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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-15 · 281 added, 266 removed, 1075 unchanged (34% of the section changed)

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Certain information regarding executive officers of the Company is included under the caption “Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K.

Other information required by this item is incorporated by reference to the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders on May 4, 2023 under the captions “Election of Directors” and “Committees”.

Other information required by this item is incorporated by reference to the Registrant’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the captions “Election of Directors” and “Committees”.

Murphy USA has adopted a Code of Business Conduct and Ethics, which can be found under the Corporate Governance tab at http://ir.corporate.murphyusa.com .

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EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the Annual Meeting of Stockholders on May 4, 2023 under the captions “Compensation Discussion and Analysis” and “Compensation of Directors” and in various compensation schedules.

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the captions “Compensation Discussion and Analysis” and “Compensation of Directors” and in various compensation schedules.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the Annual Meeting of Stockholders on May 4, 2023 under the captions “Security Ownership of Certain Beneficial Owners,” “Security Ownership of Management,” and “Equity Compensation Plan Information.”

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners,” “Security Ownership of Management,” and “Equity Compensation Plan Information.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the Annual Meeting of Stockholders on May 4, 2023 under the caption “Review, Approval or Ratification of Transactions with Related Persons.”

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the caption “Review, Approval or Ratification of Transactions with Related Persons.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders under the caption “Audit Committee Report.”

EXHIBIT and FINANCIAL STATEMENT SCHEDULES

Financial Statements – The consolidated financial statements of Murphy USA Inc.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Management - Financial Statements

Report of Management - Internal Controls

Report of Management - Consolidated Financial Statements

Report of Management - Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

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Note 5 - Marketable Securities

Note 6 - Business Acquisition

Note 6 - Property, Plant and Equipment

Note 8 - Goodwill and Intangibles

Note 7 - Goodwill and Intangible Assets

Note 8 - Accounts Payable and Accrued Liabilities

Note 9 - Long-Term Debt

Note 1 1 - Asset Retirement Obligation (ARO)

Note 10 - Asset Retirement Obligations (ARO)

Note 1 1 - Income Taxes

Note 1 2 - Incentive Plans

Note 1 4 - Employee and Retiree Benefits

Note 13 - Employee and Retiree Benefit Plans

Note 1 4 - Financial Instruments and Risk Management

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10.11 Credit Agreement, dated as of January 29, 2021, by and among Murphy USA Inc., Murphy Oil USA, Inc., Royal Bank of Canada, as term administrative agent, JPMorgan Chase Bank, N.A., as revolving administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Murphy USA's Current Report on Form 8-K as filed February 1, 2021)

10.12* Form of Murphy USA 2013 Long-Term Incentive Plan Option Agreement (February 2023 grants)

10.13* Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (February 2023 grants)

10.14* Form of Murphy USA 2013 Long-Term Incentive Plan Performance Stock Unit Agreement (February 2023 grants)

10.15* Form of Murphy USA 2013 Non-Employee Director Equity Grant (February 2023 grants)

10.16* Form of Murphy USA 2013 Non-Employee Director Cash Deferral Equity Grant (February 2023 grants)

10.12 Form of Murphy USA 2013 Long-Term Incentive Plan Option Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.12 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.13 Form of Murphy USA 2013 Long-Term Incentive Plan RSU Agreement (February 2023 grants)(incorporated by reference to Exhibit 10.13 to Murphy USA's Inc's Annual Report on Form 10-K filed on February 15, 2023)†

10.14 Form of Murphy USA 2013 Long-Term Incentive Plan Performance Stock Unit Agreement (February 2023 grants) (incorporated by reference to Exhibit 10.14 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.15 Form of Murphy USA 2013 Non-Employee Director Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.15 to Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)†

10.16 Form of Murphy USA 2013 Non-Employee Director Cash Deferral Equity Grant (February 2023 grants) (incorporated by reference to Exhibit 10.16 Murphy USA Inc's Annual Report on Form 10-K filed February 15, 2023)

10.17 Murphy USA Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 99 to Murphy USA Inc's Registration Statement on Form S-8 (File No.

333-271777) filed May 9, 2023†

10.18 First Amendment Agreement, dated as of March 8, 2023, to the Credit Agreement dated as of January 29, 2021, among Murphy USA Inc., Murphy Oil USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed May 4, 2023)

10.19 Form of 2023 Omnibus Incentive Plan Option Grant Agreement (incorporated by reference to Exhibit 10.1 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.20 Form of 2023 Omnibus Incentive Plan Performance Share Agreement (incorporated by reference to Exhibit 10.2 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.21 Form of 2023 Omnibus Incentive Plan RSU Agreement (Non-Employee Director Award) (incorporated by reference to Exhibit 10.3 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.22 Form of 2023 Omnibus Incentive Plan RSU Agreement (Employees) (incorporated by reference to Exhibit 10.4 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)†

10.23 Second Amendment Agreement, dated as of June 26, 2023, to the Credit Agreement dated as of January 29, 2021, as amended as of March 8, 2023, by and among Murphy USA, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A.

as Revolving Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Term Administrative Agent (incorporated by reference to Exhibit 10.5 to Murphy USA Inc's Quarterly Report on Form 10-Q filed August 3, 2023)

10.24* Murphy USA Inc 2019 Annual Incentive Plan, as amended and restated, on November 30, 2023 and effective January 1, 2024†

21* List of Subsidiaries of Murphy USA

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer

97.1* Murphy USA Inc 2023 Financial Restatement Compensation Recoupment Policy

INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents

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The property, plant and equipment balance, at cost less accumulated depreciation, as of December 31, 2023 was $2,571.8 million.

Some retail sites may generate negative cash flow or experience events that indicate carrying values might not be recovered, indicating a higher risk that these retail sites might be impaired.

This requires the

Company to consider profitability and retail site specific factors when evaluating its retail sites for impairment in order to determine whether or not an impairment triggering event has occurred.

Some retail sites may generate negative cash flow or experience events that indicate carrying values might not

be recovered, indicating a higher risk that these retail sites might be impaired.

This requires the Company to consider profitability and retail site specific factors when evaluating its retail sites for impairment in order to determine whether or not an impairment triggering event has occurred.

We identified the assessment of impairment triggering events related to property, plant and equipment as a critical audit matter.

