Obligation Murphy Oil Corp 6.875% ( US626717AH56 ) en USD

Murphy Oil Corp

100 % ▼

Etas-Unis

US626717AH56 ( en USD )

6.875% par an ( paiement semestriel )

15/08/2024

Prospectus brochure de l'obligation Murphy Oil Corp US626717AH56 en USD 6.875%, échéance 15/08/2024

2 000 USD

550 000 000 USD

626717AH5

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/08/2024 ( Dans 91 jours )

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AH56, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2024

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AH56, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Murphy Oil Corp ( Etas-Unis ) , en USD, avec le code ISIN US626717AH56, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d233407d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207463
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
Amount to be Registered Aggregate Offering Price Registration Fee(1)
6.875% Notes Due 2024

$550,000,000

100.000%

$55,385

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Fina l Prospe c t us Supple m e nt
(T o Prospe c t us da t e d Oc t obe r 1 6 , 2 0 1 5 )

$ 5 5 0 ,0 0 0 ,0 0 0 6 .8 7 5 % N ot e s Due 2 0 2 4
We are offering $550,000,000 aggregate principal amount of 6.875% notes due 2024 (the "notes"). The notes will bear interest at
the rate of 6.875% per year, payable semiannually in arrears on February 15 and August 15 of each year, commencing February
15, 2017. The notes will mature on August 15, 2024.
At any time prior to August 15, 2019, we may redeem the notes, in whole or in part, at a price equal to the greater of (i) 100% of
the principal amount of the notes to be redeemed or (ii) a make-whole redemption price determined by using a discount rate of the
applicable treasury rate plus 50 basis points, plus in each case, accrued and unpaid interest on the principal amount of the notes
being redeemed to, but not including, the redemption date. At any time on or after August 15, 2019, we may redeem the notes, in
whole or in part, at the applicable redemption prices set forth under "Description of the notes--Optional Redemption", plus accrued
and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date.
The notes will be senior unsecured obligations of Murphy Oil Corporation and will rank equally with all of Murphy Oil Corporation's
other senior unsecured indebtedness from time to time outstanding.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion
t o t he c ont ra ry is a c rim ina l offe nse .
Se e "Risk fa c t ors" be ginning on pa ge S -1 7 for a disc ussion of c e rt a in risk s t ha t you should c onside r in
c onne c t ion w it h m a k ing a n inve st m e nt in t he not e s.
The notes will 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.

Proc e e ds t o us,

Pric e t o public (1 )
U nde rw rit ing disc ount
be fore e x pe nse s
Per note

100.000%

1.500%

98.500%

Total

$
550,000,000
$
8,250,000
$
541,750,000

(1) Plus accrued interest from August 17, 2016 if settlement occurs after that date.
The notes will 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
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Final Prospectus Supplement
August 17, 2016.
Joint Physical Book-Running Managers

J.P. Morgan
BofA Merrill Lynch

Joint Book-Running Managers

BNP PARIBAS
DNB Markets

Scotiabank
MUFG

Wells Fargo Securities
Goldman, Sachs & Co.

Co-Managers

Regions Securities LLC
Capital One Securities

August 12, 2016
Table of Contents
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, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale 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.

T a ble of c ont e nt s

Pa ge
Prospe c t us supple m e nt

About this prospectus

S-ii
Where you can find more information

S-ii
Forward-looking statements

S-iii
Summary

S-1
Risk factors

S-17
Use of proceeds

S-26
Capitalization

S-27
Management's discussion and analysis of financial condition and results of operations

S-28
Business and properties

S-66
Description of other indebtedness

S-79
Description of the notes

S-81
Material U.S. federal income tax considerations for Non-U.S. Holders

S-97
Underwriting

S-100
Legal matters

S-104
Experts

S-104

Pa ge
Prospe c t us

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Final Prospectus Supplement
About this Prospectus

2
Murphy Oil Corporation

2
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

3
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of Common Stock

5
Description of Preferred Stock

7
Description of Depositary Shares

8
Description of Debt Securities

10
Description of Warrants

19
Description of Purchase Contracts

20
Description of Units

21
Forms of Securities

22
Plan of Distribution

23
Validity of Securities

23
Experts

23

S-i
Table of Contents
About t his prospe c t us
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 October 16, 2015, 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," "the
Company," "Murphy Oil" or "Murphy" unless the context clearly indicates otherwise.
Before purchasing any notes, you should carefully 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."
Whe re you c a n find m ore inform a t ion
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(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 call 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 allows 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 will 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, 2015, filed on February 26, 2016;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, filed on May 6, 2016 and June 30, 2016, filed

on August 4, 2016;

