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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2003

 

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

incorporation or organization)

 

(I.R.S. Employer

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 ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

x Yes     No ¨

 

Number of shares of Common Stock, $1.00 par value, outstanding at March 31, 2003 was 91,786,970.

 


 


PART I – FINANCIAL INFORMATION

 

ITEM 1.    FINANCIAL STATEMENTS

 

MURPHY OIL CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

 

    

March 31,

2003


    

December 31,

2002


 
    

(Unaudited)

        

ASSETS

               

Current assets

               

Cash and cash equivalents

  

$

216,889

 

  

164,957

 

Accounts receivable, less allowance for doubtful accounts of $10,070 in 2003 and $9,307 in 2002

  

 

471,375

 

  

408,782

 

Inventories, at lower of cost or market

               

Crude oil and blend stocks

  

 

42,481

 

  

41,961

 

Finished products

  

 

103,962

 

  

94,158

 

Materials and supplies

  

 

69,772

 

  

65,225

 

Prepaid expenses

  

 

45,264

 

  

59,962

 

Deferred income taxes

  

 

17,609

 

  

19,115

 

    


  

Total current assets

  

 

967,352

 

  

854,160

 

Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization of $3,476,618 in 2003 and $3,361,726 in 2002

  

 

3,131,818

 

  

2,886,599

 

Goodwill, net

  

 

54,593

 

  

51,037

 

Deferred charges and other assets

  

 

90,561

 

  

93,979

 

    


  

Total assets

  

$

4,244,324

 

  

3,885,775

 

    


  

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities

               

Current maturities of long-term debt

  

$

58,939

 

  

57,104

 

Accounts payable and accrued liabilities

  

 

693,662

 

  

599,229

 

Income taxes

  

 

72,658

 

  

61,559

 

    


  

Total current liabilities

  

 

825,259

 

  

717,892

 

Notes payable

  

 

830,350

 

  

788,554

 

Nonrecourse debt of a subsidiary

  

 

65,147

 

  

74,254

 

Deferred income taxes

  

 

338,894

 

  

327,771

 

Asset retirement obligations

  

 

259,198

 

  

160,543

 

Accrued major repair costs

  

 

57,074

 

  

52,980

 

Deferred credits and other liabilities

  

 

154,031

 

  

170,228

 

Stockholders’ equity

               

Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued

  

 

—  

 

  

—  

 

Common Stock, par $1.00, authorized 200,000,000 shares, issued 94,613,379 shares

  

 

94,613

 

  

94,613

 

Capital in excess of par value

  

 

503,791

 

  

504,983

 

Retained earnings

  

 

1,205,936

 

  

1,137,177

 

Accumulated other comprehensive loss

  

 

(16,088

)

  

(66,790

)

Treasury stock, 2,826,409 shares of Common Stock in 2003 and 2,923,925 shares in 2002, at cost

  

 

(73,881

)

  

(76,430

)

    


  

Total stockholders’ equity

  

 

1,714,371

 

  

1,593,553

 

    


  

Total liabilities and stockholders’ equity

  

$

4,244,324

 

  

3,885,775

 

    


  

 

See Notes to Consolidated Financial Statements, page 5.

 

The Exhibit Index is on page 22.

 

1


 

Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(Thousands of dollars, except per share amounts)

 

    

Three Months Ended

March 31,


 
    

2003


    

2002*


 

REVENUES

               

Sales and other operating revenues

  

$

1,321,314

 

  

748,470

 

Gain on sale of assets

  

 

24

 

  

5,736

 

Interest and other income

  

 

975

 

  

1,003

 

    


  

Total revenues

  

 

1,322,313

 

  

755,209

 

    


  

COSTS AND EXPENSES

               

Crude oil and product purchases

  

 

904,693

 

  

484,321

 

Operating expenses

  

 

154,013

 

  

128,362

 

Exploration expenses, including undeveloped lease amortization

  

 

24,150

 

  

42,021

 

Selling and general expenses

  

 

30,822

 

  

22,362

 

Depreciation, depletion and amortization

  

 

75,805

 

  

69,706

 

Accretion on discounted liabilities

  

 

3,115

 

  

—  

 

Interest expense

  

 

13,961

 

  

9,542

 

Interest capitalized

  

 

(9,536

)

  

(4,817

)

    


  

Total costs and expenses

  

 

1,197,023

 

  

751,497

 

    


  

Income from continuing operations before income taxes

  

 

125,290

 

  

3,712

 

Income tax expense

  

 

31,185

 

  

1,381

 

    


  

Income from continuing operations

  

 

94,105

 

  

2,331

 

Discontinued operations, net of tax

  

 

—  

 

  

203

 

Cumulative effect of change in accounting principle, net of tax

  

 

(6,993

)

  

—  

 

    


  

NET INCOME

  

$

87,112

 

  

2,534

 

    


  

INCOME (LOSS) PER COMMON SHARE – BASIC

               

Income from continuing operations

  

$

1.03

 

  

.03

 

Discontinued operations

  

 

—  

 

  

—  

 

Cumulative effect of change in accounting principle

  

 

(.08

)

  

—  

 

    


  

NET INCOME – BASIC

  

$

.95

 

  

.03

 

    


  

INCOME (LOSS) PER COMMON SHARE – DILUTED

               

Income from continuing operations

  

$

1.02

 

  

.03

 

Discontinued operations

  

 

—  

 

  

—  

 

Cumulative effect of change in accounting principle

  

 

(.08

)

  

—  

 

    


  

NET INCOME – DILUTED

  

$

.94

 

  

.03

 

    


  

Average common shares outstanding – basic

  

 

91,738,379

 

  

91,017,906

 

Average common shares outstanding – diluted

  

 

92,349,666

 

  

91,806,092

 

 

*Reclassified to conform to 2003 presentation.

 

See Notes to Consolidated Financial Statements, page 5.

 

2


 

Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(Thousands of dollars)

 

    

Three Months Ended March 31,


 
    

2003


    

2002


 

Net income

  

$

87,112

 

  

2,534

 

Other comprehensive income (loss), net of tax

               

Cash flow hedges

               

Net derivative gains (losses)

  

 

(19,687

)

  

2,947

 

Reclassification adjustments

  

 

18,449

 

  

(3,323

)

    


  

Total cash flow hedges

  

 

(1,238

)

  

(376

)

Net gain (loss) from foreign currency translation

  

 

52,647

 

  

(4,996

)

Minimum pension liability adjustment

  

 

(707

)

  

—  

 

    


  

COMPREHENSIVE INCOME (LOSS)

  

$

137,814

 

  

(2,838

)

    


  

 

See Notes to Consolidated Financial Statements, page 5.