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Trade accounts payable and accrued liabilities 834.7 839.2

Income taxes payable 23.1 —

Total current liabilities 872.8 854.2

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Unrealized gain (loss) — — 0.1

Marketable securities:

Unrealized gain (loss) 0.1 — —

Reclassified to interest expense (interest rate swap):

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Amortization of unrealized gain to interest expense 0.6 0.9 0.9

0.9 1.0 ( 3.4 )

Deferred income tax expense (benefit) 0.2 0.2 0.3

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Amortization of discount on marketable securities ( 0.4 ) ( 0.1 ) —

Pretax (gains) losses from sale of assets ( 2.1 ) ( 1.5 ) ( 1.3 )

(Gains) losses from sale of assets 0.8 ( 2.1 ) ( 1.5 )

Net (increases) decrease in noncash operating working capital ( 42.1 ) 44.8 82.8

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Investment in marketable securities ( 12.8 ) ( 22.2 ) —

Redemptions of marketable securities 24.0 — —

Other investing activities - net ( 1.6 ) ( 0.6 ) ( 1.8 )

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Dividends paid ( 33.4 ) ( 29.9 ) ( 27.3 )

Repayments of debt ( 20.2 ) ( 224.3 ) ( 38.9 )

Borrowings of debt 8.0 5.0 892.8

Repayments of debt ( 23.4 ) ( 20.2 ) ( 224.3 )

Debt issuance costs — — ( 9.9 )

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Net cash provided (required) by financing activities ( 403.1 ) ( 871.3 ) 269.6

Net change in cash, cash equivalents, and

restricted cash ( 195.9 ) 92.8 ( 116.7 )

Net increase (decrease) in cash, cash equivalents and restricted cash 57.3 ( 195.9 ) 92.8

Cash, cash equivalents and restricted cash at January 1 60.5 256.4 163.6

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Net income — — — — 396.9 — 396.9

Cumulative effect of a change in accounting principle — — — — 1.1 — 1.1

Loss on interest rate hedge, net of tax — — — — — ( 2.6 ) ( 2.6 )

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.7 0.7

Cash dividends declared, ($ 1.04 per share)

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Net income — — — — 672.9 — 672.9

Gain on interest rate hedge, net of tax — — — — — 0.7 0.7

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.7 0.7

Cash dividends declared, ($ 1.27 per share)

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Net income — — — — 556.8 — 556.8

Gain on interest rate hedge, net of tax — — — — — 0.7 0.7

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.5 0.5

Cash dividends declared, ($ 1.55 per share)

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The business of Murphy USA Inc.

and its subsidiaries (“Murphy USA”, "we", or the “Company”) primarily consists of the U.S.

and its subsidiaries (“Murphy USA”, "we", "our", "us", or the “Company”) primarily consists of the U.S.

retail marketing business that was separated from its former parent company, Murphy Oil Corporation (“Murphy Oil”), plus other assets, liabilities and operating expenses of Murphy Oil that were associated with supporting the activities of the U.S.

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On January 29, 2021, MUSA acquired 100 % of Quick Chek Corporation ("QuickChek"), a privately held convenience store chain with a strong regional brand that consisted of 156 stores at the time of acquisition, located in New Jersey and New York, in an all-cash transaction.

For additional information concerning the acquisition, see Note 6, "Business Acquisition".

Murphy USA markets refined products through a network of retail gasoline stores and unbranded wholesale customers and in addition, we operate non-fuel convenience stores in select markets.

The Company owns and operates a chain of retail stores under the brand name of Murphy USA ® which are almost all located in close proximity to Walmart stores, markets gasoline and other products at standalone stores under the Murphy Express brand, and also has a mix of convenience stores and convenience stores with retail gasoline that operate under the name of QuickChek ® .

At December 31, 2022, Murphy USA had a total of 1,712 Company stores in 27 states, of which 1,151 were Murphy USA, 404 were Murphy Express and 157 were QuickChek.

Murphy USA markets refined products through a network of retail gasoline stores and to unbranded wholesale customers.

In addition, we operate non-fuel convenience stores in select markets.

The Company owns and operates a chain of retail stores under the brand name of Murphy USA ® and Murphy Express, most of which are located in close proximity to Walmart stores, and also has a mix of convenience stores with and without retail gasoline that operate under the name of QuickChek ® .

At December 31, 2023, the Company had a total of 1,733 Company stores in 27 states, of which 1,577 were branded as Murphy and 156 were the QuickChek brand.

The Company also has certain product supply and wholesale assets, including product distribution terminals and pipeline positions.

Murphy Oil USA, Inc.

and certain of its subsidiaries operate on a calendar year basis, while the QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks.

For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023 and for 2022, the QuickChek results cover the period January 1, 2022 to December 30, 2022 and for 2021 covered the period January 29, 2021 (date of acquisition) to December 31, 2021.

The difference in the timing of the period ends is immaterial to the overall consolidated results.

Note 2 – Significant Accounting Policies

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Costs incurred for the shipping and handling of convenience store merchandise are included in Merchandise cost of goods sold in the Consolidated Income Statements.

TAXES COLLECTED FROM CUSTOMERS AND REMITTED TO GOVERNMENT AUTHORITIES – Excise and other taxes collected on sales of refined products and remitted to governmental agencies are included in operating revenues and operating expenses in the Consolidated Income Statements.

Excise taxes on

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

petroleum products collected and remitted were $ 2.2 billion in 2022, $ 2.0 billion in 2021, and $ 1.8 billion in 2020.

Excise taxes on petroleum products collected and remitted were $ 2.3 billion in 2023, $ 2.2 billion in 2022, and $ 2.0 billion in 2021.

CASH EQUIVALENTS – Short-term investments, which include government securities, money market funds and other instruments with government securities as collateral, that have a maturity of three months or less from the date of purchase are classified as cash equivalents.

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The Company has not experienced any significant credit-related losses in the past three years.

INVENTORIES – Inventories of petroleum products located at Murphy branded stores are valued at the lower of cost, generally applied on a last-in, first-out (“LIFO”) basis, or market, while petroleum products located at QuickChek branded stores are valued at weighted average cost.

INVENTORIES – Inventories of petroleum products are valued at the lower of cost, generally applied on a last-in, first-out (“LIFO”) basis, or market.

Any increments to LIFO inventory volumes are valued based on the first purchase price for these volumes during the year.

Merchandise inventories held for resale at Murphy branded stores are carried at average cost.

Certain merchandise inventories at QuickChek stores are on a LIFO basis while all other items are valued on average cost.

Merchandise inventories held for resale are generally valued at average cost.

Materials and supplies are valued at the lower of average cost or net realizable value.

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At December 31, 2023 and 2022, the Company had no open LKE transactions with an intermediary.

GOODWILL AND INTANGIBLE ASSETS – Goodwill represents the excess of the aggregate of the consideration transferred over the net assets acquired and liabilities assumed and is tested annually for impairment, or more frequently if there are indicators of impairment.

Acquired finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, and are reviewed for impairment when events or circumstances indicate that the asset group to which the intangible assets belong might be impaired.

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If the Company revises the useful life, the unamortized balance is amortized over the useful life on a prospective basis.