· Our Definitive Proxy Statement on Schedule 14A filed on March 28, 2016 (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 filed on January 28, 2016 (excluding Item 2.02), February 5, 2016, May 2, 2016, May 12,

2016, May 16, 2016, June 27, 2016, August 4, 2016, August 10, 2016 and August 12, 2016.
You may request a free copy of these filings by writing to, or telephoning, us at the following address and phone number:
Corporate Secretary
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Final Prospectus Supplement
Murphy Oil Corporation
P.O. Box 7000
El Dorado, Arkansas 71731-7000
(870) 862-6411

S-ii
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Forw a rd-look ing st a t e m e nt s
This prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference, contains
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express
management's current views concerning future events or results, are subject to inherent risks and uncertainties. Factors that could
cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not
limited to, the volatility and level of crude oil and natural gas prices, the level and success rate of Murphy's exploration programs,
the Company's ability to maintain production rates and replace reserves, customer demand for Murphy's products, adverse foreign
exchange movements, political and regulatory instability, adverse developments in the U.S. or global capital markets, credit markets
or economies generally and uncontrollable natural hazards, as well as those contained under the caption "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2015. We undertake no duty to publicly update or revise any
forward-looking statements.

S-iii
Table of Contents
Sum m a ry
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.
Com pa ny ove rvie w
We are a large, diversified oil and gas exploration and production company. We have transitioned from an integrated oil
company to an enterprise entirely focused on oil and gas exploration and production activities. This transition was finalized
through the sale of our United Kingdom retail marketing assets during 2014, followed by the sale of our remaining downstream
assets in the U.K. in the second quarter of 2015.
Our exploration and production ("E&P") business explores for and produces crude oil, natural gas and natural gas liquids
worldwide. Our E&P management team directs the Company's worldwide exploration and production activities. This business
maintains upstream operating offices in locations around the world, including in Houston, Texas, Calgary, Alberta and Kuala
Lumpur, Malaysia.
We have a reserve base of 659 million barrels of oil equivalent ("MMBOE") of proved reserves, excluding synthetic oil, as of
December 31, 2015, of which 62% is liquids and oil-price linked natural gas and 43% is natural gas. As of December 31, 2015,
over 55% of our proved reserves, excluding synthetic oil, are proved developed. We produced approximately 165,500 barrels of
oil equivalent per day ("boepd"), excluding synthetic oil, in our quarter ended June 30, 2016.
We have a strong record of replacing our proved reserves. Replaced proved reserves in 2015 were equal to 123% of
production on a barrel of oil equivalent basis during the year and over 100% replaced for 10 consecutive years through
December 31, 2015. The standardized measure of discounted future net cash flows for our proved oil and gas reserves was
$3,859.1 million as of December 31, 2015, calculated in accordance with United States generally accepted accounting
principles ("GAAP") using a 10% annual discount factor, an unweighted average of oil and natural gas prices in effect at the
beginning of each month of the year, and year-end costs and statutory tax rates, except for known future changes such as
contracted prices and legislated tax rates. For the twelve month period ended June 30, 2016, we recorded revenue of $2,240.8
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Final Prospectus Supplement
million, net income (loss) of $(2,378.4) million, EBITDA (as defined below) of $539.7 million, EBITDAX (as defined below) of
$880.9 million and Adjusted EBITDAX (as defined below) of $1,197.0 million. See "--Summary consolidated historical financial
data" for a reconciliation of EBITDA, EBITDAX and Adjusted EBITDAX to net income (loss) from continuing operations.
Our onshore operations are primarily focused in the Eagle Ford Shale in the United States and the Montney and Kaybob
Duvernay plays in Canada. Excluding synthetic oil, approximately 64% of our proved reserves as of December 31, 2015 and
51% of our production in 2015 came from our North American onshore operations. We also have a significant inventory of
highly economic drilling locations which we can develop at attractive returns even in a lower commodity price environment. Our
offshore operations are primarily focused in the Gulf of Mexico, Malaysia and Canada. Approximately 34% of our proved
reserves as of December 31, 2015 and 49% of our production in 2015 came from our offshore operations. We have a long
track record of developing, operating in and generating strong cash flows from our offshore operations.

