8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 27, 2012

MURPHY OIL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-8590	71-0361522
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Peach Street P.O. Box 7000, El Dorado, Arkansas		71731-7000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 870-862-6411

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 27, 2012, Murphy Oil Corporation (“Murphy”) filed with the Securities and Exchange Commission a preliminary prospectus supplement to its registration statement on Form S-3 (File No. 333-184287), which included unaudited pro forma condensed consolidated financial statements (“Pro Formas”) to show the pro forma impact of certain previously announced corporate transactions, including: (1) the planned sale of Murphy’s exploration and production operations in the United Kingdom, (2) the planned spin-off of Murphy Oil USA, Inc. (“Murphy USA”) into an independent and separately traded company, which is expected to be completed in 2013, (3) the special dividend of $2.50 per share, for a total dividend of approximately $500 million, payable on December 3, 2012 and (4) up to $1 billion of stock buybacks pursuant to Murphy’s share repurchase program. This summary of the Pro Formas does not purport to be complete and is qualified entirely by reference to the full text of the Pro Formas, which is filed herewith as Exhibit 99.1.

This Item 8.01 contains statements of Murphy’s expectations, intentions, plans and beliefs that are forward-looking, including but not limited to statements regarding its plans to sell Murphy’s U.K. exploration and production operations, to spin off Murphy USA and to repurchase up to $1 billion of common stock pursuant to Murphy’s share repurchase program, and are in each case dependent on certain events, risks and uncertainties that may be outside of Murphy’s control. These forward-looking statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Murphy’s actual results could differ materially from those expressed or implied by these statements due to a number of factors, including, but not limited to, the volatility and level of crude oil and natural gas prices, the level and success rate of Murphy’s exploration programs, Murphy’s ability to maintain production rates and replace reserves, customer demand for Murphy’s products, political and regulatory instability, and uncontrollable natural hazards, as well as those contained under the caption “Risk Factors” in Murphy’s Annual Report on Form 10-K for the year ended December 31, 2011, as updated in Murphy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed as part of this Current Report:

99.1 Unaudited pro forma condensed consolidated financial statements of Murphy Oil Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MURPHY OIL CORPORATION
By:	/s/ John W. Eckart
	Name: John W. Eckart
	Title: Senior Vice President and Controller

Date: November 27, 2012

Exhibit Index

99.1 Unaudited pro forma condensed consolidated financial statements of Murphy Oil Corporation

EX-99.1

Exhibit 99.1

Unaudited pro forma condensed consolidated financial statements

The unaudited pro forma condensed consolidated financial statements of Murphy Oil Corporation have been derived from its historical consolidated financial statements and are being presented to give effect to certain corporate transactions as described below. The unaudited pro forma condensed consolidated balance sheet has been prepared as though the spin-off of Murphy Oil Corporation’s U.S. downstream subsidiary, Murphy Oil USA, Inc. (“Murphy USA”), the special dividend of $2.50 per share payable on December 3, 2012 (for a total dividend of approximately $500 million) and the $1 billion of stock buybacks each occurred on September 30, 2012. The unaudited pro forma condensed consolidated income statements have been prepared as though the separation of Murphy USA occurred on January 1, 2011. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical financial statements and accompanying notes.

The pro forma adjustments are based on available information and assumptions management believes are factually supportable and for income statement purposes recurring in nature. The pro forma adjustments to reflect the separation of Murphy USA include:

• a special distribution currently estimated at $250 million from Murphy USA to Murphy Oil Corporation in connection with the separation;

• reclassification of any accounts receivable from and payable to Murphy USA previously eliminated in consolidation as third party accounts receivable and payable;

• costs incurred with the separation of Murphy USA; and

• reclassification of interest income and expense that was previously eliminated in consolidation.

In addition to the above listed pro forma adjustments, the unaudited condensed consolidated income statement for the year ended December 31, 2011 includes a column to remove the exploration and production operations in the United Kingdom that became discontinued operations in the third quarter of 2012. These U.K. exploration and production operations are already reflected as discontinued operations in the unaudited pro forma condensed consolidated income statement for the nine months ended September 30, 2012 and the unaudited pro forma condensed consolidated balance sheet at September 30, 2012.

No adjustments have been made for (1) the costs of operating after the separation of Murphy USA, (2) the potentially dilutive impact of changes to stock-based compensation resulting from any future separation or settlement agreements between Murphy Oil Corporation and Murphy USA, (3) the use of proceeds from the special cash distribution currently estimated at $250 million from Murphy USA to Murphy Oil Corporation and (4) any working capital adjustments to be determined after the separation of Murphy USA, because in each case the impact of such item is not factually supportable at this time.