See Note 7 "Goodwill and Intangible Assets" for additional information.

IMPAIRMENT OF ASSETS – Long-lived assets, which include property and equipment and finite-lived assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

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ENVIRONMENTAL LIABILITIES – A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated.

If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the

If there is a range of reasonably

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

range is used.

estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used.

Related expenditures are charged against the liability.

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1 Includes excise and sales taxes that remain eligible for inclusion under Topic 606

2 Primarily includes collection allowance on excise and sales taxes and other miscellaneous items

2 Primarily includes collection allowance on excise and sales taxes combined with other miscellaneous items

Marketing segment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The most significant judgment with respect to merchandise sales revenue is determining whether we are the principal or agent for some categories of merchandise such as lottery tickets, lotto tickets, newspapers and other small categories of merchandise.

With respect to merchandise sales revenue we must determine whether we are the principal or agent for some categories of merchandise such as scratch-off lottery tickets, lotto tickets, newspapers and other small categories of merchandise.

For scratch-off lottery tickets, we have determined we are the principal in the majority of the jurisdictions and therefore we record those sales on a gross basis.

We have some categories of merchandise (such as lotto tickets) where we are the agent and the revenues recorded for those transactions are our net commission only.

The Company offers loyalty programs through its Murphy USA, Murphy Express, and QuickChek branded retail locations.

The Company offers loyalty programs through each of its branded retail locations.

The customers earn rewards based on their spending or other promotional activities.

These programs create a performance obligation which requires us to defer a portion of sales revenue to the loyalty program participants until they redeem their rewards.

The rewards may be redeemed for free or discounted merchandise or cash discounts at all stores and on fuel purchases at Murphy USA and Murphy Express stores.

Earned rewards expire after an account is inactive for a period of 90 days at Murphy USA and Murphy Express, while certain QuickChek rewards require use within the month.

The rewards may be redeemed for free or discounted merchandise or cash discounts at all stores and on fuel purchases at Murphy branded stores.

Earned rewards expire after an account is inactive for a period of 90 days at Murphy branded stores, while certain QuickChek rewards require use within the month.

We recognize loyalty revenue when a customer redeems an earned reward.

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Total inventories $ 341.2 $ 319.1

Murphy USA and Murphy Express branded petroleum products are valued using the last-in, first-out (LIFO) method and certain QuickChek store merchandise for resale is valued using the LIFO method.

At December 31, 2023 and 2022, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 209.7 million and $ 249.1 million, respectively, and store merchandise for resale by $ 2.4 million and $ 1.6 million, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — Marketable Securities

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The goal of the Company's investment policy, in order of priority, are as follows:

(1) preservation of principal, (2) maintaining a high degree of liquidity to meet cash flow requirements, and (3) deliver competitive returns subject to prevailing market conditions and the Company's stated objectives related to safety and liquidity.

(1) preservation of principal, (2) maintaining a high degree of liquidity to meet cash flow requirements, and (3) deliver competitive returns subject to prevailing

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

market conditions and the Company's stated objectives related to safety and liquidity.

Nothing in the policy is intended to indicate that management must invest excess operational cash;

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Investments may include U.S.

Treasury bills, notes and bond, U.S.

Treasury bills, notes and bonds, U.S.

Agency securities, repurchase agreements, certificates of deposit, institutional, government money market funds that maintain a stable $ 1.00 net asset value, domestic and foreign commercial paper, municipal securities, domestic and foreign debt issued by corporations or financial institutions with the primary objective of minimizing the potential risk of principal loss.

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All marketable securities in the periods presented have been classified as available-for-sale.

The carrying values of marketable securities within cash and cash equivalents and marketable securities consist of the following:

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at December 31, 2023 and December 31, 2022 consist of the following:

December 31, 2023

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Losses Estimated

Available-for-sale debt securities:

Available-for-sale securities:

Marketable securities current

Cash and cash equivalents $ — $ — $ — $ —

U S Govt Bonds 8.8 — — 8.8

Government bonds $ 3.0 — — $ 3.0

Corporate bonds 3.9 — — 3.9

Non U S Corporate bonds 3.0 — — 3.0

Investment income receivable 0.2 — — 0.2

Marketable securities non-current

Corporate bonds 2.9 — — 2.9

Corporate bonds 1.5 — — 1.5

Total marketable securities $ 11.5 $ — $ — $ 11.5

December 31, 2022

(Millions of dollars) Amortized

Losses Estimated

Available-for-sale securities:

Marketable securities current

Government bonds $ 8.8 — — $ 8.8

Corporate bonds 6.0 — — 6.0

Corporate bonds 3.0 — — 3.0

Investment income receivable 0.1 — — 0.1

17.9 — — 17.9

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Total marketable securities $ 22.3 $ — $ — $ 22.3

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost basis and fair value of the Company's available-for-sale marketable securities at December 31, 2023, by contractual maturity, are as follows:

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Total $ 11.4 $ 11.4

There was no impairment on any available-for-sale marketable securities as of December 31, 2022, while there were none at December 31, 2021.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — Business Acquisition

On January 29, 2021, MUSA acquired 100 % of QuickChek, a privately-held convenience store chain with a regional brand which consisted of 156 stores located in New Jersey and New York, in an all-cash transaction.

The acquisition was made to expand the MUSA network into the Northeast by adding stores that had an existing food and beverage model and is consistent with the Company's stated strategic priorities of developing enhanced food and beverage capabilities and accelerating its growth plans.

The excess of the purchase price over the estimated fair value of the net, identifiable assets acquired was recorded as goodwill.

The factors contributing to the recognition of goodwill are a mixture of direct and reverse synergies that are expected to be realized as a result of this acquisition.

The direct synergies include additional margin capture on the retail fuel side from the tactical pricing decisions and improved benefits from increased scale on the product acquisition side combined with other cost savings in both merchandise and store operations.

The reverse synergies reflect management's ability to leverage QuickChek's product pricing and operational capabilities related to food and beverage sales to Murphy branded stores.

All fair values were final as of December 31, 2021.

The Company has determined that the trade name has an indefinite life, as there is no economic, contractual, or other factors that limit its useful life and expects to generate value as long as the trade name is utilized, and therefore is not subject to amortization.

The fair value of intangible assets was based on widely-accepted valuation techniques, including discounted cash flows.