S-1
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Given weak commodity prices, we have taken significant steps to adapt to the current industry environment, including:
Divestitures:

· Our Canadian subsidiary, Murphy Oil Company Ltd., closed the sale of its natural gas processing and sales pipeline assets
that support our Montney natural gas fields in the Tupper area of northeastern British Columbia in April 2016. Total cash
consideration received by us upon closing of the transaction was $414.1 million.

· In June 2016, Murphy Oil Company Ltd. closed the sale of its 5% non-operated working interest in Syncrude Canada Ltd. to
Suncor Energy Inc. The transaction was previously announced on April 27, 2016, with an effective date of April 1, 2016. This
non-core asset divestiture positively impacted corporate liquidity by increasing net cash on the balance sheet before closing
adjustments by $739.1 million before-tax.

· The net cash proceeds of these divestitures allowed us to repay in full the outstanding borrowings under our revolving credit
facility.
Prioritized capital allocation:

· The significant reduction in the sales prices of crude oil has caused us to reduce capital expenditures, including development
drilling and completion operations in North America.

· In response to the weak commodity price environment, we have reduced exploration capital expenditures significantly
compared to prior periods, and we do not expect to incur significant capital expenditures for exploration drilling while prices
remain depressed. We currently anticipate total capital expenditures for the full year 2016 to be approximately $620 million,
excluding the cost to acquire the Kaybob Duvernay and liquids rich Montney interests in Canada, compared to $2,187 million
in 2015. This reduction in capital expenditures is primarily attributable to less development drilling in the Eagle Ford Shale
area in the United States and offshore Malaysia and lower spending on exploration drilling in the Gulf of Mexico and other
international operations.

· We have focused our capital allocation on our large inventory of onshore North American drilling locations in the Eagle Ford,
Montney and Kaybob Duvernay plays, which have attractive well economics and cash flows despite lower commodity prices.
Cost savings:

· Lease operating expenses per barrel equivalent for the six months ended June 30, 2016 were 33% lower than the
comparable period in 2014.

· G&A expenses for the six months ended June 30, 2016 were 25% lower than the comparable period in 2014.

· At December 31, 2015, Murphy had 1,258 employees, down 27% from 1,712 as of December 31, 2014.
Liquidity:

· We are focused on maintaining a strong balance sheet, low leverage and strong liquidity. The net cash proceeds of our
recent divestitures have been used to repay in full the borrowings under our revolving credit facility.
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Final Prospectus Supplement

· After giving effect to this offering, as of June 30, 2016, we would have had cash and cash equivalents of approximately $759
million, plus highly liquid Canadian government securities of $131 million and available committed borrowing capacity of
approximately $1.2 billion under our revolving credit facility.

