Murphy USA Inc. 10-Q

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis” or "MD&A") is the Company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the consolidated financial statements and notes included in this Quarterly Report on Form 10-Q. The MD&A contains forward-looking statements and the Company does not undertake to update, revise or correct any of the forward-looking information unless required to do so under the federal securities laws. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company’s disclosures under “Forward-Looking Statements” and “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. For purposes of this Management’s Discussion and Analysis, references to “Murphy USA”, the “Company”, “we”, “us” and “our” refer to Murphy USA Inc. and its subsidiaries on a consolidated basis. Management’s Discussion and Analysis is organized as follows: • Executive Overview —This section provides an overview of our business and the results of operations and financial condition for the periods presented. It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business. • Results of Operations —This section provides an analysis of our results of operations, including the results of our operating segment for the three months ended March 31, 2023 and 2022. • Capital Resources and Liquidity —This section provides a discussion of our financial condition and cash flows as of and for the three months ended March 31, 2023 and 2022. It also includes a discussion of our capital structure and available sources of liquidity. • Critical Accounting Policies —This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment. Executive Overview The following MD&A is intended to help the reader understand our results of operations and financial condition. This section is provided to supplement, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to these financial statements contained elsewhere in this Quarterly Report on Form 10-Q, this MD&A section and the consolidated financial statements in our Annual Report on Form 10-K. Our Form 10-K contains a discussion of matters not included within this document, such as disclosures regarding critical accounting policies and estimates, and contractual obligations. Our Business The Company owns and operates a chain of retail stores markets gasoline and other products under the brand names of Murphy USA ® and Murphy Express most of which are located in close proximity to Walmart stores, principally in the Southeast, Midwest and Southwest areas of the United States. We also have a mix of convenience stores and retail gasoline stores located in New Jersey and New York that operate under the brand name of QuickChek. At March 31, 2023, we had a total of 1,720 Company stores in 27 states, of which 1,562 were Murphy branded and 158 were under the QuickChek brand. We also market to unbranded wholesale customers through a mixture of Company-owned and third-party terminals. Basis of Presentation Murphy USA was incorporated in March 2013, and until the separation from Murphy Oil Corporation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities or commitments. The financial information presented in this Management’s Discussion and Analysis is derived from the consolidated financial statements of Murphy USA Inc. and its subsidiaries for all periods presented. Our QuickChek subsidiary uses a weekly retail calendar where each quarter has 13 weeks. For Q1 2023, the QuickChek results cover the period from December 31, 2022 to March 31, 2023. For Q1 2022, the QuickChek results cover the period from January 1, 2022 to April 1, 2022. The difference in the timing of the period ends is immaterial to the overall consolidated results. Trends Affecting Our Business Our operations are significantly impacted by the gross margins we receive on our fuel and merchandise sales. The fuel gross margins are commodity-based, change daily, and are volatile. While we generally expect our total fuel and merchandise sales volumes to grow over time and the gross margins to remain strong in a normalized environment, these sales and gross margins can change rapidly due to many factors. These factors include, but are not limited to, the price of refined products, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions such as inflation, and competition in the local markets in which we operate. The cost of our main sales products, gasoline and diesel, are greatly impacted by the cost of crude oil in the United States. Historically, a rising price environment for crude oil increases the Company’s cost for wholesale fuel products purchased and increases retail fuel prices. Rising prices can cause consumers to reduce discretionary fuel consumption, however our low-price model can also serve as a hedge to draw new customers and potentially offset the potential loss of discretionary volumes. In 2023, crude oil prices were relatively stable with prices ranging from $67 per barrel to $82 per barrel with the the average price in Q1 2023 of $76 per barrel, compared to an average price of $95 per barrel in Q1 2022. Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results including Renewable Identification Numbers ("RINs")) for Q1 2023 was 28.9 cents per gallon ("cpg"), compared to 34.0 cpg in Q1 2022. Retail fuel margin dollars increased 4.4% in the current quarter while retail fuel volumes improved 4.9% when compared to Q1 of 2022. Our revenues are impacted by the ability to leverage our diverse supply infrastructure in pursuit of obtaining the lowest cost fuel supply available; for example, activities such as blending bulk fuel with ethanol and bio-diesel to capture and subsequently sell RINs. Under the Energy Policy Act of 2005, the Environmental Protection Agency (“EPA”) is authorized to set annual quotas establishing the percentage of motor fuels consumed in the United States that must be attributable to renewable fuels. Obligated parties are required to demonstrate that they have met any applicable quotas by submitting a certain amount of RINs to the EPA. RINs in excess of the set quota can be sold in a market for RINs at then-prevailing prices. The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action. There are other market related factors that can impact the net benefit we receive from RINs on a company-wide basis either favorably or unfavorably. The Renewable Fuel Standard ("RFS") program continues to be unpredictable and prices received for ethanol RINs averaged $1.60 in Q1 2023 compared to $1.12 in Q1 2022. Our business model does not depend on our ability to generate revenues from RINs. Revenue from the sales of RINs is included in “Other operating revenues” in the Consolidated Statements of Income. As of March 31, 2023, we had $1.3 billion of Senior Notes and a $393 million term loan outstanding. We believe that we will generate sufficient cash from operations to fund our ongoing operating requirements and service our debt obligations. At March 31, 2023, we had additional available capacity under the committed $350 million cash flow revolving credit facility, with none drawn. We expect to use the credit facilities to provide us with available financing to meet any short-term ongoing cash needs in excess of internally generated cash flows. To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements. There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit facilities, or obtain and draw upon other credit facilities. For additional information see Significant Sources of Capital in the Capital Resources and Liquidity section. The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2023 to range from approximately $375 million to $425 million depending on how many new stores are completed. We intend to fund the remainder of our capital program in 2023 primarily using operating cash flow but will supplement funding where necessary using borrowings available under cash flow revolving credit facilities. We believe that our business will continue to grow in the future as we expand the food and beverage capabilities within our network. We maintain a pipeline of desirable future store locations for development. The pace of this growth is continually monitored by our management, and these plans can be altered based on operating cash flows generated and the availability of debt facilities. We currently estimate our ongoing effective tax rate to be between 24% and 26% for the remainder of the year. Seasonality Our business has inherent seasonality due to the concentration of our retail stores in certain geographic areas, as well as customer activity and behaviors during different seasons. In general, sales volumes and operating incomes are typically highest in the second and third quarters during the summer-activity months and lowest during the winter months. As a result, operating results for the three months ended March 31, 2023, may not necessarily be indicative of the results that may be expected for the remainder of the year ending December 31, 2023. Business Segment The Company has one operating segment which is Marketing. The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For additional operating segment information, see Note 23 “Business Segments” in the audited combined financial statements for the year ended December 31, 2022 included with our Annual Report on Form 10-K and Note 16 “Business Segments” in the accompanying unaudited consolidated financial statements for the three months ended March 31, 2023. Results of Operations Consolidated Results For the three months ended March 31, 2023, the Company reported net income of $106.3 million, or $4.80 per diluted share, on revenue of $5.1 billion. Net income was $152.4 million for the same period in 2022, or $6.08 per diluted share, on $5.1 billion of revenue. The decrease in net income was primarily due to lower all-in fuel contribution, increases in general and administrative expenses, store operating expenses and payment fees, which were partially offset by higher overall merchandise contributions. Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022 Revenues for Q1 2023 decreased $41.2 million, or 0.8%, compared to the same quarter in 2022. The decrease in revenues was due to 8.2% lower retail fuel sales prices partially offset by increased fuel sales volumes of 4.9%, an increase in merchandise sales prices and higher RINs sales prices and volumes. Total cost of sales in Q1 2023 decreased $12.8 million, or 0.3% when compared to Q1 2022. In the current-year quarter, the decrease was primarily due to lower fuel cost partially offset by higher fuel volumes sold and higher merchandise costs. Store and other operating expenses increased $15.6 million, or 7.0% in Q1 2023 from Q1 2022, due primarily to higher employee related expenses, store maintenance costs, and payment fees. SG&A expenses for Q1 2023 increased $12.8 million, or 27.7%, from Q1 2022. The increase in SG&A costs is primarily due to higher professional and technology fees from business improvement initiatives, and increased employee incentive expenses. The effective income tax rate was approximately 23.5% for Q1 of 2023 compared to approximately 24.0% in Q1 2022. 