The following table summarizes the fair value of the consideration transferred at the date of the acquisition, as well as the calculation of goodwill based on the excess of consideration over the fair value of net assets acquired:

(Millions of dollars) January 29,

Cash paid to shareholders $ 641.9

cash and cash equivalents acquired 0.8

Fair value of consideration transferred, net of cash acquired $ 641.1

Assets acquired:

Accounts receivable $ 8.0

Inventories 24.3

Prepaid expenses and other current assets 5.5

Property and equipment 447.1

Right of use assets 237.6

Other assets 5.4

Identified intangible assets 106.8

Liabilities assumed:

Accounts payable and accrued expenses ( 68.4 )

Deferred income tax liabilities ( 58.5 )

Asset retirement obligation ( 1.2 )

Current and long term debt, including finance lease obligations ( 148.5 )

Deferred credits and other liabilities ( 7.4 )

Operating lease liabilities ( 237.6 )

Net assets acquired 313.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of dollars) January 29,

Goodwill 328.0

Fair value of consideration transferred, net of cash and cash equivalents acquired $ 641.1

In connection with the acquisition, the Company recognized certain acquisition-related expenses which were expensed as incurred.

These expenses, recognized within acquisition related costs in the consolidated statements of operations, include amounts related to transaction and integration costs, including fees for advisory and professional services incurred as part of the acquisition and integration costs subsequent to the acquisition in the amount of $ 1.5 million, $ 10.4 million, and $ 1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

There was no impairment on any available-for-sale marketable securities as of December 31, 2023 or December 31, 2022.

Note 6 – Property, Plant and Equipment

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Land $ 655.7 $ 655.7 $ 645.2 $ 645.2

Real estate finance lease 1 to 40 years

Real estate finance leases 1 to 40 years

149.2 110.9 147.7 122.2

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Note 7 – Goodwill and Intangible Assets

The Company's goodwill resides in its Marketing segment and no ne of the goodwill is deductible for tax purposes.

The Company's goodwill is assigned to its Marketing segment and no ne of the goodwill is deductible for tax purposes.

(Millions of dollars) 2023 2022

Goodwill balance, at beginning of period $ 328.0 $ —

QuickChek acquisition — 328.0

Goodwill balance, at end of period $ 328.0 $ 328.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with our acquisition of QuickChek on January 29, 2021, we recorded the following amounts of intangible assets.

Useful Life January 29,

(Millions of dollars) (in years) Carrying Value

Intangible assets subject to amortization:

Intangible lease liability 13.6 $ ( 9.1 )

Intangible assets not subject to amortization:

Trade name n/a 115.4

Liquor licenses n/a 0.5

Total intangible assets $ 106.8

We amortize intangible assets subject to amortization on a straight-line or accelerated basis based on the period for which the economic benefits of the asset or liability are expected to be realized.

The intangible assets subject to amortization was in addition to the Company's existing intangible asset pipeline space, which is being amortized over a 40 -year life.

Intangible assets at December 31, 2022 and 2021 consisted of the following:

Goodwill $ 328.0 $ 328.0

We amortize intangible assets subject to amortization on a straight-line basis based on the period for which the economic benefits of the asset or liability are expected to be realized.

The intangible assets subject to amortization includes pipeline space, which is being amortized over a 40 -year life, and the intangible lease liability acquired from QuickChek which is being amortized over the remaining life of the underlying leases.

Intangible assets subject to amortization at December 31, 2023 and 2022 consisted of the following:

Remaining Useful Life (in years) December 31, 2023 December 31, 2022

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Intangible lease liability 10.4 ( 9.1 ) ( 7.3 ) ( 9.1 ) ( 7.9 )

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Remaining Useful Life (in years) December 31, 2023 December 31, 2022

(Millions of dollars) Cost Net Cost Net

Total intangible assets subject to amortization 30.5 24.4 30.5 24.8

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Intangible assets, net of amortization $ 145.9 $ 139.8 $ 146.1 $ 140.4

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Accounts Payable and Accrued Liabilities

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Term loan due 2028 (effective interest rate of 7.23 % at 2023 and 5.95 % at 2022) net of unamortized discount of $ 0.6 at 2023 and $ 0.7 at 2022

Capitalized lease obligations, vehicles, due through 2026 2.3 2.7

Capitalized lease obligations, autos and equipment, due through 2027 3.1 2.3

Capitalized lease obligations, buildings, due through 2059 123.6 131.3

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Total long-term debt, net of current $ 1,784.7 $ 1,791.9

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") under its existing shelf registration statement.

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 the prior notes 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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On April 25, 2017, Murphy Oil USA, Inc.

("MOUSA"), our primary operating subsidiary, issued $ 300 million of 5.625 % Senior Notes due 2027 (the "2027 Senior Notes") under its existing shelf registration statement.

The 2027 Senior Notes are fully and unconditionally guaranteed by the Company and by the Company's subsidiaries that guarantee our Credit Facilities (as defined below).

The indenture governing the 2027 Senior Notes contains restrictive covenants that limit, among other things, the ability of the Company, MOUSA, 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, MOUSA, 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 the Company and by the Company's 100% owned subsidiaries that guarantee our Credit Facilities.

The indenture governing the 2029 Senior Notes contains restrictive covenants that are essentially identical 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").

On January 29, 2021, MOUSA 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, in part, to fund the acquisition of QuickChek and other obligations related to that transaction.

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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 and that replaced the Company’s prior ABL facility and term loan.

Our credit agreement consists of both a cash flow revolving credit facility and a senior secured 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 $ 394.0 million at December 31, 2022.

The revolving facility expires January 2026 while the term loan is due January 2028 and requires quarterly principal payments of $ 1.0 million beginning July 1, 2021.

As of December 31, 2022, we had none outstanding under the revolving facility, while there were $ 4.7 million in outstanding letters of credit, which reduces the amount available to borrow.

Interest payable on the Credit Facilities 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 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, (i) with respect to the Revolving Facility, spreads ranging from 1.75 % to 2.25 % per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, a spread of 1.75 % per annum and (B) in the case of Alternate Base Rate borrowings (i) with respect to the Revolving Facility, spreads ranging from 0.75 % to 1.25 % per annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term Facility, a spread of 1.75 % per annum.

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 and casualty events (subject to certain reinvestment rights) and the 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 outstanding balance of the term loan was $ 390 million at December 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 December 31, 2023, we had no outstanding borrowings under the Revolving Facility and had $ 6.2 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 term overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

plus, (A) in the case of Adjusted Term SOFR 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 0.10 % credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0 % floor;

• 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, a spread of 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, which commenced on July 1, 2021, at a rate of 1.00 % per annum.

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 credit agreement also contains total leverage ratio and secured net leverage ratio financial maintenance covenants solely for the benefit of the revolving facility which are tested quarterly.

The Revolving Facility credit agreement also impose 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 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 not more than 3.75 to 1.0 with an ability in certain circumstances to temporarily increase that limit to 4.25 to 1.0.

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At December 31, 2023, our total leverage ratio was 1.68 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 an ability to make restricted payments in an aggregate not to exceed the greater of $ 106.7 million or 4.5 % of consolidated net tangible assets over the life of the credit agreement.