 

3


 

Murphy Oil Corporation and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Thousands of dollars)

 

    

Three Months Ended

March 31,


 
    

2003


    

2002


 

OPERATING ACTIVITIES

               

Income from continuing operations

  

$

94,105

 

  

2,331

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities

               

Depreciation, depletion and amortization

  

 

75,805

 

  

69,706

 

Provisions for major repairs

  

 

6,410

 

  

4,579

 

Expenditures for major repairs and asset retirement obligations

  

 

(3,780

)

  

(2,104

)

Dry holes

  

 

7,114

 

  

23,112

 

Amortization of undeveloped leases

  

 

6,332

 

  

6,062

 

Accretion on discounted liabilities

  

 

3,115

 

  

—  

 

Deferred and noncurrent income tax benefits

  

 

(14,898

)

  

(264

)

Pretax gains from disposition of assets

  

 

(24

)

  

(5,736

)

Net (increase) decrease in operating working capital other than cash and cash equivalents

  

 

44,272

 

  

(66,189

)

Other

  

 

(5,905

)

  

32

 

    


  

Net cash provided by continuing operations

  

 

212,546

 

  

31,529

 

Net cash provided by discontinued operations

  

 

—  

 

  

1,186

 

    


  

Net cash provided by operating activities

  

 

212,546

 

  

32,715

 

    


  

INVESTING ACTIVITIES

               

Property additions and dry holes

  

 

(183,281

)

  

(204,613

)

Proceeds from the sale of assets

  

 

8,006

 

  

27,877

 

Other – net

  

 

30

 

  

(145

)

Investing activities of discontinued operations

  

 

—  

 

  

(247

)

    


  

Net cash required by investing activities

  

 

(175,245

)

  

(177,128

)

    


  

FINANCING ACTIVITIES

               

Increase in notes payable

  

 

42,024

 

  

156,992

 

Decrease in nonrecourse debt of a subsidiary

  

 

(9,056

)

  

(4,051

)

Proceeds from exercise of stock options and employee stock purchase plans

  

 

943

 

  

18,058

 

Cash dividends paid

  

 

(18,353

)

  

(17,057

)

Other

  

 

(72

)

  

—  

 

    


  

Net cash provided by financing activities

  

 

15,486

 

  

153,942

 

    


  

Effect of exchange rate changes on cash and cash equivalents

  

 

(855

)

  

(1,052

)

Net increase in cash and cash equivalents

  

 

51,932

 

  

8,477

 

Cash and cash equivalents at January 1

  

 

164,957

 

  

82,652

 

    


  

Cash and cash equivalents at March 31

  

$

216,889

 

  

91,129

 

    


  

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES

               

Cash income taxes paid

  

$

33,993

 

  

8,262

 

Interest capitalized in excess of amounts paid

  

 

(6,357

)

  

(87

)

 

See Notes to Consolidated Financial Statements, page 5.

 

4


 

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 4 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, 2002. 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 March 31, 2003, and the results of operations and cash flows for the three-month periods ended March 31, 2003 and 2002, in conformity with accounting principles generally accepted in the United States.

 

Financial statements and notes to consolidated financial statements included in this Form 10-Q report should be read in conjunction with the Company’s 2002 Form 10-K report, as certain notes and other pertinent information have been abbreviated or omitted in this report. Financial results for the three months ended March 31, 2003 are not necessarily indicative of future results.

 

Note B – New Accounting Principles

 

The Company adopted Emerging Issues Task Force (EITF) Topic 02-3 in the fourth quarter of 2002. Based on Topic

02-3, Murphy has reflected the results of its crude oil trading activities as net revenue in its income statement, and previously reported revenues and cost of sales in the three-month period ended March 31, 2002 have been reduced by equal and offsetting amounts, with no changes to net income or cash flows. The effect of this reclassification was a net reduction of both net sales and cost of crude oil and product purchases by approximately $63 million in the 2002 period.

 

On January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, which requires the Company to record a liability equal to the fair value of the estimated cost to retire an asset. The asset retirement liability is recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is placed in service. When the liability is initially recorded, the Company will increase the carrying amount of the related long-lived asset by an amount equal to the original liability. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related long-lived asset. Any difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability will be recognized as a gain or loss in the Company’s earnings. The asset retirement obligation is based on a number of assumptions requiring professional judgment. The Company cannot predict the type of revisions to these assumptions that will be required in future periods due to the availability of additional information, including prices for oil field services, technological changes, governmental requirements and other factors. Upon adoption of SFAS No. 143, the Company recorded a charge of $7 million, net of $1.4 million in income taxes, as the cumulative effect of a change in accounting principle. The noncash transition adjustment increased property, plant and equipment, accumulated depreciation, and asset retirement obligations by $142.9 million, $58.8 million, and $92.5 million, respectively.

 

The majority of the asset retirement obligation (ARO) recognized by the Company at March 31, 2003 relates to the estimated costs to dismantle and abandon its investment in producing oil and gas properties and related equipment. A portion of the transition adjustment and ARO relates to its investment in retail gasoline stations. The Company did not record a retirement obligation for certain of its refining and marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation. In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

 

A reconciliation of the beginning and ending aggregate carrying amount of the asset retirement obligations is shown in the following table.

 

(Thousands of dollars)

        

December 31, 2002

  

$

160,543

 

Transition adjustment

  

 

92,500

 

Accretion expense

  

 

3,115

 

Liabilities settled

  

 

(1,353

)

Changes due to translation of foreign currencies

  

 

4,393

 

    


March 31, 2003

  

$

259,198

 

    


 

5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note B – New Accounting Principles (Contd.)

 

The pro forma asset retirement obligations as of January 1, 2002 and March 31, 2002 were $220 million and $223.2 million, respectively. Pro forma net income for the period ended March 31, 2002, assuming SFAS No. 143 had been applied retroactively, is shown in the following table.

 

(Thousands of dollars except per share data)

  

2002


Net income – As reported

  

$

2,534

                      Pro forma

  

 

3,164

Net income per share –  As reported, basic

  

$

.03

                                         Pro forma, basic

  

 

.03

                                         As reported, diluted

  

 

.03

                                         Pro forma, diluted

  

 

.03

 

On January 1, 2003, the Company adopted SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, and SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary and also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue 94-3, Liability Recognition for certain Employee Termination Benefits and Other Costs to Exit an Activity. The adoption of these two accounting standards did not have a material effect on the Company’s financial statements.

 

Additionally, in the first quarter of 2003, the Company has applied FASB issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirement for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an Interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34, and FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. Interpretation No. 45 elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under guarantees issued and requires a guarantor to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. Interpretation No. 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The application of these two FASB Interpretations did not have a material effect on the Company’s financial statements.

 

Note C – Discontinued Operations

 

In December 2002, the Company sold its investment in Ship Shoal Block 113 in the Gulf of Mexico. Operations for the field in the first three months of 2002 have been reported as Discontinued Operations in the Consolidated Statements of Income. Revenues and pretax earnings from the field in the first quarter of 2002 were $2.9 million and $.3 million, respectively.

 

Note D – Environmental Contingencies

 

In addition to being 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 three refineries, 11 terminals, and approximately 80 service stations for which known or potential obligations for environmental remediation exist. In addition the Company operates or has operated numerous oil and gas fields that may require some form of remediation, which is generally provided for by the Company’s asset retirement obligation.

 

The Company’s liability for remedial obligations includes 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 accrued liability by up to an estimated $3 million.

 

6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note D – Environmental Contingencies (Contd.)

 

The Company has received notices from the U.S. Environmental Protection Agency (EPA) that it is currently considered a Potentially Responsible Party (PRP) at two Superfund sites. The potential total cost to all parties to perform necessary remedial work at these sites may be substantial. At one site the Company paid $6,500 to obtain release from further obligations. The Company’s insurance carrier has agreed to reimburse the $6,500. Based on currently available information, the Company believes that it is a de minimus party as to ultimate responsibility at the other Superfund site. The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at the one remaining site or other Superfund sites. The Company does not believe that the ultimate costs to clean-up the two Superfund sites will have a material adverse effect on its net income or cash flows in a future period.