The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, and do not reflect what our financial position and results of operations would have been had the separation of Murphy USA, the payment of the special dividend and the completion of the maximum $1 billion of stock buybacks occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations.

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MURPHY OIL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2012

(Thousands of dollars)

	Historical			Special Dividend and Share Buybacks(1)			Spin Off of Murphy USA(2)			Pro Forma Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	816,694		$	—		$	(12,604	)	$	250,000	(3)	$	1,054,090
Canadian government securities with maturities greater than 90 days at the date of acquisition		491,604			—			—			—			491,604
Accounts receivable, less allowance for doubtful accounts		1,639,428			—			(540,042	)		—			1,099,386
Inventories, at lower of cost or market
Crude oil		249,853			—			(31,377	)		—			218,476
Finished products		302,308			—			(152,558	)		—			149,750
Materials and supplies		277,037			—			(5,756	)		—			271,281
Prepaid expenses		239,444			—			(18,870	)		—			220,574
Deferred income taxes		63,547			—			—			—			63,547
Assets held for sale		22,057			—			—			—			22,057
Total current assets		4,101,972			—			(761,207	)		250,000			3,590,765
Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization		12,111,918			—			(1,216,026	)		—			10,895,892
Goodwill		43,470			—			—			—			43,470
Deferred charges and other assets		145,994			—			(557	)		—			145,437
Assets held for sale		186,483			—			—			—			186,483
Total assets	$	16,589,837		$	—		$	(1,977,790	)	$	250,000		$	14,862,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	45		$	—		$	(45	)	$	—		$	—
Accounts payable and accrued liabilities		2,918,657			—			(678,424	)		—			2,240,233
Intercompany accounts payable		—			—			(18,436	)		18,436	(3)		—
Income taxes payable		255,970			—			(16,917	)		—			239,053
Liabilities associated with assets held for sale		49,949			—			—			—			49,949
Total current liabilities		3,224,621			—			(713,822	)		18,436			2,529,235
Long-term debt		1,184,580			1,500,000			(1,136	)		—			2,683,444
Deferred income taxes		1,379,526			—			(121,176	)		—			1,258,350
Asset retirement obligations		613,240			—			(15,156	)		—			598,084
Deferred credits and other liabilities		444,025			—			(9,190	)		—			434,835
Liabilities associated with assets held for sale		127,087			—			—			—			127,087
Stockholders’ equity
Cumulative Preferred Stock, par $100, authorized 400,000 shares, none issued		—			—			—			—			—
Common Stock, par $1.00, authorized 450,000,000 shares, issued 194,452,935 shares		194,453			—			(1	)		1	(4)		194,453
Capital in excess of par value		860,314			—			(273,928	)		273,928	(4)		860,314
Retained earnings		8,105,611			(500,000	)		(843,381	)		(273,929	)(4)		6,719,865
											231,564	(3)
Accumulated other comprehensive income		459,374			—			—			—			459,374
Treasury stock		(2,994	)		(1,000,000	)		—			—			(1,002,994	)
Total stockholders’ equity		9,616,758			(1,500,000	)		(1,117,310	)		231,564			7,231,012
Total liabilities and stockholders’ equity	$	16,589,837		$	—		$	(1,977,790	)	$	250,000		$	14,862,047

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

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MURPHY OIL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2012

(Thousands of dollars, except per share amounts)

	Historical			Spin Off of Murphy USA(2)			Pro Forma Adjustments			Pro Forma
Revenues
Total revenues	$	21,236,818		$	(13,227,050	)	$	52	(5)	$	8,009,820
Costs and Expenses
Crude oil and product purchases		16,813,044			(12,454,149	)		—			4,358,895
Operating expenses		1,547,828			(515,198	)		—			1,032,630
Exploration expenses, including undeveloped lease amortization		243,714			—			—			243,714
Selling and general expenses		261,287			(64,279	)		(2,414	)(6)		194,594
Depreciation, depletion and amortization		972,663			(55,726	)		—			916,937
Accretion of asset retirement obligations		29,052			(736	)		—			28,316
Interest expense		36,278			(351	)		52	(5)		35,979
Interest capitalized		(27,360	)		—			—			(27,360	)
Total costs and expenses		19,876,506			(13,090,439	)		(2,362	)		6,783,705
Income from continuing operations before income taxes		1,360,312			(136,611	)		2,414			1,226,115
Income tax expense		558,657			(54,493	)		845	(6)		505,009
Income from continuing operations		801,655			(82,118	)		1,569			721,106
Income from discontinued operations, net of taxes		10,534			—			—			10,534
Net Income	$	812,189		$	(82,118	)	$	1,569		$	731,640
Income Per Common Share—Basic
Income from continuing operations	$	4.13								$	3.72
Income from discontinued operations		0.05									0.05
Net income	$	4.18								$	3.77
Income Per Common Share—Diluted
Income from continuing operations	$	4.12								$	3.70
Income from discontinued operations		0.05									0.05
Net income	$	4.17								$	3.75
Average common shares outstanding
Basic		194,126,104									194,126,104
Diluted		194,874,572									194,874,572