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 an ability to make restricted payments in cash in an aggregate not to exceed the greater of $ 115.6 million or 4.50 % 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 thereto.

and the guarantors party to the guarantee and collateral agreement in respect thereof.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — Asset Retirement Obligations (ARO)

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Balance at beginning of period $ 43.3 $ 39.2

Addition for acquisition — 1.2

Accretion expense 3.0 2.7

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The Company cannot predict the type of revisions to these assumptions that may be required in future periods due to the lack of availability of additional information.

Murphy USA Inc.

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Note 11 — Income Taxes

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Total $ 177.6 $ 210.9 $ 125.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

An analysis of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 showing the tax effects of significant temporary differences is as follows:

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Property costs and asset retirement obligations $ 6.4 $ 5.9

Net operating loss — 6.3

Employee benefits 12.9 10.7

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Although the Company believes that recorded liabilities for unsettled issues are adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The FASB’s rules for accounting for income tax uncertainties clarify the criteria for recognizing uncertain income tax benefits and require additional disclosures about uncertain tax positions.

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Of these amounts shown in the table, $ 0.4 million and $ 0.5 million represent the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate for the years ended December 31, 2023 and 2022, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the next twelve months, the Company does not expect a material change to the liability for uncertain taxes.

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Effective August 30, 2013, certain of our employees began to participate in the Murphy USA 2013 Long-Term Incentive Plan, which was subsequently amended and restated effective as of February 8, 2017 (the “MUSA 2013 Plan”).

The MUSA 2013 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), dividend equivalent units, cash awards, and performance awards to our employees.

No more than 5.5 million shares of common stock may be delivered under the MUSA 2013 Plan and no more than 1 million shares of common stock may be awarded to any one employee, subject to adjustment for changes in capitalization.

The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year is $ 5.0 million.

During the period from August 30, 2013 to December 31, 2022, the Company granted a total of 2,805,086 awards from the MUSA 2013 Plan which leaves 2,694,914 remaining shares to be granted in future years (after consideration of the amendments made to the MUSA 2013 Plan in February 2014 by the Board of Directors).

The MUSA 2013 Plan authorized the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), dividend equivalent units, cash awards, and performance awards to our employees.

No more than 5.5 million shares of common stock were to be delivered under the MUSA 2013 Plan and no more than 1.0 million shares of common stock were to be awarded to any one employee, subject to adjustment for changes in capitalization.

The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year was $ 5.0 million.

During the period from August 30, 2013 to December 31, 2023, the Company granted a total of 2,995,854 awards from the MUSA 2013 Plan which leaves 2,504,146 remaining shares (after consideration of the amendments made to the MUSA 2013 Plan in February 2014 by the Board of Directors).

Any remaining shares to be granted under this plan will be in the form of dividend equivalent units on outstanding nonvested shares until the time when all shares are completely vested.

At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2013 Stock Plan for Non-employee Directors

Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “Directors Plan”).

The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.

Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, dividend equivalent units, stock options, or a combination thereof.

An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan.

Since 2013, 150,673 time-based restricted stock units have been granted under the terms of the Directors Plan which leaves 349,327 shares available to be granted in the future.

Amounts recognized in the financial statements by the Company with respect to all share-based plans are shown in the following table:

Years Ended December 31,

(Millions of dollars) 2022 2021 2020

Compensation charged against income before income tax benefit $ 16.0 $ 14.4 $ 14.3

Related income tax benefit recognized in income $ 3.4 $ 3.0 $ 3.0

As of December 31, 2022, there was $ 24.0 million in compensation costs to be expensed over approximately the next 1.8 years related to unvested share-based compensation arrangements granted by the Company.

Employees who have stock options are required to net settle their options in shares, after applicable statutory withholding taxes are considered, upon each stock option exercise.

Therefore, no cash is received upon exercise.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements were $ 1.0 million, $ 0.3 million, and $ 0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

The Company issues dividend equivalent units ("DEU") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

On May 4, 2023, the 2023 Omnibus Incentive Compensation Plan (the "MUSA 2023 Plan") was approved by shareholders and became effective for all future grants for both employees and directors, as described later in the footnote.

Beginning with its initial quarterly dividend in December 2020, the Company issues dividend equivalent units ("DEU") on all outstanding, unvested equity awards (except stock options) in an amount commensurate with regular quarterly dividends paid on common stock.

The terms of the DEU mirror the underlying awards and will only vest if the related award vests.

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STOCK OPTIONS (MUSA 2013 Plan) – The Committee fixes the option price of each option granted at no less than fair market value (FMV) on the date of the grant and fixes the option term at no more than 7 years from such date.

Most of the nonqualified stock options granted to certain employees by the Committee were granted in February 2022.

Most of the nonqualified stock options granted in 2023 to certain employees by the Committee were granted in February 2023.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Following are the assumptions used by the Company to value the original awards:

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Stock price at valuation date $ 263.48 $ 181.18 $ 126.00

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in options outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions of Dollars)

2013 Plan — Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (Millions of Dollars)

Outstanding at December 31, 2022 313,950 112.06

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Exercised ( 61,000 ) 77.72

Forfeited ( 9,100 ) 119.43

Outstanding at December 31, 2023 291,050 $ 139.07 3.9 $ 63.3

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$ 0.00 to $ 99.99 68,900 2.0 68,900 2.0

120,500 2.6 118,700 2.6

$ 100.00 to $ 149.99 128,900 3.7 91,650 3.5

63,800 4.0 31,750 3.8

$ 150.00 to $ 249.99 55,150 5.1 — —

74,500 5.1 — —

$ 250.00 to $ 300.00 38,100 6.1 — —

291,050 3.9 160,550 2.9

313,950 4.1 150,450 2.8

RESTRICTED STOCK UNITS (MUSA 2013 Plan) – The Committee has granted time based restricted stock units (RSUs) as part of the compensation plan for its executives and certain other employees since its inception.

The awards granted in the current year were under the MUSA 2013 Plan, are valued at the grant date fair value, and vest over three years .

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

Employee RSUs Number of units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

2013 Plan — Employee RSUs Number of units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2022 149,366 $ 125.51

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For the TSR portion of the awards, the fair value was determined to be $ 330.18 per unit.

For the ROACE portion of the awards, the valuation was based on the grant

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

date fair value of $ 181.18 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

For the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 263.48 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Changes in performance-based restricted stock units outstanding for Company employees during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

Employee PSU's Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

2013 Plan — Employee PSU's Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2022 106,001 $ 160.03

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Vested and issued ( 72,799 ) $ 121.83 $ 19.0

Forfeited ( 6,360 ) $ 133.98

Outstanding at December 31, 2023 95,582 $ 212.38 $ 34.1

2013 Stock Plan for Non-employee Directors

Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “Directors Plan”).