 

There is the possibility that environmental expenditures could be required at currently unidentified sites, and new or revised regulations could require additional expenditures at known sites. However, based on information currently available to the Company, the amount of future remediation costs incurred at known or currently unidentified sites is not expected to have a material adverse effect on future earnings or cash flows.

 

Note E – Other Contingencies

 

The Company’s operations and earnings have been and may be affected by various forms of governmental action both in the United States and throughout the world. Examples of such governmental action include, but are by no means limited to: tax 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 and the protection and/or remediation of the environment; 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 and may be taken without full consideration of their consequences or in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.

 

In December 2000, two of the Company’s Canadian subsidiaries, Murphy Oil Company Ltd. (MOCL) and Murphy Canada Exploration Company (MCEC) as plaintiffs filed an action in the Court of Queen’s Bench of Alberta seeking a constructive trust over oil and gas leasehold rights to Crown lands in British Columbia. The suit alleges that the defendants, the Predator Corporation Ltd. and Predator Energies Partnership (collectively Predator) and Ricks Nova Scotia Co. (Ricks), acquired the lands after first inappropriately obtaining confidential and proprietary data belonging to the Company and its partner. In January 2001, Ricks, representing an undivided 75% interest in the lands in question, settled its portion of the litigation by conveying its interest to the Company and its partner at cost. In 2001, Predator, representing the remaining undivided 25% of the lands in question, filed a counterclaim, as subsequently amended, against MOCL and MCEC and MOCL’s president individually seeking compensatory damages of C$4.61 billion. The Company believes that the counterclaim is without merit and that the amount of damages sought is frivolous. While the litigation is in its preliminary stages and no assurance can be given about the outcome, the Company does not believe that the ultimate resolution of this suit will have a material adverse effect on its financial condition.

 

On March 5, 2002, two of the Company’s subsidiaries filed suit against Enron Canada Corp. (Enron) to collect approximately $2.1 million owed to Murphy under canceled gas sales contracts. On May 1, 2002, Enron counterclaimed for approximately $19.8 million allegedly owed by Murphy under those same agreements. Although the lawsuit in the Court of Queen’s Bench, Alberta, is in its early stages and no assurance can be given, the Company does not believe that the Enron counterclaim is meritorious and does not believe that the ultimate resolution of this matter 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. Based on information currently available to the Company, the ultimate resolution of environmental and legal matters referred to in this note is not expected to have a material adverse effect on the Company’s earnings or financial condition in a future period.

 

7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note E – Other Contingencies (Contd.)

 

In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts. At March 31, 2003, the Company had contingent liabilities of $12.7 million under a financial guarantee and $44.5 million on outstanding letters of credit. The Company has not accrued a liability in its balance sheet related to these letters of credit because it is believed that the likelihood of having these drawn is remote.

 

Note F – Earnings per Share and Stock Options

 

Net income was used as the numerator in computing both basic and diluted income per Common share for the three months ended March 31, 2003 and 2002. The following table reconciles the weighted-average shares outstanding used for these computations.

 

    

Three Months Ended

March 31


    

2003


  

2002


    

(Weighted-average shares)

Basic method

  

91,738,379

  

91,017,906

Dilutive stock options

  

611,287

  

788,186

    
  

Diluted method

  

92,349,666

  

91,806,092

    
  

 

There were no antidilutive options for the periods ended March 31, 2003 or 2002.

 

The Company accounts for its stock options using the intrinsic-value based method of accounting as prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Under this method, compensation expense is not recorded for stock options since all option prices have been equal to or greater than the fair market value of the Company’s stock on the date of grant. The Company would record compensation expense for any stock options deemed to be variable in nature. The Company accrues compensation expense for restricted stock awards and adjusts such costs for changes in the fair market value of Common Stock. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value based method for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value based method prescribed by APB No. 25 and has adopted only the disclosure requirements of SFAS No. 123. Had the Company recorded compensation expense for stock options as prescribed by SFAS No. 123, net income and earnings per share for the three-month periods ended March 31, 2003 and 2002, would be the pro forma amounts shown in the following table.

 

(Thousands of dollars except per share data)

  

2003


  

2002


Net income                 – As reported

  

$

87,112

  

2,534

                                      Pro forma

  

 

86,045

  

1,401

Net income per share  – As reported, basic

  

$

.95

  

.03

                                         Pro forma, basic

  

 

.94

  

.02

                                         As reported, diluted

  

 

.94

  

.03

                                         Pro forma, diluted

  

 

.92

  

.02

 

Note G – Financial Instruments and Risk Management

 

Murphy utilizes derivative instruments to manage certain risks related to interest rates, commodity prices, and foreign currency exchange rates. The use of derivative instruments for risk management is covered by operating policies and is closely monitored by the Company’s senior management. The Company does not hold any derivatives for speculative purposes, and it does not use derivatives with leveraged or complex features. Derivative instruments are traded primarily with creditworthy major financial institutions or over national exchanges.

 

  Interest Rate Risks – Murphy has variable-rate debt obligations that expose the Company to the effects of changes in interest rates. To partially reduce its exposure to interest rate risk, Murphy has interest rate swap agreements with notional amounts totaling $50 million at March 31, 2003 to hedge fluctuations in cash flows of a similar amount of variable rate debt. The swaps mature in 2004. Under the interest rate swaps, the

 

8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note G – Financial Instruments and Risk Management (Contd.)

 

Company pays fixed rates averaging 6.17% over their composite lives and receives variable rates which averaged 1.32% at March 31, 2003. The variable rate received by the Company under each contract is repriced quarterly. The Company has a risk management control system to monitor interest rate cash flow risk attributable to the Company’s outstanding and forecasted debt obligations as well as the offsetting interest rate swaps. The control system involves using analytical techniques, including cash flow sensitivity analysis, to estimate the impact of interest rate changes on future cash flows. The fair value of the effective portions of the interest rate swaps and changes thereto is deferred in Accumulated Other Comprehensive Loss (AOCL) and is subsequently reclassified into Interest Expense in the periods in which the hedged interest payments on the variable-rate debt affect earnings. For the periods ended March 31, 2003 and 2002, the income effect from cash flow hedging ineffectiveness of interest rates was insignificant. The fair value of the interest rate swaps are estimated using projected Federal funds rates, Canadian overnight funding rates and LIBOR forward curve rates obtained from published indices and counterparties. The estimated fair value approximates the values based on quotes from each of the counterparties.

 

  Natural Gas Fuel Price Risks – The Company purchases natural gas as fuel at its Meraux, Louisiana refinery, and as such, is subject to commodity price risk related to the purchase price of this gas. Murphy has hedged the cash flow risk associated with the cost of a portion of the natural gas it will purchase in 2004 through 2006 by entering into natural gas swap contracts with a total notional volume of 9.2 million British Thermal Units (MMBTU). Under the natural gas swaps, the Company pays a fixed rate averaging $2.78 per MMBTU and receives a floating rate in each month of settlement based on the average NYMEX price for the final three trading days of the month. Murphy has a risk management control system to monitor natural gas price risk attributable both to forecasted natural gas requirements and to Murphy’s natural gas swaps. The control system involves using analytical techniques, including various correlations of natural gas purchase prices to future prices, to estimate the impact of changes in natural gas fuel prices on Murphy’s cash flows. The fair value of the effective portions of the natural gas swaps and changes thereto is deferred in AOCL and is subsequently reclassified into Crude Oil and Product Purchases in the income statements in the periods in which the hedged natural gas fuel purchases affect earnings. For the periods ended March 31, 2003 and 2002, the income effect from cash flow hedging ineffectiveness for these contracts was insignificant.