27 Marketing Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022 Net income for the three months ended March 31, 2023 was lower compared to the same period in 2022 primarily due to: • Lower all-in fuel contribution • Higher selling, general and administrative expenses • Higher store operating expenses The items below partially offset the decrease in net income in the current period: • Higher merchandise contribution (Millions of dollars, except revenue per store month (in thousands) and store counts) Three Months Ended March 31, Marketing Segment 2023 2022 Operating Revenues Petroleum product sales $ 3,994.2 $ 4,148.4 Merchandise sales 966.2 892.0 Other operating revenues 116.7 77.9 Total operating revenues 5,077.1 5,118.3 Operating expenses Petroleum products cost of goods sold 3,780.6 3,856.2 Merchandise cost of goods sold 779.1 716.3 Store and other operating expenses 238.2 222.7 Depreciation and amortization 52.4 51.7 Selling, general and administrative 59.0 46.2 Accretion of asset retirement obligations 0.8 0.7 Total operating expenses 4,910.1 4,893.8 Gain (loss) on sale of assets (0.2) — Income (loss) from operations 166.8 224.5 Other income (expense) Interest expense (2.3) (2.2) Total other income (expense) (2.3) (2.2) Income (loss) before income taxes 164.5 222.3 Income tax expense (benefit) 38.6 53.2 Net income (loss) from operations $ 125.9 $ 169.1 Total tobacco sales revenue same store sales 1,2 $ 119.6 $ 113.9 Total non-tobacco sales revenue same store sales 1,2 69.6 59.3 Total merchandise sales revenue same store sales 1,2 $ 189.2 $ 173.2 1 2022 amounts not revised for 2023 raze-and-rebuild activity 2 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points 28 (Millions of dollars, except revenue per store month (in thousands) and store counts) Three Months Ended March 31, Marketing Segment 2023 2022 Store count at end of period 1,720 1,686 Total store months during the period 5,141 5,031 Average Per Store Month (APSM) metric includes all stores open through the date of the calculation, including stores acquired during the period. Same store sales (SSS) metric includes aggregated individual store results for all stores open throughout both periods presented. For all periods presented, the store must have been open for the entire calendar year to be included in the comparison. Remodeled stores that remained open or were closed for just a very brief time (less than a month) during the period being compared remain in the same store sales calculation. If a store is replaced either at the same location (raze-and-rebuild) or relocated to a new location, it will be excluded from the calculation during the period it is out of service. Newly constructed stores do not enter the calculation until they are open for each full calendar year for the periods being compared (open by January 1, 2022 for the stores being compared in the 2023 versus 2022 comparison). Acquired stores are not included in the calculation of same stores for the first 12 months after the acquisition. When prior period same store sales volumes or sales are presented, they have not been revised for current year activity for raze-and-rebuilds, asset acquisitions and asset dispositions. QuickChek uses a weekly retail calendar where each quarter has 13 weeks. For Q1 2023, the QuickChek results cover the period from December 31, 2022 to March 31, 2023. For Q1 2022, the QuickChek results cover the period from January 1, 2022 to April 1, 2022. The difference in the timing of the period ends is immaterial to the overall consolidated results. Fuel Three Months Ended March 31, Key Operating Metrics 2023 2022 Total retail fuel contribution ($ Millions) $ 264.7 $ 253.6 Total PS&W contribution ($ Millions) (50.1) 39.6 RINs (included in Other operating revenues on Consolidated Statements of Income) ($ Millions) 115.3 76.6 Total fuel contribution ($ Millions) $ 329.9 $ 369.8 Retail fuel volume - chain (Million gal) 1,141.8 1,088.3 Retail fuel volume - per store (K gal APSM) 1 230.2 224.9 Retail fuel volume - per store (K gal SSS) 2 227.8 222.8 Total fuel contribution (including retail, PS&W and RINs) (cpg) 28.9 34.0 Retail fuel margin (cpg) 23.2 23.3 PS&W including RINs contribution (cpg) 5.7 10.7 1 APSM metric includes all stores open through the date of calculation 2 2022 amounts not revised for 2023 raze-and-rebuild activity 29 The reconciliation of the components of total fuel contribution to the Consolidated Statements of Income is as follows: Three Months Ended March 31, (Millions of dollars) 2023 2022 Petroleum product sales $ 3,994.2 $ 4,148.4 Less Petroleum product cost of goods sold (3,780.6) (3,856.2) Plus RINs and other (included in Other Operating Revenues line) 116.3 77.6 Total fuel contribution $ 329.9 $ 369.8 Merchandise Three Months Ended March 31, Key Operating Metrics 2023 2022 Total merchandise contribution ($ Millions) $ 187.1 $ 175.7 Total merchandise sales ($ Millions) $ 966.2 $ 892.0 Total merchandise