The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.

Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, dividend equivalent units, stock options, or a combination thereof.

An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan.

Since 2013, 157,285 time-based restricted stock units have been granted under the terms of the Directors Plan which leaves 342,715 shares available to be granted in the future.

RESTRICTED STOCK UNITS (Directors Plan) – The Committee has also granted time based RSUs to the non-employee directors of the Company as part of their overall compensation package for being a member of the Board of Directors.

These awards typically vest at the end of three years .

Awards prior to 2023 vest at the end of three years and those granted in 2023 vest at the end of one year .

DEFERRED STOCK UNITS (2013 Directors Plan) — Effective January 1, 2023, non-employee directors can elect to receive their annual cash retainers in the form of Deferred Stock Units ("DSUs").

The DSUs are recognized at their fair value on the date of the grant.

Director fees which are deferred into DSUs are calculated and expensed each quarter by taking fees earned during the quarter and dividing by the closing price of our common stock on the last trading day of the quarter.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

In addition, beginning with the 2023 annual

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

equity grants to non-employee directors, the directors may elect to defer receipt of their vested RSUs until their service ends.

These RSUs are included in the Director RSU table below, will vest in one year , and will thereafter become deferred stock units.

Changes in restricted stock units outstanding for Company non-employee directors during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

Director RSU's Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

2013 Plan — Director RSUs and DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2022 26,923 $ 132.38

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Vested and issued ( 9,880 ) $ 110.19 $ 2.7

Outstanding at December 31, 2023, including DSUs 23,654 $ 180.97 $ 8.4

During the three-month period ended March 31, 2023, we granted 421 DSUs and recorded director expense of $ 0.1 million related to the grants under the 2013 Plan.

Two DEU shares were granted and vested on these DSUs during the year.

At December 31, 2023 there were 423 Director DSUs outstanding with an average grant date fair value of $ 258.35 under the 2013 Plan.

2023 Omnibus Incentive Compensation Plan

On May 4, 2023, the MUSA 2023 Plan became effective upon the approval of the Company's stockholders.

The MUSA 2023 Plan has been established to replace, on a prospective basis, the MUSA 2013 Plan and the 2013 Directors Plan, each of which expired on August 8, 2023.

The MUSA 2023 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant to non-employee directors, employees, and consultants of the Company, or any of its subsidiaries, stock options (incentive stock options ("ISOs") and nonqualified stock options ("NQSO")), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance awards or other cash-based awards and other stock-based awards.

The maximum number of shares available for issuance under the MUSA 2023 Plan shall not exceed in the aggregate 1,725,000 shares (subject to certain adjustments).

During the period from May 4, 2023 to December 31, 2023, the Company granted a total of 1,544 awards from the MUSA 2023 Plan which leaves 1,723,456 remaining shares.

At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.

DEFERRED STOCK UNITS — Non-employee directors can elect to receive their annual cash retainers in the form of DSUs.

The DSUs are recognized at their fair value on the date of the grant.

Each DSU represents the right to receive one share of common stock following the completion of a director's service.

Changes in restricted stock units outstanding for Company 2023 Plan during the period from December 31, 2022 to December 31, 2023 are presented in the following table:

2023 Plan — RSUs and Director DSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2022 — $ —

Granted 1,544

Outstanding at December 31, 2023, including DSUs

1,544 $ 335.69 $ 0.6

During the period ended December 31, 2023, we granted 1,003 DSUs and recorded director expense of $ 0.3 million related to the grants.

At December 31, 2023, there were 1,004 Director DSUs vested and outstanding with an average grant date fair value of $ 335.18 under the MUSA 2023 Plan.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recognized in the financial statements by the Company with respect to all share-based plans are shown in the following table:

Years Ended December 31,

(Millions of dollars) 2023 2022 2021

Compensation charged against income before income tax benefit $ 21.8 $ 16.0 $ 14.4

Related income tax benefit recognized in income $ 4.6 $ 3.4 $ 3.0

As of December 31, 2023, there was $ 25.9 million in compensation costs to be expensed over approximately the next 1.7 years related to unvested share-based compensation arrangements granted by the Company.

Employees who have stock options are required to net settle their options in shares, after applicable statutory withholding taxes are considered, upon each stock option exercise.

Therefore, no cash is received upon exercise.

Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements were $ 0.8 million, $ 1.0 million, and $ 0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Note 13 — Employee and Retiree Benefit Plans

THRIFT PLAN – Most full-time employees of the Company may participate in defined contribution savings plans by contributing up to a specified percentage of their base pay.

THRIFT PLAN – Employees of the Company may participate in defined contribution savings plans by contributing up to a specified percentage of their base pay.

The Company matches contributions for Murphy USA eligible employees at 100 % of each employee’s contribution with a maximum match of 6 %.

In addition, the Company makes profit sharing contributions on an annual basis for Murphy USA employees.

Eligible employees receive a stated percentage of their base and incentive pay of 5 %, 7 %, or 9 % determined on a formula that is based on a combination of age and years of service.

The Company maintained the thrift plan of QuickChek on acquisition, and matches 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees.

Eligible employees receive a stated percentage of their base and incentive pay of which can range from 3 % to 9 % based on participant's age, years of service, date of hire, subsidiary organization, or role.

The Company maintained the thrift plan of QuickChek on acquisition and matched 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees in 2021 and 2022.

Beginning in 2023, the QuickChek Corporation 401(k) Retirement and Savings Plan and the Murphy Profit Sharing Plan were merged into the Murphy USA Savings Plan.

The Company’s combined expenses related to these plans were $ 23.8 million in 2023, $ 17.3 million in 2022 and $ 16.9 million in 2021.

PROFIT SHARING PLAN – Eligible part-time employees of Murphy USA may participate in the Company’s noncontributory profit sharing plan.

Each year, the Company may make a discretionary employer contribution in an amount determined and authorized at the discretion of the Board of Directors.

Eligible employees receive an allocation based on their compensation earned for the year the contribution is allocated.

The Company’s expenses related to this plan were $ 1.6 million in 2022, $ 1.1 million in 2021 and $ 1.8 million in 2020.

In addition, prior to 2023, eligible part-time employees participated in a noncontributory profit sharing plan in which the Company could make discretionary employer contributions.

The Company's expenses related to this plan were $ 1.6 million in 2022 and $ 1.1 million in 2021.

SUPPLEMENTAL EXECUTIVE RETIREMENT – The Company provides a Supplemental Executive Retirement Plan ('SERP'), a nonqualified deferred compensation plan for Murphy USA employees, to eligible executives and certain members of management.

