MURPHY OIL CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements – The consolidated financial statements of Murphy Oil Corporation and consolidated subsidiaries are located or begin on the pages of this Form 10-K report as indicated below.
| Page No. | |
|---|---|
| Report of Management – Consolidated Financial Statements | 61 |
| Report of Management – Internal Control Over Financial Reporting | 61 |
| Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (KPMG LLP , Houston, TX, Auditor Firm ID: 185) | 62 |
| Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting (KPMG LLP, Houston, TX, Auditor Firm ID: 185) | 64 |
| Consolidated Balance Sheets | 65 |
| Consolidated Statements of Operations | 66 |
| Consolidated Statements of Comprehensive Income (Loss) | 67 |
| Consolidated Statements of Cash Flows | 68 |
| Consolidated Statements of Stockholders’ Equity | 69 |
| Notes to Consolidated Financial Statements | 70 |
| Note A – Significant Accounting Policies | 70 |
| Note B – New Accounting Principles and Recent Accounting Pronouncements | 74 |
| Note C – Revenue from Contracts with Customers | 74 |
| Note D – Property, Plant and Equipment | 77 |
| Note E – Inventories | 78 |
| Note F – Financing Arrangements and Debt | 79 |
| Note G – Asset Retirement Obligations | 80 |
| Note H – Income Taxes | 81 |
| Note I – Incentive Plans | 83 |
| Note J – Employee and Retiree Benefit Plans | 86 |
| Note K – Financial Instruments and Risk Management | 92 |
| Note L – Earnings per Share | 93 |
| Note M – Other Financial Information | 93 |
| Note N – Accumulated Other Comprehensive Loss | 94 |
| Note O – Assets and Liabilities Measured at Fair Value | 95 |
| Note P – Commitments | 96 |
| Note Q – Environmental and Other Contingencies | 96 |
| Note R – Common Stock Issued and Outstanding | 98 |
| Note S – Business Segments | 98 |
| Note T – Leases | 101 |
| Supplemental Oil and Natural Gas Information (unaudited) | 103 |
| Supplemental Quarterly Information (unaudited) | 119 |
- Financial Statement Schedules
| Schedule II – Valuation Accounts and Reserves | 120 |
|---|
All other 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.
- Exhibits – The following is an index of exhibits that are hereby filed as indicated by asterisk (*), that are considered furnished rather than filed, or that are incorporated by reference. Exhibits other than those listed have been omitted since they either are not required or are not applicable.
| ExhibitNo. | Incorporated by Reference to the Indicated Filing byMurphy Oil Corporation | |
| 2.1 | Purchase and sale agreement dated as of April 19, 2019 between LLOG Bluewater Holdings, LLC and LLOG Exploration Offshore, LLC, as seller, and Murphy Exploration & Production Company – USA, as purchaser. | Exhibit 2.1 to Form 8-K filed June 5, 2019 |
| 2.2 | First Amendment to Purchase and Sale Agreement dated as of May 31, 2019 among Murphy Exploration & Production Company - USA, LLOG Exploration Offshore, L.L.C. and LLOG Bluewater Holdings, L.L.C. | Exhibit 2.2 to Form 8-K filed June 5, 2019 |
| 2.3 | Contribution Agreement dated as of October 10, 2018 among Murphy Exploration & Production Company – USA, Petrobras America Inc. and MP Gulf of Mexico, LLC | Exhibit 2.1 to Form 10-K filed February 27, 2019 |
| 2.4 | Share Sale and Purchase Agreement between Canam Offshore Limited and PTTEP HK Offshore Limited for the sale and purchase of the entire issued share capital of Murphy Sarawak Oil Co., Ltd. and Murphy Sabah Oil Co., Ltd., dated March 21, 2019 | Exhibit 10.3 to Form 10-Q filed May 2, 2019 |
| 3.1 | Certificate of Incorporation of Murphy Oil Corporation, as amended effective May 11, 2005 | Exhibit 3.1 to Form 10-K filed February 28, 2011 |
| 3.2 | By-Laws of Murphy Oil Corporation, as amended effective August 5, 2020 | Exhibit 3.2 to Form 10-Q filed August 6, 2020 |