sales ($K SSS) 1,2 $ 189.2 $ 173.2 Merchandise unit margin (%) 19.4 % 19.7 % Tobacco contribution ($K SSS) 1,2 $ 17.5 $ 16.9 Non-tobacco contribution ($K SSS) 1,2 $ 19.5 $ 16.0 Total merchandise contribution ($K SSS) 1,2 $ 37.0 $ 32.9 1 2022 amounts not revised for 2023 raze-and-rebuild activity 2 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022 Net income in the Marketing segment for Q1 2023 decreased $43.2 million, to $125.9 million; compared to the Q1 2022 period. The decrease was due to lower total all-in fuel contribution and increases in selling, general and administrative expenses, store operating expenses, and payment fees, partially offset by higher overall merchandise contribution. Total revenues for the Marketing segment were effectively flat at approximately $5.1 billion in both Q1 2023 and 2022. Decreases in retail fuel prices were offset by increases in the number of gallons sold and higher merchandise sales and sales of RINs. Revenues included excise taxes collected and remitted to government authorities of $544.8 million in Q1 2023 and $514.1 million in Q1 2022. Retail fuel margin dollars increased 4.4% compared to the prior-year quarter on higher total fuel volumes of 4.9% and a relatively flat retail fuel margin of 23.2 cpg for Q1 2023 when compared 2022. Total fuel sales volumes on a SSS basis increased 1.4% to 227.8 thousand gallons per store in the 2023 period when compared to Q1 2022. Total PS&W margin dollars, including RINs, decreased by $51.0 million from Q1 2022 results. The quarter-over-quarter decrease reflects lower timing and inventory pricing adjustments, higher RINs revenue, and an increase in negative spot-to-rack margins. The Q1 2023 quarter includes the sale of 72.0 million RINs at an average selling price of $1.60 per RIN while Q1 2022 had sales of 68.5 million RINs at an average price of $1.12 per RIN for a total increase in RINs revenue of $38.7 million. Total merchandise sales increased 8.3% to approximately $1.0 billion in Q1 2023 compared to $0.9 billion in Q1 2022 due to higher sales across the chain in most categories. Total merchandise contribution in Q1 2023 improved 6.5% compared to Q1 2022 due to higher unit sales volumes and retail prices. Total SSS merchandise 30 contribution dollars grew 5.0%, which included an increase of 4.2% in tobacco products and a 5.6% increase in non-tobacco products. Store and other operating expenses increased $15.5 million in Q1 2023 compared to Q1 2022, primarily due to employee related expenses, store maintenance costs, inventory shrink, and payment fees. On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent were higher 5.4%, primarily due to increased employee related expenses, maintenance costs, and inventory shrink. Selling, general, and administrative expenses increased $12.8 million in Q1 2023 compared to Q1 2022 due primarily to higher professional and technology fees from business improvement initiatives and increased employee incentive expenses. Same store sales information compared to APSM metrics Variance from prior year Three months ended March 31, 2023 SSS 1 APSM 2 Fuel gallons per month 1.4 % 2.4 % Merchandise sales 6.0 % 6.0 % Tobacco sales 5.4 % 4.7 % Non-tobacco sales 7.2 % 8.6 % Merchandise margin 5.0 % 4.2 % Tobacco margin 4.2 % 2.7 % Non-tobacco margin 5.6 % 6.7 % 1 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points 2 Includes all MDR activity Corporate and Other Assets Three Months Ended March 31, 2023 versus Three Months Ended March 31, 2022 After-tax results for Corporate and other assets for Q1 2023 were a loss of $19.6 million compared to a loss of $16.7 million in Q1 2022, the increase was primarily due to higher interest expense partially offset by higher nonoperating income and investment income. Non-GAAP Measures The following table sets forth the Company’s Adjusted EBITDA for the three months ended March 31, 2023 and 2022. EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisition, and other non-operating (income) expense). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP). We use Adjusted EBITDA in our operational and financial decision-making, believing that the measure is useful to eliminate certain items in order to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. Adjusted EBITDA is also used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. We believe that the presentation of Adjusted EBITDA provides useful information to investors because it allows understanding of a key measure that we evaluate internally when making operating and strategic decisions, preparing our annual plan, and evaluating our overall performance. However, non-GAAP measures are not a substitute for GAAP 31 disclosures, and EBITDA and Adjusted EBITDA may be prepared differently by us than by other companies using similarly titled non-GAAP measures. The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as follows: Three Months Ended March 31, (Millions of dollars) 2023 2022 Net income $ 106.3 $ 152.4 Income tax expense (benefit) 32.7 48.0 Interest expense, net of investment income 24.1 19.6 Depreciation and amortization 56.4 55.4 EBITDA 219.5 275.4 Accretion of asset retirement obligations 0.8 0.7 (Gain) loss on sale of assets 0.2 — Acquisition and integration related costs — 0.2 Other nonoperating (income) expense (0.3) 0.7 Adjusted EBITDA $ 220.2 $ 277.0 Capital Resources