 

  Natural Gas Sales Price Risks – The sales price of natural gas produced by the Company is subject to commodity price risk. Murphy has hedged the cash flow risk associated with the sales price for a portion of the natural gas it will produce in the United States and Canada during 2003 by entering into financial contracts known as natural gas swaps and collars. The swaps cover a combined notional volume averaging 24,200 MMBTU equivalents per day and require Murphy to pay the average relevant index (NYMEX or AECO “C”) price for each month and receive an average price of $3.76 per MMBTU equivalent. The natural gas collars are for a combined notional volume averaging 26,700 MMBTU equivalents per day and based upon the relevant index prices provide Murphy with an average floor price of $3.24 per MMBTU and an average ceiling price of $4.64 per MMBTU. Murphy has a risk management control system to monitor natural gas price risk attributable both to forecasted natural gas sales prices and to Murphy’s hedging instruments. The control system involves using analytical techniques, including various correlations of natural gas sales prices to futures prices, to estimate the impact of changes in natural gas prices on Murphy’s cash flows from the sale of natural gas.

 

The fair values of the effective portions of the natural gas swaps and collars and changes thereto are deferred in AOCL and are subsequently reclassified into Sales and Other Operating Revenues in the income statement in the periods in which the hedged natural gas sales affect earnings. For the periods ended March 31, 2003 and 2002, Murphy’s earnings were not significantly affected by cash flow hedging ineffectiveness.

 

During the three-month period ended March 31, 2003, the Company paid approximately $7 million for settlement of natural gas swap and collar agreements in the U.S. and Canada, and during the same period in 2002, received approximately $1.4 million.

 

The fair value of the natural gas fuel swaps and the natural gas sales swaps and collars are both based on the average fixed price of the instruments and the published NYMEX and AECO “C” index futures price or natural gas price quotes from counterparties.

 

9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note G – Financial Instruments and Risk Management (Contd.)

 

  Crude Oil Sales Price Risks – The sales price of crude oil produced by the Company is subject to commodity price risk. Murphy has hedged the cash flow risk associated with the sales price for a portion of the crude oil it will produce in the United States and Canada during 2003 by entering into financial contracts known as crude oil swaps. A portion of the swaps cover a notional volume of 22,000 barrels per day of light oil and require Murphy to pay the average of the closing settlement price on the NYMEX for the Nearby Light Crude Futures Contract for each month and receive an average price of $25.30 per barrel. Additionally, there are heavy oil swaps with a notional volume of 10,000 barrels per day (which equates to approximately 7,700 barrels per day of the Company’s heavy oil production) that require Murphy to pay the arithmetic average of the posted price at the Kerrobert and Hardisty terminals in Canada for each month and receive an average price of $16.74 per barrel. Murphy has a risk management control system to monitor crude oil price risk attributable both to forecasted crude oil sales prices and to Murphy’s hedging instruments. The control system involves using analytical techniques, including various correlations of crude oil sales prices to futures prices, to estimate the impact of changes in crude oil prices on Murphy’s cash flows from the sale of light and heavy crude oil.

 

The fair values of the effective portions of the crude oil hedges and changes thereto are deferred in AOCL and are subsequently reclassified into Sales and Other Operating Revenues in the income statement in the periods in which the hedged crude oil sales affect earnings. In the first quarter of 2003, cash flow hedging ineffectiveness relating to the crude oil sales swaps increased Murphy’s after-tax earnings by $.7 million.

 

During the three-month period ended March 31, 2003 the Company paid approximately $24.9 million for settlement of maturing swaps.

 

The fair value of the crude oil sales swaps are based on the average fixed price of the instruments and the published NYMEX index futures price or crude oil price quotes from counterparties.

 

  Crude Oil Purchase Price Risks – Each month, the Company purchases crude oil as the primary feedstock for its U.S. refineries. Prior to April 2000, the Company was a party to crude oil swap agreements that limited the exposure of its U.S. refineries to the risks of fluctuations in cash flows resulting from changes in the prices of crude oil purchases in 2001 and 2002. Under each swap, Murphy would have paid a fixed crude oil price and would have received a floating price during the agreement’s contractual maturity period. In April 2000, the Company settled certain of the swaps and entered into offsetting contracts for the remaining swap agreements, locking in a total pretax gain of $7.7 million. The fair values of these settlement gains were recorded in AOCL at January 1, 2001 associated with adoption of SFAS No. 133 as part of the transition adjustment and were recognized as a reduction of costs of crude oil purchases in the period the forecasted transactions occurred. Pretax gains of $3.6 million were reclassified from AOCL into earnings during the three-month period ended March 31, 2002.

 

During the next twelve months, the Company expects to reclassify approximately $11 million in net after-tax losses from AOCL into earnings as the forecasted transactions covered by hedging instruments actually occur. All forecasted transactions currently being hedged are expected to occur by December 2006.

 

Note H – Accumulated Other Comprehensive Loss

 

The components of Accumulated Other Comprehensive Loss on the Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 are presented in the following table.

 

    

March 31,

2003


      

December 31,

2002


 
    

(Millions of dollars)

 

Foreign currency translation

  

$

(4.3

)

    

(56.9

)

Cash flow hedging, net

  

 

(9.7

)

    

(8.5

)

Minimum pension liability, net

  

 

(2.1

)

    

(1.4

)

    


    

Accumulated other comprehensive loss

  

$

(16.1

)

    

(66.8

)

    


    

 

10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

 

Note H – Accumulated Other Comprehensive Loss (Contd.)

 

The effect of SFAS Nos. 133/138, Accounting for Derivative Instruments and Hedging Activities, decreased AOCL for the three months ended March 31, 2003 by $1.2 million, net of $1.3 million in income taxes, and hedging ineffectiveness increased net income by $.6 million, net of $.5 million in income taxes. For the 2003 period losses of $18.4 million, net of $12.9 million in taxes, were reclassified from AOCL to earnings. During the three-month period ended March 31, 2002, AOCL decreased $.4 million, net of $.1 million in income taxes, and hedging ineffectiveness increased net income by $.1 million net of tax. Gains of $3.3 million, net of $1.8 million in taxes, were reclassified from AOCL to earnings in the 2002 period.

 

Note I – Business Segments

 

    

Total Assets at March 31, 2003


  

Three Mos. Ended

March 31, 2003


    

Three Mos. Ended

March 31, 2002


 
       

External Revenues


  

Interseg. Revenues


  

Income (Loss)


    

External Revenues


  

Interseg. Revenues


  

Income (Loss)


 
    

(Millions of dollars)

 

Exploration and production*

                                        

United States

  

$

702.7

  

50.7

  

—  

  

12.8

 

  

30.0

  

.1

  

(2.8

)

Canada

  

 

1,394.8

  

168.6

  

13.0

  

55.9

 

  

101.9

  

18.7

  

17.8

 

United Kingdom

  

 

244.9

  

58.2

  

—  

  

19.1

 

  

45.5

  

—  

  

13.2

 

Ecuador

  

 

97.1

  

11.3

  

—  

  

5.5

 

  

5.6

  

—  

  

.8

 

Malaysia

  

 

140.5

  

—  

  

—  

  

(5.5

)

  

—  

  

—  

  

(8.0

)

Other

  

 

17.3

  

.7

  

—  

  

(.9

)

  

.6

  

—  

  

(.5

)

    

  
  
  

