Note D – Acquisition

In December 2018, the Company announced the completion of a transaction with Petrobras Americas Inc. (PAI) which became effective October 1, 2018. Through this transaction, Murphy acquired all PAI’s producing Gulf of Mexico assets along with certain blocks that hold deep exploration rights. This transaction added production of approximately 50,000 BOED (including noncontrolling interest, NCI) along with approximately 97 MMBOE (including NCI) of proven reserves at December 31, 2018. See Supplemental Oil and Gas Information (Unaudited), below for discussion of proved reserves acquired.

Under the terms of the transaction, Murphy paid cash consideration of $794.6 million and transferred a 20% interest in MP Gulf of Mexico, LLC (MP GOM), a subsidiary of Murphy, to PAI. Murphy could also owe additional contingent consideration up to $150 million if certain sales thresholds are exceeded beginning in 2019 through 2025. Both companies contributed all of their current producing Gulf of Mexico assets into MP GOM. Following closing of the transaction, MP GOM is owned 80% by Murphy and 20% by PAI, with Murphy overseeing the operations.

The following tables contain the preliminary purchase price allocation at fair value:


(Thousands of dollars)
Cash consideration paid to PAI	$	794,623
Fair value of net assets contributed		166,797
Fair value of contingent consideration		52,540
Noncontrolling interest in acquired assets		253,490
Total purchase consideration	$	1,267,450


(Thousands of dollars)
Fair value of Property, Plant, and Equipment	$	1,617,052
Other assets		10,041
Less: Asset retirement obligations		(359,643)
Total net assets	$	1,267,450

The fair value measurements of crude oil and natural gas properties and asset retirement obligations are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of crude oil and natural gas properties and asset retirement obligations were measured using valuation techniques that convert expected future cash flows to a single discounted amount. Significant inputs to the valuation of crude oil and natural gas properties included estimates of: (i) proved, probable, and possible reserves; (ii) production rates and related development timing; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average discount rate. These inputs required significant judgments and estimates by management at the time of the valuation and are the most sensitive and may be subject to change.

Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, analysis of the underlying tax basis of the PAI assets acquired and liabilities assumed and the final purchase price adjustments to be settled in 2019. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

Results of Operations

The results of operations attributable to the acquired PAI assets are included in our Consolidated Statement of Operations beginning on December 1, 2018. Murphy generated additional revenues of $56.7 million and pre-tax income of $36.5 million related to the acquired assets from the period December 1, 2018 to December 31, 2018.

Note D – Acquisition (Contd.)

Pro Forma Financial Information

The following pro forma condensed combined financial information was derived from historical financial statements of Murphy and PAI and gives effect to the transaction as if it had occurred on January 1, 2017. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including depletion of PAI fair-valued proved crude oil and natural gas properties. The pro forma condensed combined financial information was also adjusted to exclude acquisition-related costs of $6.2 million incurred by Murphy. The pro forma results of operations do not include any cost savings or other synergies that we expect to realize from the transaction or any estimated costs that have been or will be incurred by us to integrate the PAI assets. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have occurred had the transaction taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results.



	Years Ended December 31,
(Thousands of dollars, except per share amounts)		2018	2017
Revenues	$	2,825,169	2,816,458
Net Income Attributable to Murphy		603,231	(224,860)

Net Income Attributable to Murphy per Common Share
Basic	$	3.49	(1.30)
Diluted		3.46	(1.30)