Obligation Murphy Oil Corp 4% ( US626717AD43 ) en USD

Murphy Oil Corp

103.81 % ⇌

Etas-Unis

US626717AD43 ( en USD )

4% par an ( paiement semestriel )

31/05/2022 - Obligation échue

Prospectus brochure de l'obligation Murphy Oil Corp US626717AD43 en USD 4%, échue

2 000 USD

500 000 000 USD

626717AD4

BB ( Spéculatif )

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AD43, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2022

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AD43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AD43, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/717423/000119312512236692/...
424B2 1 d350413d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-161688
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Amount to be Registered
Aggregate Offering Price

Registration Fee(1)
4.00% Notes due 2022

$
500,000,000
99.786%

$
57,300
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Prospectus Supplement
(To Prospectus dated September 2, 2009)

We are offering $500,000,000 aggregate principal amount of 4.00% notes due 2022 (the "notes"). The notes wil bear
interest at the rate of 4.00% per year. Interest on the notes is payable semiannual y in arrears on June 1 and December
1 of each year, commencing December 1, 2012. The notes wil mature on June 1, 2022. We may redeem the notes at
any time, in whole or in part, at the redemption prices described in this prospectus supplement.
The notes wil be senior unsecured obligations of Murphy Oil Corporation and wil rank equal y with all of Murphy Oil
Corporation's other unsecured senior indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
See "Risk factors" beginning on page S-11 for a discussion of certain risks that you should consider in
connection with making an investment in the notes.
The notes wil be a new issue of securities and currently there is no established trading market for the notes. We do not
intend to list the notes on any securities exchange or any automated dealer quotation system.

Price to
Underwriting
Proceeds to us,
(1)

public
discount
before

expenses

Per note

99.786%

0.650%

99.136%
Total

$498,930,000

$3,250,000

$495,680,000
(1) Plus accrued interest from May 18, 2012, if settlement occurs after that date.
The notes wil be issued only in registered book-entry form, in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The underwriters expect to deliver the notes to purchasers through the facilities of The
Depository Trust Company for the benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme, on or about May 18, 2012.

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Joint Book-Running Managers

Senior Co-Managers
BoA Merrill Lynch

DNB Markets

Co-Managers
Citigroup

Deutsche Bank Securities
Mitsubishi UFJ Securities

Raymond James Morgan Keegan
RBC Capital Markets

US Bancorp
Scotiabank

Capital One Southcoast
Comerica Securities

Fifth Third Securities, Inc.
May 15, 2012
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We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We do not, and the underwriters do not, take any
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume
that the information provided by this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front of this prospectus supplement or, with respect to information incorporated by reference,
as of the date of that information. Our business, financial condition, results of operations and prospects may have
changed since those respective dates.

Table of contents
Prospectus supplement

Page
About this prospectus

S-ii

Where you can find more information

S-ii

Forward-looking statements

S-iii
Summary

S-1

Risk factors

S-11
Ratio of earnings to fixed charges

S-13
Use of proceeds

S-13
Capitalization

S-14
Description of the notes

S-15
Material U.S. federal income tax considerations for Non-U.S. Holders

S-25
Underwriting (conflicts of interest)

S-27
Legal matters

S-30
Experts

S-30
Prospectus

About This Prospectus

2
Murphy Oil Corporation

2
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

4
Ratio of Earnings to Fixed Charges

6
Risk Factors

6
Use of Proceeds

6
Description of Common Stock

7
Description of Preferred Stock

9
Description of Depositary Shares

10
Description of Debt Securities

12
Description of Warrants

20
Forms of Securities

21
Plan of Distribution

23
Validity of Securities

23
Independent Registered Public Accounting Firm

23

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About this prospectus
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms
of this offering and the notes offered. The second part is the accompanying prospectus, dated September 2, 2009,
which provides more general information, some of which may not apply to this offering. If the description of the offering
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
In this prospectus supplement, we refer to Murphy Oil Corporation and its wholly owned subsidiaries as "we," "our," "us,"
"Murphy Oil" or "Murphy" unless the context clearly indicates otherwise.
Before purchasing any notes, you should careful y read both this prospectus supplement and the accompanying
prospectus, together with the additional information in the documents we have listed under the heading "Where you can
find more information."
Where you can find more information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and
copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please cal the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings
are also available to the public at the SEC's web site at http://www.sec.gov.
The SEC al ows us to "incorporate by reference" into this prospectus supplement the information we file with it, which
means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference or deemed incorporated by reference is considered to be a part of this prospectus
supplement. Information that we file with the SEC after the date of this prospectus supplement wil update and
supersede this information. We incorporate by reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until our offering is
completed:

·
Our Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012 (as

amended by our Annual Report on Form 10-K/A filed on March 16, 2012);

·
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012;