  
  
  

Total

  

 

2,597.3

  

289.5

  

13.0

  

86.9

 

  

183.6

  

18.8

  

20.5

 

    

  
  
  

  
  
  

Refining and marketing

                                        

North America

  

 

1,086.4

  

909.5

  

—  

  

(6.4

)

  

489.9

  

—  

  

(11.5

)

United Kingdom

  

 

229.8

  

122.3

  

—  

  

2.9

 

  

80.7

  

—  

  

(2.2

)

    

  
  
  

  
  
  

Total

  

 

1,316.2

  

1,031.8

  

—  

  

(3.5

)

  

570.6

  

—  

  

(13.7

)

    

  
  
  

  
  
  

Total operating segments

  

 

3,913.5

  

1,321.3

  

13.0

  

83.4

 

  

754.2

  

18.8

  

6.8

 

Corporate and other

  

 

330.8

  

1.0

  

—  

  

10.7

 

  

1.0

  

—  

  

(4.5

)

    

  
  
  

  
  
  

Total from continuing operations

  

$

4,244.3

  

1,322.3

  

13.0

  

94.1

 

  

755.2

  

18.8

  

2.3

 

    

  
  
  

  
  
  


*   Additional details about results of oil and gas operations are presented in the tables on page 18.

 

11


ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

Results of Operations

 

Murphy’s net income in the first quarter of 2003 totaled $87.1 million, $.94 a diluted share, compared to net income of $2.5 million, $.03 a diluted share, in the first quarter a year ago. The 2003 period included a $20.1 million gain related to resolution of prior years’ income tax matters. Additionally, upon adoption of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003, the Company recorded a charge of $7 million, $.08 per share, as the cumulative effect of a change in accounting principle.

 

In the first quarter of 2003, the Company’s exploration and production operations earned $86.9 million compared to continuing operating results of $20.5 million in the same quarter of 2002. Higher sales prices for crude oil and natural gas and lower exploration expenses in Canada and Malaysia were the primary reasons for improved earnings. The Company’s refining and marketing operations incurred a loss of $3.5 million in the 2003 first quarter compared to a $13.7 million loss in the 2002 quarter. The loss in the Company’s North American operations were approximately one-half of the loss in the first quarter of 2002, with the primary improvement coming from stronger retail marketing margins.

 

Exploration and Production

 

Results of continuing exploration and production operations are presented by geographic segment below.

 

    

Income (Loss)


 
    

Three Months Ended March 31,


 
    

2003


      

2002


 
    

(Millions of dollars)

 

Exploration and production

                 

United States

  

$

12.8

 

    

(2.8

)

Canada

  

 

55.9

 

    

17.8

 

United Kingdom

  

 

19.1

 

    

13.2

 

Ecuador

  

 

5.5

 

    

.8

 

Malaysia

  

 

(5.5

)

    

(8.0

)

Other International

  

 

(.9

)

    

(.5

)

    


    

Total

  

$

86.9

 

    

20.5

 

    


    

 

Exploration and production operations in the United States reported earnings of $12.8 million in the first quarter 2003 compared to a loss of $2.8 million in the 2002 quarter. This increase was primarily due to higher natural gas and oil sales prices. Sales of natural gas averaged 78 million cubic feet a day, down from 98 million in the first quarter of 2002 due to lower production in the Gulf of Mexico. U.S. production expenses were down $4.6 million, primarily because of lower well workover costs in the 2003 period.

 

Operations in Canada earned $55.9 million this quarter compared to $17.8 million a year ago due to record oil production, higher average oil and natural gas sales prices and lower exploration expenses. Oil and gas liquids sales in Canada averaged 51,871 barrels a day, an increase of 11% over the prior year, primarily because of higher production at the Terra Nova field in 2003. Canadian natural gas sales averaged 139 million cubic feet a day in the current quarter, down 31%, with the decrease primarily attributable to lower production from the Ladyfern field. Canadian production expenses in the 2003 quarter were virtually unchanged at $37 million, primarily because of lower natural gas production partially offset by higher costs of synthetic oil operations. Exploration expenses were $14.4 million lower than in the 2002 quarter primarily because of lower dry hole costs and less geological and geophysical spending.

 

U.K. operations earned $19.1 million in the current quarter, up from $13.2 million in the prior year. Higher sales prices for crude oil in 2003 were partially offset by lower sales volumes of oil and gas liquids.

 

Operations in Ecuador earned $5.5 million in the first quarter of 2003 compared to $.8 million a year ago, while Malaysia and other international operations reported losses of $5.5 million and $.9 million, respectively, compared to losses of $8 million and $.5 million in 2002. The increase in earnings in Ecuador was primarily the result of increased sales prices. The lower loss in Malaysia in the current period was primarily due to decreased dry hole costs partially offset by increased geological and geophysical expenses primarily associated with the Company’s contract in peninsular Malaysia.

 

12


ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Exploration and Production (Contd.)

 

On a worldwide basis, the Company’s crude oil and condensate sales prices averaged $26.87 a barrel in the current quarter, an increase of 36% from the average of $19.76 in the 2002 period. Average crude oil and liquids production was 74,984 barrels a day, up 1% over last year, but average sales volumes decreased 2% to 78,299 barrels a day due to the timing of liftings. Total natural gas sales volumes averaged 228 million cubic feet a day in 2003, down 26% from the 2002 period. The tables on page 18 provide additional details of the results of exploration and production operations for the first quarter of each year. Selected operating statistics for the three-month periods ended March 31, 2003 and 2002 follow.

 

    

Three Months Ended

March 31,


    

2003


    

2002


Net crude oil, condensate and gas liquids produced–barrels per day

  

 

74,984

 

  

74,292

Continuing operations

  

 

74,984

 

  

73,130

United States

  

 

3,319

 

  

5,023

Canada–light

  

 

3,434

 

  

4,069

             –heavy

  

 

9,287

 

  

9,722

             –offshore

  

 

27,792

 

  

19,759

             –synthetic

  

 

9,343

 

  

11,342

United Kingdom

  

 

18,439

 

  

19,031

Ecuador

  

 

3,370

 

  

4,184

Discontinued operations

  

 

—  

 

  

1,162

Net crude oil, condensate and gas liquids sold–barrels per day

  

 

78,299

 

  

80,208

Continuing operations

  

 

78,299

 

  

79,046

United States

  

 

3,319

 

  

5,023

Canada–light

  

 

3,434

 

  

4,069

             –heavy

  

 

9,287

 

  

9,722

             –offshore

  

 

29,807

 

  

21,436

             –synthetic

  

 

9,343

 

  

11,342

United Kingdom

  

 

18,618

 

  

23,247

Ecuador

  

 

4,491

 

  

4,207

Discontinued operations

  

 

—  

 

  

1,162

Net natural gas sold–thousands of cubic feet per day

  

 

228,164

 

  

309,290

Continuing operations

  

 

228,164

 

  

305,737

United States

  

 

77,958

 

  

97,741

Canada

  

 

138,570

 

  

199,486

United Kingdom

  

 

11,636

 

  

8,510

Discontinued operations

  

 

—  

 

  

3,553

Total net hydrocarbons produced–equivalent barrels per day (1)

  

 

113,011

 

  

125,840

Total net hydrocarbons sold–equivalent barrels per day (1)

  

 

116,326

 

  

131,756

Weighted average sales prices

             

Crude oil and condensate–dollars a barrel (2)

             

United States

  

$

24.78

(4)

  

19.94

Canada (3)–light

  

 

29.69

 

  

17.86

                  –heavy

  

 

12.65

(4)

  

13.39

                  –offshore

  

 

28.12

(4)

  

21.95

                  –synthetic

  

 

25.63

(4)

  

21.23

United Kingdom

  

 

32.46

 

  

20.73

Ecuador

  

 

27.88

 

  

14.84

Natural gas–dollars a thousand cubic feet

             

United States (2)

  

$

6.30

(4)

  

2.60

Canada (3)

  

 

5.20

(4)

  

2.12

United Kingdom (3)

  

 

3.51

 

  

2.96


(1)   Natural gas converted on an energy equivalent basis of 6:1
(2)   Includes intracompany transfers at market prices.
(3)   U.S. dollar equivalent.
(4)   Includes the effects of the Company’s 2003 hedging program.

