with ODECO as Vice President of Taxes and Treasurer.
Ronald W. Herman - Age 59; Controller since August 1991. He was
Controller of ODECO from 1977 through July 1991.
Walter K. Compton - Age 34; Secretary since December 1996. He has been an
attorney with the Company since 1988 and became Manager, Law Department,
in November 1996.
ITEM 3. LEGAL PROCEEDINGS.
Information related to legal proceedings contained in Note Q, page 42 of
the 1996 Annual Report, which is filed in this 10-K report as Exhibit 13,
is incorporated herein. Also, MOUSA, 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 1996.
8
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 29 of the 1996 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 22 of the 1996 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 23 through 28 of the
1996 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 29 through 48 of the
1996 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, page 8, 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 14, 1997, 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 14, 1997, under the captions "Compensation of
Directors," "Executive Compensation," "Option Exercises and Fiscal Year-End
Values," "Option Grants," "Compensation Committee Report for 1996,"
"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 14, 1997, 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 14, 1997, under the caption "Compensation Committee
Interlocks and Insider Participation."
9
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 the
1996 Annual Report, which is filed in this 10-K report as Exhibit 13.
Exhibit 13
Page Nos.
-------------
Independent Auditors' Report 30
Consolidated Statements of Income 31
Consolidated Balance Sheets 32
Consolidated Statements of Cash Flows 33
Consolidated Statements of Stockholders' Equity 34
Notes to Consolidated Financial Statements 35 through 43
(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 12 of this 10-K report lists the exhibits that
are hereby filed or incorporated by reference.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December 31,
1996.
10
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 /s/ CLAIBORNE P. DEMING Date: March 25, 1997
---------------------------------- -------------------------------
Claiborne P. Deming, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 25, 1997 by the following persons on behalf of
the registrant and in the capacities indicated.
/s/ R. MADISON MURPHY /s/ MICHAEL W. MURPHY
- ------------------------------------- -------------------------------------
R. Madison Murphy, Michael W. Murphy, Director
Chairman and Director
/s/ CLAIBORNE P. DEMING /s/ WILLIAM C. NOLAN JR.
- ------------------------------------- -------------------------------------
Claiborne P. Deming, President and William C. Nolan Jr., Director
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ B. R. R. BUTLER /s/ CAROLINE G. THEUS
- ------------------------------------- -------------------------------------
B. R. R. Butler, Director Caroline G. Theus, Director
/s/ GEORGE S. DEMBROSKI /s/ LORNE C. WEBSTER
- ------------------------------------- -------------------------------------
George S. Dembroski, Director Lorne C. Webster, Director
/s/ H. RODES HART /s/ STEVEN A. COSSE
- ------------------------------------- -------------------------------------
H. Rodes Hart, Director Steven A. Cosse, Senior Vice
President and General Counsel
(Principal Financial Officer)
/s/ VESTER T. HUGHES JR. /s/ RONALD W. HERMAN
- ------------------------------------- -------------------------------------
Vester T. Hughes Jr., Director Ronald W. Herman, Controller
(Principal Accounting Officer)
/s/ C. H. MURPHY JR.
- -------------------------------------
C. H. Murphy Jr., Director
11
EXHIBIT INDEX
Exhibit Page Number or
No. Incorporation by Reference to
- ------- -----------------------------------------
3.1 Certificate of Incorporation of Page Ex. 3.1-1
Murphy Oil Corporation as of
September 25, 1986
3.2 Bylaws of Murphy Oil Corporation at Exhibit 3.3, Page Ex. 3.3-1, of Murphy's
October 4, 1995 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 6, Exhibit 4.1, Page Ex. 4.1-0, of Murphy's
1989 between Murphy Oil Corporation and Annual Report on Form 10-K for the year
Harris Trust Company of New York, as Rights ended December 31, 1994
Agent
10.1 1987 Management Incentive Plan (adopted May Exhibit 10.2, Page Ex. 10.2-0, of Murphy's
13, 1987, amended February 7, 1990 Annual Report on Form 10-K for the
retroactive to February 3, 1988) year ended December 31, 1994
10.2 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 1996 Annual Report to Security Holders Page Ex. 13-0, report pp. 2 through 50
Appendix - Narrative to Graphic and Image (Page A-1 for electronic filing only)
Material
21 Subsidiaries of the Registrant Page Ex. 21-1
23 Independent Auditors' Consent Page Ex. 23-1
27 Financial Data Schedule for 1996 (Electronic filing only)
99.1 Undertakings Page Ex. 99.1-1
99.2 Form 11-K, Annual Report for the fiscal To be filed as an amendment of this Annual
year ended December 31, 1996 covering the Report on Form 10-K not later than
Thrift Plan for Employees of Murphy Oil 180 days after December 31, 1996
Corporation
99.3 Form 11-K, Annual Report for the fiscal To be filed as an amendment of this Annual
year ended December 31, 1996 covering the Report on Form 10-K not later than
Thrift Plan for Employees of Murphy Oil 180 days after December 31, 1996
USA, Inc. Represented by United
Steelworkers of America, AFL-CIO, Local No.
8363
99.4 Form 11-K, Annual Report for the fiscal To be filed as an amendment of this Annual
year ended December 31, 1996 covering the Report on Form 10-K not later than
Thrift Plan for Employees of Murphy Oil 180 days after December 31, 1996
USA, Inc. Represented by International
Union of Operating Engineers, AFL-CIO,
Local No. 305
99.5 Form 11-K, Annual Report for the fiscal To be filed as an amendment of this Annual
year ended December 31, 1996 covering the Report on Form 10-K not later than
Thrift Plan for Hourly Employees of Deltic 180 days after December 31, 1996
Farm & Timber Co., Inc.
Exhibits other than those listed above have been omitted since they either are
not required or are not applicable.
12