·
Our Definitive Proxy Statement on Schedule 14A filed on March 29, 2012 (solely to the extent incorporated by

reference into Part III of our Annual Report on Form 10-K); and

·
Our Current Reports on Form 8-K or 8-K/A filed on February 3, 2012, March 20, 2012, April 5, 2012, May 4,

2012, May 9, 2012 and May 10, 2012.
You may request a free copy of these filings by writing to, or telephoning, us at the fol owing address and phone number:
Corporate Secretary
Murphy Oil Corporation
P.O. Box 7000
El Dorado, Arkansas 71731-7000
(870) 862-6411

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Forward-looking statements
This prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference,
contain statements of Murphy Oil's expectations, intentions, plans and beliefs that are forward-looking, including
statements regarding the possible separation of our U.S. downstream business, and are dependent on certain events,
risks and uncertainties that may be outside of Murphy Oil'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 Oil'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 our exploration
programs, our ability to maintain production rates and replace reserves, customer demand for our products, political and
regulatory instability, and uncontrol able natural hazards, as wel as those contained under the caption "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2011.

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Summary
This summary description of our business and the offering may not contain all of the information that may be
important to you. For a more complete understanding of our business and this offering, we encourage you to read
this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein. In particular, you should read the following summary together with the more detailed
information and consolidated financial statements and the notes to those statements included elsewhere in or
incorporated by reference into this prospectus supplement and the accompanying prospectus.
Company overview
We are a worldwide oil and gas exploration and production company with retail and wholesale gasoline marketing
operations in the United States and refining and marketing operations in the United Kingdom. Our operations are
classified into two business activities: (1) "Exploration and Production" and (2) "Refining and Marketing."
Murphy's exploration and production business explores for and produces crude oil, natural gas and natural gas liquids
worldwide. Murphy's activities are subdivided into six geographic segments, including the United States, Canada,
Malaysia, the United Kingdom, Republic of the Congo and al other countries. Total worldwide 2011 production on a
barrel of oil equivalent basis (six thousand cubic feet of natural gas equals one barrel of oil) was 179,388 barrels per
day. Total hydrocarbon production in 2012 is currently expected to average about 193,000 barrels of oil equivalent
per day. The projected production increase of approximately 7.6% in 2012 is primarily related to higher oil and gas
volumes produced in the Eagle Ford Shale area of South Texas as the Company continues to ramp up its dril ing
program in the area, higher natural gas production at the Tupper West area in Western Canada due to a ful year of
production and higher oil production at Kikeh fol owing the wel work program and additional field development
operations. These volumes are expected to more than offset production declines in 2012 at other producing fields.
Income from the worldwide Exploration and Production segment represented nearly 85% of consolidated net income
from continuing operations in 2011.
Murphy's refining and marketing activities are subdivided into segments for the United States and the United
Kingdom. Our U.S. business primarily consists of retail marketing of petroleum products through a large chain of
motor refueling stations. Most of these stations are located on or near Walmart store sites, with the remaining
stations located at other high traffic sites that are near major thoroughfares. Sales from our U.S. retail marketing
stations represented 47.4% of our consolidated revenues in 2011, 53.1% in 2010 and 51.4% in 2009. Our market
share of U.S. retail gasoline sales was approximately 2.6% in 2011.
The U.S. business entered the renewable fuels business by acquiring an ethanol production facility in North Dakota
during 2009, and also purchased an unfinished ethanol production facility in Texas in 2010 that was completed and
began operations in 2011. Additionally, the U.S. operations include refined product terminals, and a crude oil and
refined products trading business. We sold our U.S. petroleum refineries in Meraux, Louisiana and Superior,
Wisconsin and certain associated marketing assets in 2011.
Our U.K. business primarily consists of operations that refine crude oil and other feedstocks into petroleum products
such as gasoline and distil ates, buy and sell crude oil and refined products, and transport and market petroleum
products. In 2011, we owned approximately 7.5% of the refining capacity in the United Kingdom. Our U.K. fuel sales
represented 2.0% of the total U.K. market share. We have previously announced our intention to sel our U.K refining
and marketing operations.

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We have been evaluating the potential to separate our U.S. downstream business into a separate publicly traded
company. At March 31, 2012, our U.S. downstream business had $1.84 bil ion in assets. For the three months ended
March 31, 2012, our U.S. downstream business generated $4.26 bil ion in revenues and incurred an after-tax loss of
$7.2 mil ion, and for the year ended December 31, 2011, it generated $17.5 bil ion in revenues and earned $223.6
mil ion in income from continuing operations. Should a decision be made to separate our U.S. downstream business,
the anticipated timing of the separation wil be announced at that time. Some factors that could potential y affect the
decision to separate include our future financial condition and operating results and economic, business, competitive
and/or regulatory factors affecting our business and our industry. We cannot predict when, or if, the separation of our
U.S. downstream business would take place, or on what terms such separation would be made.