and Liquidity Significant Sources of Capital As of March 31, 2023, we had $102.1 million of cash and cash equivalents and marketable securities of $17.9 million. Our cash management policy provides that cash balances in excess of a certain threshold are reinvested in certain types of low-risk investments. We have a committed cash flow revolving credit facility (the "revolving facility”) of $350 million, which was undrawn at March 31, 2023, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein. We believe our short-term and long-term liquidity is adequate to fund not only our operations, but also our anticipated near-term and long-term funding requirements, including capital spending programs, execution of announced share repurchase programs, potential dividend payments, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies. Operating Activities Net cash provided by operating activities was $149.7 million for the three months ended March 31, 2023, and was $339.2 million for the same period of 2022, a decrease of $189.5 million. The decrease for the current year is primarily related to the year-over-year changes in amounts from non-cash working capital of $149.3 million and the decrease in net income of $46.1 million compared to the same period in 2022. For the current year, operating cash required by changes in non-cash operating working capital of $30.4 million was due to a decrease in accounts payable and accrued liabilities of $85.9 million which was due to the timing of payments. This was partially offset by a decrease in prepaid expenses of $20.4 million due primarily to changes in accrued income tax liabilities and the timing of income tax payments, a decrease in accounts receivable of $16.5 million due to the timing of receipts and lower fuel prices, a decrease in inventory of $15.5 million due to lower prices and volumes, and by increases in income taxes payable of $3.1 million due to accrued income taxes and timing of estimated tax payments. Investing Activities For the three months ended March 31, 2023, cash required by investing activities was $69.0 million compared to $64.4 million in 2022. The increase in investing cash requirements of 2023 compared to the prior year was primarily due to payments for capital expenditures requiring $8.7 million more in 2023 versus 2022 as a result of 32 the timing of construction activity and payments, and was partially offset by the maturity of available-for-sale marketable securities of $4.5 million in the current year of which there were none in 2022. Financing Activities Financing activities in the three months ended March 31, 2023 required cash of $39.1 million compared to cash required of $175.0 million in the three months ended March 31, 2022. The first three months of 2023 included payments of $13.7 million for the repurchase of common shares, which was a decrease of $138.1 million from the repurchases of $151.8 million in the 2022 period. Dividend payments increased $0.9 million in 2023 versus amounts paid in the first three months of 2022. Net repayments of debt required $3.8 million in both 2023 and 2022. Amounts related to share-based compensation required $1.3 million more in cash during 2023 than in 2022. Dividends During the three months ended March 31, 2023, the Company paid cash dividend payments of $0.37 per common share, for a total of $8.1 million, compared to the period ended March 31, 2022, in which dividends of $0.29 per share were paid for total cash dividend payments of $7.2 million. As a part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time. On May 4, 2023, the Board of Directors declared a quarterly cash dividend of $0.38 per common share, or $1.52 per share on an annualized basis. The dividend is payable on June 1, 2023, to shareholders of record as of May 15, 2023. Share Repurchase Program On December 1, 2021, our Board of Directors approved a share repurchase authorization of up to $1 billion. During the three months ended March 31, 2023 a total of 48.8 thousand shares were repurchased for $13.7 million under the 2021 program. As of March 31, 2023, we had approximately $200.0 million remaining under the 2021 authorization. It was announced on May 2, 2023, that the Company's Board of Directors recently authorized a new share repurchase authorization of up to $1.5 billion to begin upon completion of the current $1 billion authorization and to be executed by December 31, 2028. The new authorization reaffirms the Company's commitment to supplement organic growth initiatives with shareholder distributions, including our dividend growth plan, to maximize value creation over time. 33 Debt Our long-term debt at March 31, 2023 and December 31, 2022 was as set forth below: (Millions of dollars) March 31, 2023 December 31, 2022 5.625% senior notes due 2027 (net of unamortized discount of $1.5 at March 31, 2023 and $1.6 at December 31, 2022) $ 298.5 $ 298.4 4.75% senior notes due 2029 (net of unamortized discount of $4.0 at March 31, 2023 and $4.2 at December 31, 2022) 496.0 495.8 3.75% senior notes due 2031 (net of unamortized discount of $4.9 at March 31, 2023 and $5.1 at December 31, 2022) 495.1 494.9 Term loan due 2028 (effective interest rate of 6.45% at March 31, 2023 and 5.95% at December 31, 2022 and net of unamortized discount of $0.7 at March 31, 2023 and December 31, 2022, respectively) 392.3 393.3 Capitalized