S-2
Table of Contents
Ex plora t ion a nd Produc t ion
Murphy's worldwide crude oil, condensate and natural gas liquids production in 2015 averaged 136,634 barrels per day. The
Company sold 30% of its working interest in Malaysia in late 2014 and early 2015. While total liquids production decreased
10% in 2015 compared to 2014, production for the twelve month period ended December 31, 2015 was slightly above the 2014
period as adjusted for the sale in Malaysia. The increase in 2015 when adjusted for the sale was primarily due to higher crude
oil and natural gas liquids production in the Eagle Ford Shale area of South Texas. The Company's worldwide sales volume of
natural gas averaged 428 million cubic feet (MMCF) per day in 2015. While the Company's worldwide sales volume of natural
gas in 2015 was down 4% from 2014 levels production for the twelve month period ended December 31, 2015 increased 11%
compared to the 2014 period as adjusted for the Malaysia sale. The increase in natural gas sales volume in 2015 when
adjusted for the sale was primarily attributable to higher gas production volumes in the Eagle Ford Shale area of South Texas
and Tupper area in Western Canada. Growth in oil and gas production volumes occurred due to further development drilling in
the Eagle Ford Shale and Tupper area. Total worldwide 2015 production on a barrel of oil equivalent basis (six thousand cubic
feet of natural gas equals one barrel of oil) was 207,903 barrels per day, a decrease of 8% compared to 2014, but when
adjusted for the sale in Malaysia increased 4% compared to 2014. If the combined sale of 30% interest in Malaysia had
occurred on January 1, 2014, total pro forma daily oil and natural gas production volumes would have been approximately
135,100 barrels and 386 MMCF, respectively, in 2014. The 30% sale in Malaysia in late 2014 and early 2015 represented 2014
production of approximately 26,600 barrels of oil equivalent per day (boepd); excluding these volumes, pro forma 2014
production would have been approximately 199,400 boepd.
Total production in 2016 is currently expected to average between 173,000 and 177,000 boepd. Through June 30, 2016, total
production in 2016 averaged 182,604 boepd. The projected production decrease in 2016 is primarily due to lower anticipated
overall capital spending of more than 70% during the year, excluding the acquisition cost for the Kaybob Duvernay and liquids
rich Montney.
United States
In the United States, Murphy primarily has production of crude oil, natural gas liquids and natural gas from fields in the Eagle
Ford Shale area of South Texas and in the deepwater Gulf of Mexico. The Company produced 70,675 barrels of crude oil and
gas liquids per day and approximately 87 MMCF of natural gas per day in the U.S. in 2015. These amounts represented 52%
of the Company's total worldwide oil and 20% of worldwide natural gas production volumes. We hold rights to approximately
157 thousand gross acres in South Texas in the Eagle Ford Shale unconventional oil and gas play. Total 2015 oil and natural
gas production in the Eagle Ford area was 54,883 barrels per day and approximately 38 MMCF per day, respectively. On a
barrel of oil equivalent basis, Eagle Ford production accounted for 72% of our total U.S. production volumes in 2015. Due to
scale back of drilling and infrastructure development activities related to weak oil prices, production in the Eagle Ford Shale is
forecast to decline and average approximately 41,200 barrels of oil and gas liquids per day and 30 MMCF of natural gas per
day in 2016. At December 31, 2015, the Company's proved reserves in the Eagle Ford Shale area totaled 207.9 million barrels
of crude oil, 32.1 million barrels of natural gas liquids, and 166 billion cubic feet of natural gas.
During 2015, approximately 28% of total U.S. hydrocarbon production was produced at fields in the Gulf of Mexico.
Approximately 84% of Gulf of Mexico production in 2015 was derived from four fields, including Dalmatian, Medusa, Front
Runner and Thunder Hawk. We hold a 70% interest in Dalmatian in DeSoto Canyon Blocks 4, 48 and 134, 60% interest in
Medusa in Mississippi Canyon Blocks 538/582, and 62.5% working interests in the Front Runner field in Green Canyon Blocks
338/339 and the Thunder Hawk field in Mississippi

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Final Prospectus Supplement
Canyon Block 734. During 2014, we acquired a 29.1% non-operated interest in the Kodiak field in Mississippi Canyon Blocks
727/771. Total daily production in the Gulf of Mexico in 2015 was 15,792 barrels of oil and gas liquids and approximately 49
MMCF of natural gas. Production in the Gulf of Mexico in 2016 is expected to total approximately 14,000 barrels of oil and gas
liquids per day and 23 MMCF of natural gas per day. At December 31, 2015, Murphy had total proved reserves for Gulf of
Mexico fields of 34.2 million barrels of oil and gas liquids and 66 billion cubic feet of natural gas. Total U.S. proved reserves at
December 31, 2015 were 238.9 million barrels of crude oil, 35.4 million barrels of natural gas liquids, and 232 billion cubic feet
of natural gas.
Canada
In Canada, the Company holds one wholly-owned heavy oil area and one wholly-owned natural gas area in the Western
Canadian Sedimentary Basin (WCSB). In addition, the Company owns interests in two non-operated assets--the Hibernia and
Terra Nova fields offshore Newfoundland in the Jeanne d'Arc Basin. The Company formerly owned a 5% interest in Syncrude
Canada Ltd. in northern Alberta, but the Company sold this interest in June 2016 for net cash proceeds of $739.1 million. Daily
production in 2015 in the WCSB averaged 5,456 barrels of mostly heavy oil and approximately 197 MMCF of natural gas. The
Company has 101 thousand net acres of Montney mineral rights, which includes the Tupper natural gas producing area located
in northeast British Columbia. The Company has 267 thousand net acres of mineral rights in the Seal field located in the Peace
River oil sands area of northwest Alberta. Oil and natural gas daily production for 2016 in Western Canada, excluding
Syncrude, is expected to average 3,600 barrels and approximately 212 MMCF, respectively. The expected decrease in oil
production in 2016 arises from well declines and selective economic related well shut-ins in the Seal area due to lower heavy
oil prices. The expected increase in natural gas volumes in 2016 is primarily the result of new wells brought on line in the
Tupper area and improved performance. Total WCSB proved liquids and natural gas reserves at December 31, 2015, excluding
Syncrude, were approximately 4.6 million barrels and 894 billion cubic feet, respectively.
Murphy has a 6.5% working interest in Hibernia, while at Terra Nova the Company's working interest is 10.475%. Oil
production in 2015 was approximately 4,400 barrels of oil per day at Hibernia and 3,000 barrels per day at Terra Nova. Hibernia
production declined in 2015 due to maturity of existing wells, while Terra Nova production was slightly higher in 2015 due to
higher uptime. Oil production for 2016 at Hibernia and Terra Nova is anticipated to be approximately 5,200 barrels per day and
2,700 barrels per day, respectively. Total proved oil reserves at December 31, 2015 at Hibernia and Terra Nova were
approximately 16.3 million barrels and 7.4 million barrels, respectively.
As of December 31, 2015, Murphy owned a 5% non-operated working interest in Syncrude Canada Ltd. ("Syncrude"), a joint
venture located about 25 miles north of Fort McMurray, Alberta. Syncrude utilizes its assets, which include three coking units,
to extract bitumen from oil sand deposits and to upgrade this bitumen into a high-value synthetic crude oil. Production in 2015
was about 11,700 net barrels of synthetic crude oil per day. Total proved synthetic oil reserves for Syncrude at year-end 2015
were 114.8 million barrels. Murphy closed the sale of its 5% interest in Syncrude to Suncor Energy Inc. in June 2016 for a sale
price of $739.1 million.
Malaysia
In Malaysia, the Company has majority interests in eight separate production sharing contracts (PSCs). The Company serves
as the operator of all these areas other than the unitized Kakap-Gumusut field. The production sharing contracts cover
approximately 3.68 million gross acres. In December 2014 and January 2015, the Company sold 30% of its interest in most of
its Malaysian oil and gas assets.