 

13


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Results of Operations (Contd.)

 

Refining and Marketing

 

Results of refining and marketing operations are presented below by geographic segment.

 

    

Income (Loss)


 
    

Three Months Ended

March 31,


 
    

2003


    

2002


 
    

(Millions of dollars)

 

Refining and marketing

               

North America

  

$

(6.4

)

  

(11.5

)

United Kingdom

  

 

2.9

 

  

(2.2

)

    


  

Total

  

$

(3.5

)

  

(13.7

)

    


  

 

Refining and marketing operations in North America reported a loss of $6.4 million during the first quarter of 2003 compared to a loss of $11.5 million a year ago. The Company’s U.S. retail marketing margins were improved in the current quarter compared to margins experienced in the first quarter of 2002. The first quarter 2002 results included a net gain of $3.5 million from sale of the Company’s interest in Butte Pipe Line. Operations in the United Kingdom reflected earnings of $2.9 million in the first quarter of 2003 compared to a loss of $2.2 million a year ago, with the improvement mostly associated with better refining margins compared to the 2002 period. Worldwide refinery inputs were 160,940 barrels a day in the first quarter of 2003 compared to 154,512 in the 2002 quarter, and petroleum product sales were 228,261 barrels a day, up from 191,318 a year ago.

 

Selected operating statistics for the three-month periods ended March 31, 2003 and 2002 follow.

 

    

Three Months Ended

March 31,


    

2003


  

2002


Refinery inputs–barrels a day

  

160,940

  

154,512

North America

  

124,778

  

117,730

United Kingdom

  

36,162

  

36,782

Petroleum products sold–barrels a day

  

228,261

  

191,318

North America

  

195,689

  

157,504

Gasoline

  

130,489

  

96,903

Kerosine

  

7,969

  

8,448

Diesel and home heating oils

  

37,687

  

35,725

Residuals

  

14,421

  

13,044

Asphalt, LPG and other

  

5,123

  

3,384

United Kingdom

  

32,572

  

33,814

Gasoline

  

10,001

  

12,848

Kerosine

  

2,546

  

2,656

Diesel and home heating oils

  

13,177

  

13,856

Residuals

  

4,506

  

2,812

LPG and other

  

2,342

  

1,642

 

Corporate and other

 

Corporate activities, which include interest income and expense and corporate overhead not allocated to operating functions, reflected earnings of $10.7 million in the current quarter compared to a loss of $4.5 million in the first quarter of 2002. The 2003 results included a $20.1 million gain from the resolution of prior years’ income tax matters that was partially offset by higher retirement and medical expenses and lower other income tax benefits.

 

14


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Financial Condition

 

Net cash provided by continuing operating activities was $212.5 million for the first three months of 2003 compared to $31.5 million during the same period in 2002. Changes in operating working capital other than cash and cash equivalents provided cash of $44.3 million in the first quarter of 2003, but required cash of $66.2 million in the 2002 period.

 

Other predominant uses of cash in both years were for dividends, which totaled $18.4 million in 2003 and $17.1 million in 2002 and for capital expenditures, which, including amounts expensed, are summarized in the following table.

 

    

Three Months Ended

March 31,


 
    

2003


    

2002


 
    

(Millions of dollars)

 

Capital Expenditures

               

Exploration and production

  

$

143.4

 

  

176.9

 

Refining and marketing

  

 

50.4

 

  

40.3

 

Corporate and other

  

 

.2

 

  

.3

 

    


  

Total capital expenditures

  

 

194.0

 

  

217.5

 

Geological, geophysical and other exploration expenses charged to income

  

 

(10.7

)

  

(12.9

)

    


  

Total property additions and dry holes

  

$

183.3

 

  

204.6

 

    


  

 

Working capital at March 31, 2003 was $142.1 million, up $5.8 million from December 31, 2002. This level of working capital does not fully reflect the Company’s liquidity position, because the lower historical costs assigned to inventories under last-in first-out accounting were $139.4 million below fair value at March 31, 2003.

 

At March 31, 2003, long-term notes payable of $830.4 million were up $41.8 million from December 31, 2002 due to borrowings to fund certain capital expenditures. Long-term nonrecourse debt of a subsidiary was $65.1 million, down $9.1 million from December 31, 2002 due to scheduled repayments. A summary of capital employed at March 31, 2003 and December 31, 2002 follows.

 

    

March 31, 2003


  

Dec. 31, 2002


Capital Employed


  

Amount


  

%


  

Amount


  

%


    

(Millions of dollars)

Notes payable

  

$

830.4

  

32

  

$

788.6

  

32

Nonrecourse debt of a subsidiary

  

 

65.1

  

2

  

 

74.2

  

3

Stockholders’ equity

  

 

1,714.4

  

66

  

 

1,593.6

  

65

    

  
  

  

Total capital employed

  

$

2,609.9

  

100

  

$

2,456.4

  

100

    

  
  

  

 

Accounting and Other Matters

 

Early in the first quarter of 2003, the Company signed a letter of intent to sell its interest in the Ninian and Columba fields in the U.K. for total proceeds of approximately $36 million. Additionally, in April 2003 the Company announced it had agreed to sell its interest in various Canadian oil and natural gas properties for consideration of $35 million. The combined net daily production in 2002 from these properties was slightly over 5,500 barrels of oil equivalent per day. The transactions are expected to close in the second quarter 2003.

 

As described in Note B on page 5 of this Form 10-Q report, Murphy adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003.

 

Murphy holds a 20% interest in Block 16 Ecuador, where the Company and its partners produce oil for export. In 2001, the local tax authorities announced that Value Added Taxes (VAT) paid on goods and services related to Block 16 and many oil fields held by other companies will no longer be reimbursed. In response to this announcement, oil producers have filed actions in the Ecuador Tax Court seeking determination that the VAT in question is reimbursable. As of March 31, 2003, the Company has a receivable of approximately $6.5 million related to VAT. Murphy believes that its claim for reimbursement of VAT under applicable Ecuador tax law is valid, and it does not expect that the resolution of this matter will have a material adverse affect on the Company’s financial position.

 

15


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS (Contd.)

 

Outlook

 

The Company expects the sales prices for oil and natural gas for the remainder of 2003 to be lower than the average prices experienced in the first quarter of 2003. Production is expected to average 120,000 barrels of oil equivalent per day in the second quarter. New production is set to commence at the West Patricia field in Malaysia in May and the Medusa field should start up production in the third quarter 2003. Refining and marketing margins in the U.S. have been stronger early in the second quarter of 2003 compared to the margins experienced in the just completed first quarter. The Company’s Superior, Wisconsin refinery will be off-line for turnaround for most of May 2003 and based on present plans, the Meraux, Louisiana refinery will have a scheduled turnaround, with related tie-in of new equipment, in the third quarter 2003.