lease obligations, autos and equipment, due through 2026 2.0 2.3 Capitalized lease obligations, buildings, due through 2059 128.9 131.3 Less unamortized debt issuance costs (8.7) (9.1) Total notes payable, net 1,804.1 1,806.9 Less current maturities 14.7 15.0 Total long-term debt, net of current $ 1,789.4 $ 1,791.9 Senior Notes On April 25, 2017, Murphy Oil USA, Inc., our primary operating subsidiary, issued $300 million of 5.625% Senior Notes due 2027 (the "2027 Senior Notes"). The 2027 Senior Notes are fully and unconditionally guaranteed by Murphy USA, and are guaranteed by certain 100% owned subsidiaries that guarantee our Credit Facilities. The indenture governing the 2027 Senior Notes contains restrictive covenants that limit, among other things, the ability of Murphy USA, Murphy Oil USA, Inc. and the restricted subsidiaries to incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates or merge with or into other entities. On September 13, 2019, Murphy Oil USA, Inc., issued $500 million of 4.75% Senior Notes due 2029 (the “2029 Senior Notes”). The net proceeds from the issuance of the 2029 Senior Notes were used to fund, in part, the tender offer and redemption of a prior note issuance. The 2029 Senior Notes are fully and unconditionally guaranteed by Murphy USA, and are guaranteed by certain 100% owned subsidiaries that guarantee our Credit Facilities. The indenture governing the 2029 Senior Notes contains restrictive covenants that are substantially similar to the covenants for the 2027 Senior Notes. On January 29, 2021, Murphy Oil USA, Inc., issued $500 million of 3.75% Senior Notes due 2031 (the “2031 Senior Notes” and, together with the 2027 Senior Notes and the 2029 Senior Notes, the "Senior Notes"). The net proceeds from the issuance of the 2031 Senior Notes were used to fund the acquisition of QuickChek and for other obligations related to that purpose. The 2031 Senior Notes are fully and unconditionally guaranteed by Murphy USA, and are guaranteed by certain 100% owned subsidiaries that guarantee our Credit Facilities. The indenture governing the 2031 Senior Notes contains restrictive covenants that are substantially similar to the covenants for the 2027 and 2029 Senior Notes. The Senior Notes and the guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness. The Senior Notes are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the Senior Notes. 34 Revolving Credit Facility and Term Loan On January 29, 2021, the Company entered into a new credit agreement that consists of both a cash flow revolving credit facility and a senior secured term loan that replaced the Company's prior ABL facility and term loan. The credit agreement provides for a senior secured term loan in an aggregate principal amount of $400 million (the "Term Facility") (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $350 million (the "Revolving Facility", and together with the Term Facility, the "Credit Facilities"). The outstanding balance of the term loan was $393 million at March 31, 2023 and $394 million at December 31, 2022. The term loan is due January 2028 and we are required to make quarterly principal payments of $1 million, which began on July 1, 2021. As of March 31, 2023, we had no outstanding borrowings under the Revolving Facility and had $4.7 million in outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility). Interest payable on the Term Facility is based on either: • the London interbank offered rate, adjusted for statutory reserve requirements (the “Adjusted LIBO Rate”); or • the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate", (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted LIBO Rate plus 1.00% per annum, plus, (A) in the case of Adjusted LIBO Rate borrowings, a spread of 1.75% per annum and (B) in the case of Alternate Base Rate borrowings, a spread of 0.75% per annum. Interest payable on the Revolving Facility is based on either: • the term secured overnight financing rate, plus a 0.10% credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0% floor; or • the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate", (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted SOFR Rate plus 1.00% per annum, plus, (A) in the case of Adjusted SOFR Rate borrowings, spreads ranging from 1.75% to 2.25% per annum depending on a total debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, spreads ranging from 0.75% to 1.25% per annum depending on a total debt to EBITDA ratio. The Term Facility amortizes in quarterly installments starting with the first amortization payment being due on July 1, 2021 at a rate of 1.00% per annum. Murphy USA is also required to prepay the Term Facility with a portion of its excess cash flow, a portion of the net cash proceeds of certain asset sales, casualty events (subject to certain reinvestment rights) and net cash proceeds of issuances of indebtedness not permitted under the credit agreement. The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs. The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes. The Revolving Facility also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly. Pursuant to the total leverage ratio financial maintenance covenant, the Company must 35 maintain a total leverage ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 5.5 to 1.0 and a maximum secured net leverage ratio of 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.25 to 1.0. The credit agreement also contains customary events of default. Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0 could be limited. At March 31, 2023, our total leverage ratio was 1.58 to 1.0 which meant our ability at that date to make restricted payments was not limited. If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including the ability to make restricted payments in cash in an aggregate amount not to exceed the greater of $110.5 million or 4.5% of consolidated net tangible assets over the life of the credit agreement. All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party to the guarantee and collateral agreement in respect thereof. Supplemental Guarantor Financial Information The following is a description of the guarantees with respect to the Senior Notes and the Credit Facilities, for which MOUSA is primary obligor, and for which the Company and certain 100% owned subsidiaries provide full and unconditional guarantees on a joint and several basis. See "—Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below. See also Note 6 "Long Term Debt" in the accompanying consolidated financial statements. The Senior Notes and related guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness. The Senior Notes and related guarantees are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes. All obligations under the Credit Facilities are guaranteed by the Company and the same subsidiary guarantors that guarantee the Senior Notes. All obligations under the Credit Facilities, including the guarantees of those obligations, are secured by certain assets of the Company, MOUSA, and the other guarantors. The combined assets, liabilities and results of operations of MOUSA and the guarantors are not materially different from corresponding amounts presented in the consolidated financial statements included herein. MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the three months ended March 31, 2023, and accounted for the vast majority of our total assets as of March 31, 2023. In the event MOUSA itself were unable to service the Company's consolidated debt obligations, our business and financial condition would be materially adversely impacted. Capital Spending Capital spending and investments in our Marketing segment relate primarily to the acquisition of land and the construction of new Company stores. Marketing capital is also deployed to improve our existing stores as needed to ensure reliability and continued performance, which we refer to as sustaining capital. We also invest capital in our Corporate and other assets segment. 36 The following table outlines our capital spending and investments by segment for the three month periods ended March 31, 2023 and 2022: Three Months Ended March 31, (Millions of dollars) 2023 2022 Marketing: Company stores $ 52.2 $ 52.0 Terminals 1.2 — Sustaining capital 8.5 5.3 Corporate and other assets 11.5 11.8 Total $ 73.4 $ 69.1 We currently expect capital expenditures for the full year 2023 to range from approximately $375 million to $425 million, including $285 million to $315 million for retail growth, and $50 million to $60 million for maintenance capital, with the remaining funds earmarked for other corporate investments and other strategic initiatives. See Note 19 “Commitments” in the audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K for more information. Critical Accounting Policies There has been no material update to our critical accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2022. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies” in the Form 10-K. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: The Company's ability to successfully expand our food and beverage offerings; our ability to continue to maintain a good business relationship with Walmart; successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties; our ability to effectively manage our inventory, disruptions in our supply chain and our ability to control costs; geopolitical events, that impact the supply and demand and price of crude oil; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic, the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident; successful execution of our information technology strategy; reduced demand for our products due to the implementation of more stringent fuel economy and greenhouse gas reduction requirements, or increasingly widespread adoption of electric vehicle technology; future tobacco or e-cigarette legislation and any other efforts that make purchasing tobacco products more costly or difficult could hurt our revenues and impact gross margins; changes to the Company's capital allocation, including the timing, declaration, amount and payment of any future dividends or levels of the Company's share repurchases, or management of operating cash; the market price of the Company's stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company's cash flows from operations, and general economic conditions; compliance with debt covenants; availability and cost of credit; and changes in interest rates. Our SEC reports, including our most recent annual Report on Form 10-K and quarterly report on Form 10-Q, contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. The Company undertakes no obligation to 37 update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.