| 4.1 | Indenture dated as of May 4, 1999 between Murphy Oil Corporation and SunTrust Bank, Nashville, N.A., as trustee | Exhibit 4.2 to Form 10-K filed March 16, 2005 |
| 4.2 | Supplemental Indenture dated as of May 4, 1999 between Murphy Oil Corporation and SunTrust Bank, Nashville, N.A., as trustee, relating to 7.05% Notes due 2029 | Exhibit 4.2 to Form 10-K filed March 16, 2005 |
| 4.3 | Indenture dated as of May 18, 2012 between Murphy Oil Corporation and U.S. Bank National Association, as trustee | Exhibit 4.1 to Form 8-K filed May 18, 2012 |
| 4.4 | Second Supplemental Indenture dated as of November 30, 2012, between Murphy Oil Corporation and U.S. Bank National Association, as trustee, relating to 5.125% Notes due 2042 | Exhibit 4.1 to Form 8-K filed November 30, 2012 |
| 4.5 | Third Supplemental Indenture dated as of August 17, 2016, between Murphy Oil Corporation and U.S. Bank National Association, as trustee, relating to 6.875% Notes due 2024 | Exhibit 4.1 to Form 8-K filed August 17, 2016 |
| 4.6 | Fourth Supplemental Indenture dated as of August 18, 2017, between Murphy Oil Corporation and U.S. Bank National Association, as trustee, relating to 5.75% Notes due 2025 | Exhibit 4.1 to Form 8-K filed August 18, 2017 |
| 4.7 | Fifth Supplemental Indenture dated as of November 27, 2019, between Murphy Oil Corporation and U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association, as series trustee, relating to 5.875% Notes due 2027 | Exhibit 4.2 to Form 8-K filed November 27, 2019 |
| 4.8 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.9 to Form 10-K filed February 27, 2020 |
| 4.9 | Sixth Supplemental Indenture dated as of March 5, 2021, between Murphy Oil Corporation and U.S. Bank National Association, as trustee, and Wells Fargo Bank, National Association as series trustee, relating to 6.375% Notes due 2028 | Exhibit 4.2 to Form 8-K filed March 5, 2021 |
| 10.1 | New Credit Agreement dated as of November 17, 2022 among Murphy Oil Corporation, Murphy Exploration & Production Company – International, and Murphy Oil Company Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto | Exhibit 10.1 to Form 10-K filed February 27, 2023 |
| 10.3 | Murphy Oil Corporation 2012 Long-Term Incentive Plan | Exhibit A to definitive proxy statement filed March 29, 2012 |
| 10.4 | Amendment to the Murphy Oil Corporation 2012 Long-Term Incentive Plan | Exhibit 10.8 to Form 10-K filed February 27, 2020 |
| 10.5 | Form of employee stock option (2012 Long-Term Incentive Plan) | Exhibit 99.1 to Form 10-K filed February 28, 2014 |
| 10.6 | Form of stock appreciation right (2012 Long-Term Incentive Plan) | Exhibit 99.3 to Form 10-Q filed May 7, 2014 |
| 10.7 | Murphy Oil Corporation 2018 Long-Term Incentive Plan | Exhibit B to definitive proxy statement filed March 23, 2018 |
| 10.8 | Amendment to the Murphy Oil Corporation 2018 Long-Term Incentive Plan | Exhibit 10.15 to Form 10-K filed February 27, 2020 |
| 10.9 | Form of employee performance-based restricted stock unit – stock settled grant agreement (2018 Long-Term Incentive Plan) | Exhibit 10.14 to Form 10-K filed February 27, 2019 |
| 10.10 | Form of employee performance-based restricted stock unit – stock settled grant agreement (2018 Long-Term Incentive Plan) | Exhibit 10.17 to Form 10-K filed February 27, 2020 |
| 10.11 | Form of employee time-based restricted stock unit – stock settled 3-year grant agreement (2018 Long-Term Incentive Plan) | Exhibit 10.15 to Form 10-K filed February 27, 2019 |
| 10.12 | Form of employee time-based restricted stock unit – stock settled 5-year grant agreement (2018 Long-Term Incentive Plan) | Exhibit 10.16 to Form 10-K filed February 27, 2019 |
| 10.13 | Murphy Oil Corporation 2020 Long-Term Incentive Plan | Exhibit A to definitive proxy statement filed March 30, 2020 |
| 10.14 | Form of employee performance-based restricted stock unit – stock settled grant agreement (2020 LTI Plan) | Exhibit 10.21 to Form 10-K filed February 26, 2021 |