S-4
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Our principal executive offices are located at 300 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.

S-5
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Final Prospectus Supplement
Table of Contents
T he offe ring
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.

I ssue r
Murphy Oil Corporation

Se c urit ie s offe re d
$550,000,000 aggregate principal amount of 6.875% notes due 2024

M a t urit y da t e
August 15, 2024

I nt e re st ra t e
6.875% per annum

I nt e re st pa ym e nt da t e s
Semiannually in arrears on February 15 and August 15 of each year, commencing February
15, 2017

Interest on the notes will accrue from August 17, 2016

Furt he r issua nc e s
We may from time to time, without the consent of the 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 of a series are not fungible with the notes for U.S. federal income tax
purposes, such additional notes will have a different CUSIP.

Opt iona l re de m pt ion
At any time prior to August 15, 2019, we may redeem the notes, in whole or in part, at a
price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed or
(ii) a make-whole redemption price determined by using a discount rate of the applicable
treasury rate plus 50 basis points, plus in each case, accrued and unpaid interest on the
principal amount of the notes being redeemed to, but not including, the redemption date.

At any time on or after August 15, 2019, we may redeem the notes, in whole or in part, at
the applicable redemption prices set forth under "Description of the notes--Optional

redemption," plus accrued and unpaid interest on the principal amount of the notes being
redeemed to, but not including, the redemption date.

Re purc ha se upon a c ha nge
of c ont rol t rigge ring
e ve nt
If a change of control triggering event (as defined herein) occurs, we must offer to
repurchase the notes at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of the
notesRepurchase upon a change of control triggering event."

Ra nk ing
The notes:

· will be unsecured;

· will rank equally with all of our existing and future unsecured senior debt;

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· will be senior to any future subordinated debt;
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Final Prospectus Supplement

· will be effectively junior to our secured debt to the extent of the assets securing such debt;

and

· will be effectively junior to all existing and future debt and other liabilities of, or guaranteed

by our subsidiaries, including their debt and trade payables and our revolving credit facility.
As of June 30, 2016, after giving effect to this offering, our subsidiaries had $798.1 million
of indebtedness, trade payables and other accrued current liabilities outstanding.

Cove na nt s
We will 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;

· permit our subsidiaries to incur or guarantee debt; and

· engage in sale/leaseback transactions.

U se of proc e e ds
We expect the net proceeds from this offering of notes to be approximately $541.0 million,
after deducting underwriting discounts and other estimated expenses of the offering. We
intend to use the net proceeds from the offering of the notes for general corporate purposes,
which may include the repayment, repurchase or redemption of our 2.5% notes due 2017.
See "Use of proceeds."

Book -e nt ry form
The notes will be issued in book-entry form and will 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 will be shown on, and
transfers will 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.