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The liability balances, net of associated assets, were $ 7.6 million and $ 5.5 million, at December 31, 2023 and 2022, respectfully.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14 — Financial Instruments and Risk Management

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As of December 31, 2023, all current commodity derivative activity is immaterial.

Cash deposits were none at December 31, 2022 and at December 31, 2021 the cash deposit was $ 0.6 million related to commodity derivative contracts and were reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

These cash deposits have not been used to reduce the reported net liabilities on the derivative contracts at December 31, 2022 and 2021.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were $ 1.0 million in cash deposits at December 31, 2023 and none at December 31, 2022 related to commodity derivative contracts reported in Prepaid expenses and other current assets in the Consolidated Balance Sheets.

These cash deposits have not been used to increase the reported net assets or reduce the reported net liabilities on the derivative contracts at December 31, 2023 and 2022.

Interest Rate Risks

Under hedge accounting rules, the Company deferred the net charge or benefit associated with the interest rate swap entered into to manage the variability in interest payments for the variable-rate debt in association with $ 150.0 million of our outstanding term loan dated August 27, 2019 until the debt was repaid on January 29, 2021.

At that time the hedge was de-designated and therefore hedge accounting is no longer applicable and mark-to-market gains and losses are recognized in the period in which the change occurs in the Consolidated Statement of income in interest expense.

The current loan balance subject to the hedge is $ 67.5 million.

The Company is reclassifying the accumulated other comprehensive loss on the previous interest rate swap, $ 2.4 million as of the de-designation date, into interest expense using a straight-line approach over the remaining life of the originally designated hedging relationship.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.9 million for the twelve months ended December 31, 2022 and 2021, leaving a balance of $ 0.6 million at December 31, 2022.

Prior to the de-designation, changes in the fair values of the interest rate swaps were recorded as a component of other comprehensive loss.

An interest rate derivative that the Company used to effect the hedge entered into in August 2019 matured during the year 2023.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.6 million, $ 0.9 million and $ 0.9 million for the three years ended December 31, 2023, 2022 and 2021, respectively.

Note 15 – Earnings Per Share

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Diluted earnings per common share adjusts basic earnings per common share for the effects of stock options and restricted stock in the periods where such items are dilutive.

On December 1, 2021, the Board of Directors approved a share repurchase authorization of up to $ 1 billion to begin upon completion of the $ 500 million authorization made in October 2020, and is to be executed by December 31, 2026.

During the year 2022, the total number of share repurchases were 3,328,795 common shares for $ 806.4 million, at an average price of $ 242.24 per share.

The 2022 shares repurchased included 3,226,379 common shares for $ 786.3 million, at an average price of $ 243.72 per share under the 2021 $ 1 billion authorization, leaving approximately $ 213.7 million remaining available, as of December 31, 2022, and included 102,416 common shares repurchased for $ 20.0 million, at an average price of $ 195.45 per share which completed the October 2020 $ 500 million authorization.

Purchases in 2021 and 2020 under the October 2020 authorization were 2,398,477 common shares for $ 355.0 million, at an average price of $ 148.00 per share and 969,654 common shares for $ 125.0 million, at an average price of $ 128.91 per share, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On December 1, 2021, the Board of Directors approved a share repurchase authorization of up to $ 1 billion to begin upon completion of the $ 500 million authorization made in October 2020.

The 2021 authorization was completed in October 2023.

On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $ 1.5 billion to be executed by December 31, 2028.

During the year 2023, the total number of share repurchases were 1,026,300 common shares for $ 336.2 million, at an average price of $ 327.55 per share, including excise tax accrued.

The 2023 shares repurchased included 328,225 common shares for $ 120.7 million, at an average price of $ 367.66 per share, including excise tax accrued, under the 2023 $ 1.5 billion authorization, leaving approximately $ 1.4 billion remaining available, as of December 31, 2023, and included 698,075 common shares repurchased for $ 215.5 million, at an average price of $ 308.69 per share, including excise tax accrued, which completed the December 2021 $ 1 billion authorization.

During the years 2022 and 2021, the total number of share repurchases were 3,328,795 common shares for $ 806.4 million, at an average price of $ 242.24 per share and 2,398,477 common shares for $ 355.0 million, at an average price of $ 148.00 per share, respectively.

The following table provides a reconciliation of basic and diluted earnings per share computations for the years ended December 31, 2023, 2022 and 2021.

Years ended December 31,

(Millions of dollars except per share amounts) 2022 2021 2020

(Millions of dollars except share and per share amounts) 2023 2022 2021

Earnings per common share:

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Earnings per common share $ 25.91 $ 28.63 $ 15.14

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31,

(Millions of dollars except share and per share amounts) 2023 2022 2021

Earnings per common share - assuming dilution:

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Note 16 — Other Financial Information

CASH FLOW DISCLOSURES — Cash income taxes paid (collected), net of refunds, were $ 199.7 million, $ 120.4 million and $ 96.5 million for the three years ended December 31, 2022, 2021 and 2020, respectively.

CASH FLOW DISCLOSURES — Cash income taxes paid (received), net of refunds, were $ 128.0 million, $ 199.7 million and $ 120.4 million for the three years ended December 31, 2023, 2022 and 2021, respectively.

Interest paid, net of amounts capitalized, was $ 92.3 million, $ 81.6 million and $ 70.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CHANGES IN WORKING CAPITAL -

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Income taxes payable 23.1 — ( 8.7 )

Net decrease (increase) in noncash operating working capital $ 44.8 $ 82.8 $ ( 13.1 )

Net decrease (increase) in noncash operating

working capital $ ( 42.1 ) $ 44.8 $ 82.8

Note 17 — Assets and Liabilities Measured at Fair Value

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Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's available-for-sale marketable securities consist of high quality, investment grade securities from diverse issuers.

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Marketable securities, current

U S Govt Bonds $ — $ 8.8 $ — $ 8.8

Government bonds $ — $ 3.0 $ — $ 3.0

Corporate bonds — 4.1 — 4.1

Non U S Govt Bonds — 3.0 — 3.0

Accounts receivable - trade

Interest rate swap derivative — — 1.3 1.3

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(Millions of dollars) Level 1 Level 2 Level 3 Fair Value

Marketable securities, noncurrent

Prepaid expenses and other current assets

Fuel derivative — — 0.6 0.6

Marketable securities, non-current

Corporate bonds — 2.9 — 2.9

Government bonds — 1.5 — 1.5

Deferred compensation plan assets 12.5 — — 12.5

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Financial assets

Prepaid expenses and other current assets

Fuel derivative $ — $ — $ 0.6 $ 0.6

Marketable securities, current:

Government bonds $ — $ 8.8 $ — $ 8.8

Corporate bonds — 6.1 — 6.1

Government bonds — 3.0 — 3.0

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(Millions of dollars) Level 1 Level 2 Level 3 Fair Value