Our principal executive offices are located at 200 Peach Street, P.O. Box 7000, El Dorado, Arkansas 71731-7000,
and our telephone number is (870) 862-6411. Our capital stock is listed on the New York Stock Exchange under the
symbol "MUR." We maintain a website at http://www.murphyoilcorp.com where general information about us is
available. We are not incorporating the contents of the website into this prospectus supplement or the accompanying
prospectus.

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The offering
This summary highlights certain terms of the offering but does not contain all information that may be important to
you. We encourage you to read this prospectus supplement and the accompanying prospectus in their entirety
before making an investment decision.

Issuer
Murphy Oil Corporation

Securities offered
$500,000,000 aggregate principal amount of 4.00% notes due 2022.

Maturity date
June 1, 2022.

Interest rate
4.00% per annum

Interest payment dates
Semiannual y in arrears on June 1 and December 1 of each year,
commencing December 1, 2012.

Further issuances
We may from time to time, without the consent of the existing holders,
create and issue additional notes having the same terms and conditions
as the notes offered by this prospectus supplement in all respects,
except for the issue date, issue price and, under some circumstances,
the date of the first payment of interest on the notes, provided that if the
additional notes are not fungible with the notes offered by this
prospectus supplement for U.S. federal income tax purposes, such
additional notes wil have a different CUSIP.

Optional redemption
At any time prior to March 1, 2022 (the date that is three months prior to
the maturity date of the notes), we may redeem the notes, in whole or in
part, at a price equal to 100% of the principal amount of the notes we
redeem, plus a make-whole premium. At any time on or after March 1,
2022 (the date that is three months prior to the maturity date of the
notes), the notes wil be redeemable, in whole or in part, at a
redemption price equal to 100% of the principal amount of the notes we
redeem. We also wil pay any accrued and unpaid interest to, but
excluding, the redemption date. See "Description of the notes--Optional
redemption."

Ranking
The notes:

·
wil be unsecured;

·
wil rank equal y with all of our existing and future unsecured senior

debt;

·
wil be senior to any future subordinated debt; and

·
wil be effectively junior to our secured debt to the extent of the

assets securing such debt and to al existing and future debt and
other liabilities of our subsidiaries, including trade payables.

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Covenants
We wil issue the notes under an indenture containing covenants for your
benefit. These covenants restrict our ability, with certain exceptions, to:

·
incur debt secured by liens; and

·
engage in sale/leaseback transactions.

Use of proceeds
We intend to use the net proceeds of approximately $494.7 mil ion, after
deducting the underwriting discount and other estimated expenses of the
offering, to repay all outstanding borrowings under our revolving credit
facility, which we incurred for the repayment in ful of our 6.375% Notes
at maturity on May 1, 2012, and the remainder for general corporate
purposes. See "Use of proceeds."

Book-entry form
The notes wil be issued in book-entry form and wil be represented by
global certificates deposited with, or on behalf of, The Depository Trust
Company ("DTC") and registered in the name of a nominee of DTC.
Beneficial interests in any of the notes wil be shown on, and transfers
wil be effected only through, records maintained by DTC or its nominee
and any such interest may not be exchanged for certificated securities,
except in limited circumstances.

Absence of a public market for the notes The notes wil be a new issue of securities and there is currently no
established trading market for the notes. Accordingly, we cannot assure
you as to the development or liquidity of any market for the notes. The
underwriters have advised us that they currently intend to make a
market in the notes. However, they are not obligated to do so, and they
may discontinue any market making with respect to the notes without
notice.

U.S. federal income tax consequences
For the U.S. federal income tax consequences to non-U.S. holders (as
defined herein) of the holding, disposition and conversion of the notes,
see "Material U.S. federal income tax considerations for Non-U.S.
Holders" in this prospectus supplement.

Listing
We do not intend to apply for a listing of the notes on any securities
exchange or any automated dealer quotation system.

Trustee
U.S. Bank National Association

Conflicts of interest
Affiliates of some of the underwriters, including the representatives, J.P.
Morgan Securities LLC and Wel s Fargo Securities, LLC, the trustee and
an affiliate of the trustee are lenders under our revolving credit facility,
and as such wil

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receive some of the net proceeds from this offering and wil be deemed
to have a "conflict of interest" within the meaning of Financial Industry
Regulatory Authority, Inc. ("FINRA") Rule 5121. Because the notes are
"investment grade" as defined in FINRA Rule 5121, a qualified
independent underwriter is not required. However, no underwriter having

a conflict of interest under FINRA Rule 5121 will confirm sales to any
account over which the underwriter exercises discretionary authority
without the specific written approval of the accountholder. Accordingly,
this offering is being conducted in accordance with FINRA Rule 5121.
See "Use of proceeds" and "Underwriting (conflicts of interest)" in this
prospectus supplement.

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