Abse nc e of a public m a rk e t
for t he not e s
The notes will 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. fe de ra l inc om e t a x
c onse que nc e s
For the U.S. federal income tax consequences to non-U.S. holders (as defined herein) of the
holding and disposition of the notes, see "Material U.S. federal income tax considerations for
Non-U.S. Holders" in this prospectus supplement.

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

T rust e e
U.S. Bank National Association

S-7
Table of Contents
Sum m a ry c onsolida t e d hist oric a l fina nc ia l da t a
We have provided in the tables below summary consolidated historical financial data. We have derived the statement of income
data and other financial data for the six months ended June 30, 2016 and 2015, and for each of the years in the three-year
period ended December 31, 2015, and the balance sheet data as of June 30, 2016 and 2015, and as of December 31 for each
of the three years in the three-year period ended December 31, 2015, from our unaudited and audited consolidated financial
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Final Prospectus Supplement
statements. You should read the following financial information in conjunction with our consolidated financial statements and
related notes that we have included elsewhere and incorporated by reference in this prospectus supplement and the
accompanying prospectus. In the opinion of our management, the unaudited consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair
presentation of the information set forth therein. The interim results set forth below are not necessarily indicative of results for
the year ending December 31, 2016 or for any other period.
The financial data for the twelve-month period ended June 30, 2016 in the following tables is presented for informational
purposes only. Such twelve-month period is not a financial reporting period in accordance with GAAP and should not be
considered in isolation from or as a substitute for our consolidated historical financial statements. The statements of operations
information for such twelve-month period is derived by subtracting our statements of operations information for the six months
ended June 30, 2015 from our statements of operations information for the year ended December 31, 2015 and adding our
statements of operations information for the six months ended June 30, 2016.

T w e lve
m ont hs
e nde d

J une 3 0 , Six M ont hs Ende d J une 3 0 ,
Y e a r Ende d De c e m be r 3 1 ,

(in t housa nds, e x c e pt ra t ios)

2 0 1 6
2 0 1 6 2 0 1 5
2 0 1 5

2 0 1 4

2 0 1 3

(una udit e d)
(una udit e d)

St a t e m e nt of I nc om e Da t a :

Total revenues
$
2,240,800 $
867,757 $
1,660,037 $ 3,033,080 $5,476,084 $5,390,089
Cost s a nd Ex pe nse s:

Lease operating expenses
$
688,029 $
315,633 $
459,910 $
832,306 $1,089,888 $1,252,812
Severance and ad valorem taxes

52,036
26,076
39,834
65,794
107,215
87,331
Exploration expenses, including undeveloped
lease amortization

341,275
64,044
193,693
470,924
513,600
502,215
Selling and general expenses

281,140
140,620
166,143
306,663
364,004
379,167
Depreciation, depletion and amortization

1,276,795
541,388
884,417 1,619,824 1,906,247 1,553,394
Impairment of assets

2,588,244
95,088
-- 2,493,156
51,314
21,587
Accretion of asset retirement obligations

49,617
24,471
23,519
48,665
50,778
48,996
Deepwater rig contract exit costs

282,001
--
--
282,001
--
--
Interest expense

131,848
67,119
59,936
124,665
136,424
124,423
Interest capitalized

(6,531)
(2,449)
(3,208)
(7,290)
(20,605)
(52,523)
Other expenses (benefit)

7,090
(7,932)
63,612
78,634
24,949
--

Total costs and expenses

5,691,544
1,264,058
1,887,856 6,315,342 4,223,814 3,917,402

Income (loss) from continuing operations
before income taxes

(3,450,744)
(396,301)
(227,819) (3,282,262) 1,252,270 1,472,687
Income tax expense (benefit)

(1,083,848)
(199,721)
(142,363) (1,026,490)
227,297
584,550

Income (loss) from continuing operations

(2,366,896)
(196,580)
(85,456) (2,255,772) 1,024,973
888,137
Income (loss) from discontinued operations,
net of income taxes(1)

(11,534)
708
(2,819)
(15,061) (119,362)
235,336

Net income (loss)
$ (2,378,430) $
(195,872) $
(88,275) $(2,270,833) $ 905,611 $1,123,473

S-8
Table of Contents
T w e lve
m ont hs
e nde d
Y e a r Ende d De c e m be r

J une 3 0 , Six M ont hs Ende d J une 3 0 ,
3 1 ,

(in m illions, e x c e pt ra t ios)

2 0 1 6
2 0 1 6 2 0 1 5 2 0 1 5 2 0 1 4 2 0 1 3

(una udit e d)
(una udit e d)

Ot he r Fina nc ia l Da t a :

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Document Outline

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