 

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.

 

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed to market risks associated with interest rates, prices of crude oil, natural gas and petroleum products, and foreign currency exchange rates. As described in Note G to this Form 10-Q report, Murphy makes use of derivative financial and commodity instruments to manage risks associated with existing or anticipated transactions.

 

The Company was a party to interest rate swaps at March 31, 2003 with notional amounts totaling $50 million that were designed to hedge fluctuations in cash flows of a similar amount of variable-rate debt. These swaps mature in 2004. The swaps require the Company to pay an average interest rate of 6.17% over their composite lives, and at March 31, 2003, the interest rate to be received by the Company averaged 1.32%. 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 recorded as a liability of $3.5 million at March 31, 2003, with the offsetting loss recorded in Accumulated Other Comprehensive Loss (AOCL) in Stockholders’ Equity.

 

At March 31, 2003, 24% of the Company’s debt had variable interest rates and 4% was denominated in Canadian dollars. Based on debt outstanding at March 31, 2003, a 10% increase in variable interest rates would increase the Company’s interest expense approximately $.2 million for the next 12 months after including the favorable effect resulting from lower net settlement payments under the aforementioned interest rate swaps. A 10% increase in the exchange rate of the Canadian dollar versus the U.S. dollar would increase interest expense for the next 12 months by less than $.1 million for debt denominated in Canadian dollars.

 

Murphy was a party to natural gas price swap agreements at March 31, 2003 for a total notional volume of 9.2 MMBTU that are intended to hedge the financial exposure of its Meraux, Louisiana refinery to fluctuations in the future price of a portion of natural gas to be purchased for fuel during 2004 through 2006. In each month of settlement, the swaps require Murphy to pay an average natural gas price of $2.78 per MMBTU and to receive the average NYMEX price for the final three trading days of the month. At March 31, 2003, the estimated fair value of these agreements was recorded as an asset of $15.5 million. A 10% increase in the average NYMEX price of natural gas would have increased this asset by $4 million, while a 10% decrease would have reduced the asset by a similar amount.

 

The Company was a party to natural gas swap agreements and natural gas collar agreements at March 31, 2003 that are intended to hedge the financial exposure of a portion of its 2003 U.S. and Canadian natural gas production to changes in gas sales prices. The swap agreements are for a combined notional volume that averages 24,200 MMBTU equivalents per day and require Murphy to pay the average relevant index price for each month and

 

16


receive an average price of $3.76 per MMBTU equivalent. The collar agreements are for a combined notional volume of 26,700 MMBTU equivalents per day and based upon the relevant index prices provide Murphy with an average floor price of $3.24 per MMBTU and an average ceiling price of $4.64 per MMBTU. At March 31, 2003, the estimated fair value of these agreements was recorded as a liability of $11 million, with the offsetting loss recorded in Accumulated Other Comprehensive Loss (AOCL) in Stockholders’ Equity. A 10% increase in the average index price of natural gas would have increased this liability by $3.2 million, while a 10% decrease would have reduced the liability by a similar amount.

 

In addition, the Company was a party to crude oil swap agreements at March 31, 2003 that are intended to hedge the financial exposure of a portion of its 2003 U.S. and Canadian crude oil production to changes in crude oil sales prices. A portion of the swap agreements cover a notional volume of 22,000 barrels per day of light oil and require Murphy to pay the average of the closing settlement price on the NYMEX for the Nearby Light Crude Futures Contract for each month and receive an average price of $25.30 per barrel. Additionally, there are heavy oil swap agreements with a notional volume of 10,000 barrels per day (which equates to approximately 7,700 barrels per day of the Company’s heavy oil production) that require Murphy to pay the arithmetic average of the posted prices for each month at the Kerrobert and Hardisty terminals in Canada and receive an average price of $16.74 per barrel. At March 31, 2003, the estimated fair value of these agreements was recorded as a liability of $19.4 million, with the offsetting loss recorded in AOCL in Stockholders’ Equity. A 10% increase in the average index prices of light oil and heavy oil would have increased this liability by $21.7 million, while a 10% decrease would have reduced the liability by a similar amount.

 

ITEM 4.    CONTROLS AND PROCEDURES

 

The Company, under the direction of its principal executive officer and principal financial officer, has established controls and procedures to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.

 

Based on their evaluation as of a date within 90 days of the filing of this Quarterly Report on Form 10-Q, the principal executive officer and principal financial officer of Murphy Oil Corporation have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by Murphy Oil Corporation in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their most recent evaluation.

 

17


 

CONTINUING OIL AND GAS OPERATING RESULTS (unaudited)

 

    

United States


    

Canada


  

United Kingdom


  

Ecuador


  

Malaysia


    

Other


    

Synthetic Oil–

Canada


  

Total


    

(Millions of dollars)

Three Months Ended March 31, 2003

                                               

Oil and gas sales and other operating revenues

  

$

50.7

 

  

160.1

  

58.2

  

11.3

  

—  

 

  

.7

 

  

21.5

  

302.5

Production expenses

  

 

7.8

 

  

19.3

  

11.5

  

4.2

  

—  

 

  

—  

 

  

14.4

  

57.2

Depreciation, depletion and amortization

  

 

8.3

 

  

40.3

  

9.6

  

1.5

  

.2

 

  

.1

 

  

2.0

  

62.0

Accretion expense

  

 

.8

 

  

1.2

  

.9

  

—  

  

—  

 

  

.1

 

  

.1

  

3.1

Exploration expenses

                                               

Dry holes

  

 

2.9

 

  

4.2

  

—  

  

—  

  

—  

 

  

—  

 

  

—  

  

7.1

Geological and geophysical

  

 

3.6

 

  

1.5

  

—  

  

—  

  

4.4

 

  

—  

 

  

—  

  

9.5

Other

  

 

.5

 

  

.5

  

.1

  

—  

  

—  

 

  

.1

 

  

—  

  

1.2

    


  
  
  
  

  

  
  
    

 

7.0

 

  

6.2

  

.1

  

—  

  

4.4

 

  

.1

 

  

—  

  

17.8

Undeveloped lease amortization

  

 

2.6

 

  

3.7

  

—  

  

—  

  

—  

 

  

—  

 

  

—  

  

6.3

    


  
  
  
  

  

  
  

Total exploration expenses

  

 

9.6

 

  

9.9

  

.1

  

—  

  

4.4

 

  

.1

 

  

—  

  

24.1

    


  
  
  
  

  

  
  

Selling and general expenses

  

 

4.6

 

  

4.1

  

1.1

  

.1

  

.9

 

  

1.6

 

  

.1

  

12.5

Income tax provisions (benefits)

  

 

6.8

 

  

32.7

  

15.9

  

—  

  

—  

 

  

(.3

)

  

1.6

  

56.7

    


  
  
  
  

  

  
  

Results of operations (excluding corporate overhead and interest)

  

$

12.8

 

  

52.6

  

19.1

  

5.5

  

(5.5

)

  

(.9

)

  

3.3

  

86.9

    


  
  
  
  

  

  
  

Three Months Ended March 31, 2002

                                               

Oil and gas sales and other operating revenues

  

$

30.1

 

  

98.9

  

45.5

  

5.6

  

—  

 

  

.6

 

  

21.7

  

202.4

Production expenses

  

 

12.4

 

  

20.1

  

11.4

  

3.3

  

—  

 

  

—  

 

  

12.9

  

60.1

Depreciation, depletion and amortization

  

 

8.8

 

  

34.8

  

9.8

  

1.3

  

.3

 

  

.1

 

  

2.1

  

57.2

Exploration expenses

                                               

Dry holes

  

 

5.0

 

  

12.4

  

—  

  

—  

  

5.7

 

  

—  

 

  

—  

  

23.1

Geological and geophysical

  

 

2.0

 

  

7.8

  

—  

  

—  

  

4

 

  

—  

 

  

—  

  

10.2

Other

  

 

.4

 

  

.6

  

.2

  

—  

  

1.6

 

  

(.1

)

  

—  

  

2.7

    


  
  
  
  

  

  
  
    

 

7.4

 

  

20.8

  

.2

  

—  

  

7.7

 

  

(.1

)

  

—  

  

36.0

Undeveloped lease amortization

  

 

2.5

 

  

3.5

  

—  

  

—  

  

—  

 

  

—  

 

  

—  

  

6.0

    


  
  
  
  

  

  
  

Total exploration expenses

  

 

9.9

 

  

24.3

  

.2

  

—  

  

7.7

 

  

(.1

)

  

—  

  

42.0

    


  
  
  
  

  

  
  

Selling and general expenses

  

 

3.9

 

  

3.3

  

.8

  

.2

  

—  

 

  

1.2

 

  

.1

  

9.5

Income tax provisions (benefits)

  

 

(2.1

)

  

3.0

  

10.1

  

—  

  

—  

 

  

(.1

)

  

2.2

  

13.1

    


  
  
  
  

  

  
  

Results of operations (excluding corporate overhead and interest)

  

$

(2.8

)

  

13.4

  

13.2

  

.8

  

(8.0

)

  

(.5

)

  

4.4

  

20.5

    


  
  
  
  

  

  
  

 

18


 

PART II – OTHER INFORMATION

 

ITEM 1.    LEGAL PROCEEDINGS

 

In December 2000, two of the Company’s Canadian subsidiaries, Murphy Oil Company Ltd. (MOCL) and Murphy Canada Exploration Company (MCEC) as plaintiffs filed an action in the Court of Queen’s Bench of Alberta seeking a constructive trust over oil and gas leasehold rights to Crown lands in British Columbia. The suit alleges that the defendants, the Predator Corporation Ltd. and Predator Energies Partnership (collectively Predator) and Ricks Nova Scotia Co. (Ricks), acquired the lands after first inappropriately obtaining confidential and proprietary data belonging to the Company and its partner. In January 2001, Ricks, representing an undivided 75% interest in the lands in question, settled its portion of the litigation by conveying its interest to the Company and its partner at cost. In 2001, Predator, representing the remaining undivided 25% of the lands in question, filed a counterclaim, as subsequently amended, against MOCL and MCEC and MOCL’s president individually seeking compensatory damages of C$4.61 billion. The Company believes that the counterclaim is without merit and that the amount of damages sought is frivolous. While the litigation is in its preliminary stages and no assurance can be given about the outcome, the Company does not believe that the ultimate resolution of this suit will have a material adverse effect on its financial condition.

 

On March 5, 2002, two of the Company’s subsidiaries filed suit against Enron Canada Corp. (Enron) to collect approximately $2.1 million owed to Murphy under canceled gas sales contracts. On May 1, 2002, Enron counterclaimed for approximately $19.8 million allegedly owed by Murphy under those same agreements. Although the lawsuit in the Court of Queen’s Bench, Alberta, is in its early stages and no assurance can be given, the Company does not believe that the Enron counterclaim is meritorious and does not believe that the ultimate resolution of this matter 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. Based on information currently available to the Company, the ultimate resolution of matters referred to in this Item is not expected to have a material adverse effect on the Company’s earnings or financial condition in a future period.

 

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

 

  (a)   The Exhibit Index on pages 22 and 23 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 March 31, 2003.

 

SIGNATURE

 

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)

 

May 13, 2003

      (Date)

 

19


CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Claiborne P. Deming, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of Murphy Oil Corporation;

 

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 13, 2003

 

/s/ Claiborne P. Deming

Claiborne P. Deming

Principal Executive Officer

 

20


CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Steven A. Cossé, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of Murphy Oil Corporation;

 

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 13, 2003

 

/s/ Steven A. Cossé

Steven A. Cossé

Principal Financial Officer

 

 

21


EXHIBIT INDEX

 

Exhibit

No.


       

Incorporated by Reference to


3.1

  

Certificate of Incorporation of Murphy Oil Corporation

as amended, effective May 17, 2001

  

Exhibit 3.1 of Murphy’s Form 10-Q report for the quarterly period ended June 30, 2001

3.2

  

By-Laws of Murphy Oil Corporation as amended effective April 2, 2003

  

Exhibit 3.2 filed herewith

4   

  

Instruments Defining the Rights of Security Holders. Murphy is party to several long-term debt instruments in addition to the one in Exhibit 4.1, 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

  

Form of Second Supplement Indenture between Murphy Oil Corporation and SunTrust Bank, as Trustee

  

Exhibit 4.1 of Murphy’s Form 8-K report filed May 3, 2002 under the Securities Exchange Act of 1934

4.2

  

Form of Indenture and Form of Supplemental Indenture between Murphy Oil Corporation and SunTrust Bank, as Trustee

  

Exhibits 4.1 and 4.2 of Murphy’s Form 8-K report filed April 29, 1999 under the Securities Exchange Act of 1934

4.3

  

Rights Agreement dated as of December 6, 1989 between Murphy Oil Corporation and Harris Trust Company of New York, as Rights Agent

  

Exhibit 4.3 of Murphy’s Form 10-K report for the year ended December 31, 1999

4.4

  

Amendment No. 1 dated as of April 6, 1998 to Rights Agreement dated as of December 6, 1989 between Murphy Oil Corporation and Harris Trust Company of New York, as Rights Agent

  

Exhibit 3 of Murphy’s Form 8-A/A, Amendment No. 1, filed April 14, 1998 under the Securities Exchange Act of 1934

4.5

  

Amendment No. 2 dated as of April 15, 1999 to Rights Agreement dated as of December 6, 1989 between Murphy Oil Corporation and Harris Trust Company of New York, as Rights Agent

  

Exhibit 4 of Murphy’s Form 8-A/A, Amendment No. 2, filed April 19, 1999 under the Securities Exchange Act of 1934

10.1

  

1982 Stock Incentive Plan as amended May 14, 1997 and December 1, 1999

  

Exhibit 10.1 filed herewith

10.2

  

Employee Stock Purchase Plan as amended May 10, 2000

  

Exhibit 99.01 of Murphy’s Form S-8 registration statement filed August 4, 2000 under the Securities Act of 1933

10.3

  

Motor Vehicle Fueling Station Master Ground Lease Agreement

  

Exhibit 10.3 of Murphy’s Form 10-K report for the year ended December 31, 2002

12.1

  

Computation of Ratio of Earnings to Fixed Charges

  

Exhibit 12.1 filed herewith

 

22


EXHIBIT INDEX

 

Exhibit

No.


       

Incorporated by Reference to


99.1

  

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

  

Exhibit 99.1 filed herewith

99.2

  

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

  

Exhibit 99.2 filed herewith

 

Exhibits other than those listed above have been omitted since they are either not required or not applicable.

 

23