| 10.15 | Form of employee time-based restricted stock unit – stock settled 3-year grant agreement (2020 LTI Plan) | Exhibit 10.22 to Form 10-K filed February 26, 2021 |
| 10.16 | Form of employee time-based restricted stock unit – stock settled 5-year grant agreement (2020 LTI Plan) | Exhibit 10.23 to Form 10-K filed February 26, 2021 |
| 10.17 | Form of employee time-based restricted stock unit – cash settled 3-year grant agreement (2020 LTI Plan) | Exhibit 10.24 to Form 10-K filed February 26, 2021 |
| 10.18 | Form of employee time-based restricted stock unit – cash settled 5-year grant agreement (2020 LTI Plan) | Exhibit 10.25 to Form 10-K filed February 26, 2021 |
| 10.19 | Murphy Oil Corporation 2018 Stock Plan for Non-Employee Directors | Exhibit A to definitive proxy statement filed March 23, 2018 |
| 10.20 | First Amendment to the 2018 Stock Plan for Non-Employee Directors | Exhibit 10.1 to Form 8-K filed April 25, 2018 |
| 10.21 | Second Amendment to the 2018 Stock Plan for Non-Employee Directors | Exhibit 10.24 to Form 10-K filed February 27, 2020 |
| 10.22 | Form of non-employee director restricted stock unit award – stock settled grant agreement (2018 NED Plan) | Exhibit 10.20 to Form 10-K filed February 27, 2019 |
| 10.23 | Form of non-employee director restricted stock unit award – stock settled grant agreement (2018 NED Plan) | Exhibit 10.26 to Form 10-K filed February 27, 2020 |
| 10.24 | Murphy Oil Corporation 2021 Stock Plan for Non-Employee Directors | Exhibit A to definitive proxy statement filed March 26, 2021 |
| 10.25 | Form of non-employee director restricted stock unit award – stock settled grant agreement (2021 NED Plan) | Exhibit 10.27 to Form 10-Q filed August 5, 2021 |
| 10.26 | Murphy Oil Corporation Non-Qualified Deferred Compensation Plan for Non-Employee Directors | Exhibit 10.6 to Form 10-K filed February 26, 2016 |
| 10.27 | Trademark License Agreement dated as of August 30, 2013, between Murphy Oil Corporation and Murphy USA Inc. | Exhibit 10.4 to Form 8-K filed September 5, 2013 |
| 10.28 | First Amendment to the New Credit Agreement dated as of December 16, 2022 among Murphy Oil Corporation, Murphy Exploration & Production Company – International and Murphy Oil Company Ltd., as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto | Exhibit 10.28 to Form 10-K filed February 27, 2023 |
| *10.29 | Murphy Oil Corporation Compensation Recoupment Policy | |
| *10.30 | Form of employee performance-based restricted stock unit (2020 LTI Plan) | |
| *10.31 | Form of employee time-based restricted stock unit – A (2020 LTI Plan) | |
| *10.32 | Form of employee time-based restricted stock unit – B (2020 LTI Plan) | |
| *10.33 | Form of employee time-based restricted stock unit – C (2020 LTI Plan) | |
| *10.34 | Form of employee time-based restricted stock unit – D (2020 LTI Plan) | |
| *21.1 | Subsidiaries of Murphy Oil Corporation | |
| *23.1 | Consent of Independent Registered Public Accounting Firm | |
| *23.2 | Consent of Ryder Scott Company, L.P. | |
| *23.3 | Consent of McDaniel & Associates Consultants Ltd. | |
| *23.4 | Consent of Gaffney, Cline & Associates Pte. Ltd. | |
| *31.1 | Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| *31.2 | Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| *32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| *99.1 | Ryder Scott reserves audit report for U.S. Onshore and Gulf of Mexico | |
| *99.2 | Ryder Scott reserves audit report for MP GOM JV | |
| *99.3 | McDaniel independent audit report for Canada Onshore proved crude oil and natural gas reserves | |
| *99.4 | Gaffney, Cline independent audit report for Vietnam proved crude oil and natural gas reserves | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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