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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MURPHY OIL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2011

(Thousands of dollars, except per share amounts)

	Historical			U.K. Upstream Discontinued Operations			Spin Off of Murphy USA(2)			Pro Forma Adjustments			Pro Forma
Revenues
Total revenues	$	27,745,549		$	(107,428	)	$	(17,442,200	)	$	149	(5)	$	10,196,070
Costs and Expenses
Crude oil and product purchases		21,875,297			—			(16,273,701	)		—			5,601,596
Operating expenses		1,993,346			(28,455	)		(664,184	)		—			1,300,707
Exploration expenses, including undeveloped lease amortization		489,862			(516	)		—			—			489,346
Selling and general expenses		301,005			(3,485	)		(66,401	)		—			231,119
Depreciation, depletion and amortization		1,093,406			(13,656	)		(68,289	)		—			1,011,461
Impairment of properties		368,600			—			—			—			368,600
Accretion of asset retirement obligations		37,701			(2,977	)		(877	)		—			33,847
Redetermination of Terra Nova working interest		(5,351	)		—			—			—			(5,351	)
Interest expense		55,831			—			(548	)		149	(5)		55,432
Interest capitalized		(15,131	)		—			—			—			(15,131	)
Total costs and expenses		26,194,566			(49,089	)		(17,074,000	)		149			9,071,626
Income from continuing operations before income taxes		1,550,983			(58,339	)		(368,200	)		—			1,124,444
Income tax expense		810,051			(46,878	)		(145,590	)		—			617,583
Income from continuing operations		740,932			(11,461	)		(222,610	)		—			506,861
Income from discontinued operations, net of taxes		131,770			11,461			(131,770	)		—			11,461
Net Income	$	872,702		$	—		$	(354,380	)	$	—		$	518,322
Income Per Common Share—Basic
Income from continuing operations	$	3.83											$	2.62
Income from discontinued operations		0.68												0.06
Net income	$	4.51											$	2.68
Income Per Common Share—Diluted
Income from continuing operations	$	3.81											$	2.60
Income from discontinued operations		0.68												0.06
Net income	$	4.49											$	2.66
Average common shares outstanding
Basic		193,409,621												193,409,621
Diluted		194,512,402												194,512,402

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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MURPHY OIL CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

(1) Reflects the payment of an announced special dividend of $2.50 per share (for a total dividend of approximately $500 million) and the completion of the maximum $1 billion of stock buybacks under the share repurchase program, including the assumed long-term debt financing thereof.

(2) Contains historical balance sheet and historical income statement amounts for Murphy USA, a wholly owned subsidiary of Murphy Oil Corporation, that are contained within the historical consolidated results of Murphy Oil Corporation. These amounts are shown as an adjustment to reflect the announced plan to spin off Murphy USA as an independent and separately traded company to the stockholders of Murphy Oil Corporation.

(3) Represents an adjustment to reflect Murphy USA’s special distribution to Murphy Oil Corporation of $250 million prior to the completion of the spin-off and settlement of intercompany balances per the anticipated terms of the separation agreement between Murphy USA and Murphy Oil Corporation.

(4) Eliminates the effect of the removal of Murphy USA’s Common Stock and Capital in Excess of Par Value from the consolidated Retained Earnings of Murphy Oil Corporation.

(5) Represents the reclassification of interest income and expense of Murphy USA that was previously eliminated in consolidation as an intercompany transaction of $52 thousand for the nine months ended September 30, 2012 and $149 thousand for the year ended December 31, 2011.

(6) Represents the reduction of costs incurred by Murphy Oil Corporation related to the separation of Murphy USA. Expenses incurred of $2.4 million for the nine months ended September 30, 2012 primarily consisted of legal, accounting, and consulting fees. This entry also includes the related tax effects for this adjustment. There were no expense adjustments for the year ended December 31, 2011.

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