Accounts receivable - trade:

Interest rate swap derivative — — 1.3 1.3

Marketable securities, non-current

Corporate bonds — 4.4 — 4.4

Deferred compensation plan assets 9.5 — — 9.5

Financial liabilities

Trade accounts payable and accrued liabilities

Interest rate swap derivative — — ( 0.7 ) ( 0.7 )

Deferred credits and other liabilities

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December 31, 2023 December 31, 2022

Carrying Carrying

Carrying Level 2 Carrying Level 2

(Millions of dollars) Amount Fair Value Amount Fair Value

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Current and long-term debt, excluding finance leases $ ( 1,673.0 ) $ ( 1,662.9 ) $ ( 1,673.3 ) $ ( 1,643.0 )

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18 – Commitments

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Commitments for capital expenditures were approximately $ 301.9 million at December 31, 2023, including $ 265.0 million approved for potential construction of future stores (including land) at year-end, along with $ 16.7 million for improvements of existing stores, to be financed with our operating cash flow and/or incurrence of indebtedness.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has certain take-or-pay contracts primarily to supply terminals with a noncancellable remaining term of 6.8 years.

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With respect to the previously owned refinery properties, Murphy Oil retained those liabilities in the Separation and Distribution agreement that was entered into related to the separation on August 30, 2013.

With respect to any remaining potential liabilities, based on information currently available to the Company, the Company believes costs related to these

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

properties will not have a material adverse effect on Murphy USA’s net income, financial position or liquidity in a future period.

With respect to any remaining potential liabilities, based on information currently available to the Company, the Company believes costs related to these properties will not have a material adverse effect on Murphy USA’s net income, financial position or liquidity in a future period.

While it is possible that certain environmental expenditures could be recovered by the Company from other sources, primarily environmental funds maintained by certain states, no assurance can be given that future recoveries from these other sources will occur.

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The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at this site or other Superfund sites.

Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.

Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.

Based on information currently available to the Company, the amount of future remediation costs to be incurred to address known contamination sites is not expected to have a material adverse effect on the Company’s future net income, cash flows or liquidity.

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These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories.

At this early stage, the ultimate outcome of these matters remain uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

At this early stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.

Based on information currently available to the Company, the ultimate resolution of those other legal matters is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.

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Subsequent changes to our tax liabilities because of these audits may subject us to interest and penalties.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OTHER MATTERS — In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts.

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The Company's leases have remaining lease terms of approximately 1 year to 38 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 20 years or more.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

include one or more options to renew, with renewal terms that can extend the lease term from 5 to 20 years or more.

The exercise of lease renewal options is at the Company's sole discretion.

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Our lease agreements do not contain any material residual value guarantees and approximately 102 sites leased from Walmart contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leases are reflected in the following balance sheet accounts:

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Operating (Right-of-use) Operating lease right of use assets, net $ 452.1 $ 449.6

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 30.5 in 2022 and $ 16.7 in 2021

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 42.6 in 2023

and $ 30.5 in 2022

Total leased assets $ 565.9 $ 574.2

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Total lease liabilities $ 599.1 $ 598.3

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31,

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Finance lease cost

Amortization of leased assets Depreciation & amortization expense 15.9 14.8 1.3

Amortization of leased

assets Depreciation & amortization expense 15.0 15.9 14.8

Interest on lease liabilities Interest expense 8.9 9.1 8.2

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Financing cash flows required by finance leases $ 11.4 $ 11.2 $ 9.8

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities:

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Operating leases 6.6 %

Note 22 — Recent Accounting and Reporting Rules

In August 2021, the FASB issued ASU 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.

Under Topic 606, the acquirer applies the revenue model as if it had originated the contracts.

This is a departure from the current requirement to measure contract assets and contract liabilities at fair value.

This ASU is effective for the Company for the year beginning January 1, 2023, with early adoption permitted.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848." The amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024.

These amendments apply to all entities and are effective upon issuance of the Update.

The Company has determined this standard has not had a material impact on the Company's consolidated financial statements.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21 — Recent Accounting and Reporting Rules

In December 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which incorporates into the FASB Codification several disclosure and presentation requirements in SEC Regulations S-X and S-K that overlap with US GAAP.

While the ASU is not expected to significantly affect entities currently subject to the corresponding SEC requirements, certain disclosures currently presented outside the financial statements under Regulation S-K may need to be relocated into the financial statements.

If the SEC does not remove the existing disclosure requirements from Regulations S-X or S-K by June 30, 2027, the corresponding pending content will be removed from the Codification and will not become effective for any entities.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-07, "Segment Reporting:

Improvements to Reportable Segment Disclosures." The amendments in this Update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities and clarifies that single reportable segment entities must apply Topic 280 in its entirety.

The amendments in this Update are effective for the Company for the year beginning January 1, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statement.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU intends to enhance income tax disclosures, under Topic 740, to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The amendments in this Update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The amendments in this Update are effective for the Company for the year beginning January 1, 2025, with early adoption permitted.

The amendments should be applied on a prospective basis, with retrospective application permitted.

The Company has determined this will not have a material impact on the Company's consolidated financial statements.

Note 22 — Business Segments

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Revenues from external customers $ 21,528.9 $ 0.5 $ 21,529.4

Interest income $ — $ 3.0 $ 3.0

Investment income $ — $ 6.9 $ 6.9

Interest expense $ ( 8.9 ) $ ( 89.6 ) $ ( 98.5 )

Income tax expense (benefit) $ 203.0 $ ( 25.4 ) $ 177.6

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Information Corporate and Other Assets

(Millions of dollars) Marketing Consolidated

Significant noncash charges (credits)

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Revenues from external customers $ 23,445.4 $ 0.7 $ 23,446.1

Interest income $ — $ 0.1 $ 0.1

Investment income $ — $ 3.0 $ 3.0

Interest expense $ ( 9.0 ) $ ( 76.3 ) $ ( 85.3 )

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Total assets at year-end $ 3,794.0 $ 329.2 $ 4,123.2

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Information Corporate and Other Assets

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Revenues from external customers $ 17,359.9 $ 0.6 $ 17,360.5

Interest income $ — $ 1.0 $ 1.0

Investment income $ — $ 0.1 $ 0.1

Interest expense $ ( 8.1 ) $ ( 74.3 ) $ ( 82.4 )

Loss on early debt extinguishment $ — $ — $ —

Income tax expense (benefit) $ 148.5 $ ( 23.5 ) $ 125.0

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Accretion of asset retirement obligations $ 2.5 $ — $ 2.5

Debt extinguishment costs $ — $ — $ —

Deferred and noncurrent income taxes (benefits) $ 22.6 $ ( 3.6 ) $ 19.0

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures