What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-09 compared with 2023-11-02 · 187 added, 289 removed, 574 unchanged (45% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, December 31,

March 31, December 31,

(Millions of dollars, except share amounts) 2024 2023

2 unchanged sentences

Marketable securities, current 6.1 7.1

Accounts receivable—trade, less allowance for doubtful accounts of $ 1.5 and $ 0.3 at 2023 and 2022, respectively

Accounts receivable—trade, less allowance for doubtful accounts of $ 1.3 at 2024 and 2023, respectively

Inventories, at lower of cost or market 292.7 341.2

28 unchanged sentences

Retained earnings 3,335.2 3,278.1

Accumulated other comprehensive income (loss) (AOCI) — ( 0.5 )

Total stockholders' equity 781.6 828.9

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars, except share and per share amounts) 2024 2023

13 unchanged sentences

Accretion of asset retirement obligations 0.8 0.8

Acquisition and integration related costs — 0.4 — 1.4

Total operating expenses 4,738.9 4,914.2

22 unchanged sentences

(Millions of dollars) Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 66.0 $ 106.3

3 unchanged sentences

Amortization of unrealized (gain) loss to interest expense — 0.2

0.1 0.2 0.6 0.7

Deferred income tax (benefit) expense — 0.1 0.1 0.2

Other comprehensive income (loss) — 0.2

4 unchanged sentences

(Millions of dollars)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities

4 unchanged sentences

Accretion of asset retirement obligations 0.8 0.8

Amortization of discount on marketable securities ( 0.1 ) —

(Gains) losses from sale of assets ( 0.4 ) 0.2

5 unchanged sentences

Proceeds from sale of assets 1.0 —

Investment in marketable securities ( 11.3 ) —

Redemptions of marketable securities 1.0 4.5

16 unchanged sentences

Balance as of December 31, 2022

Net income — — — — 152.4 — 152.4

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.2 0.2

Cash dividends declared ($ 0.29 per share)

46,767,164 $ 0.5 $ ( 2,633.3 ) $ 518.9 $ 2,755.1 $ ( 0.5 ) $ 640.7

Purchase of treasury stock — — ( 151.8 ) — — — ( 151.8 )

Issuance of treasury stock — — 8.8 ( 8.8 ) — — —

Amounts related to share-based compensation — — — ( 12.2 ) — — ( 12.2 )

Share-based compensation expense — — — 2.9 — — 2.9

Balance as of March 31, 2022 46,767,164 0.5 ( 1,982.3 ) 516.7 2,257.6 ( 1.0 ) 791.5

Net income — — — — 106.3 — 106.3

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.2 0.2

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.2 0.2

Cash dividends declared ($ 0.37 per share)

5 unchanged sentences

Share-based compensation expense — — — 4.9 — — 4.9

Balance as of June 30, 2022 46,767,164 $ 0.5 $ ( 2,183.4 ) $ 513.1 $ 2,433.3 $ ( 0.8 ) $ 762.7

Net income — — — — 219.5 — 219.5

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.1 0.1

Cash dividends declared ($ 0.32 per share)

Balance as of March 31, 2023

46,767,164 $ 0.5 $ ( 2,638.3 ) $ 501.7 $ 2,853.2 $ ( 0.3 ) $ 716.8

Purchase of treasury stock — — ( 211.5 ) — — — ( 211.5 )

Issuance of treasury stock — — 0.9 ( 0.8 ) — — 0.1

Amounts related to share-based compensation — — — ( 2.1 ) — — ( 2.1 )

Share-based compensation expense — — — 4.7 — — 4.7

Balance as of September 30, 2022 46,767,164 $ 0.5 $ ( 2,394.0 ) $ 514.9 $ 2,645.3 $ ( 0.7 ) $ 766.0

Murphy USA Inc.

Consolidated Statements of Changes in Equity

(Millions of dollars, except share amounts) Shares Par Treasury Stock APIC Retained Earnings AOCI Total

Balance as of December 31, 2023

Net income — — — — 106.3 — 106.3

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.2 0.2

Cash dividends declared ($ 0.37 per share)

46,767,164 $ 0.5 $ ( 2,957.8 ) $ 508.1 $ 3,278.1 $ — $ 828.9

Dividend equivalent units accrued — — — 0.1 ( 0.1 ) — —

Purchase of treasury stock — — ( 13.7 ) — — — ( 13.7 )

Issuance of treasury stock — — 8.7 ( 8.7 ) — — —

Amounts related to share-based compensation — — — ( 13.5 ) — — ( 13.5 )

Share-based compensation expense — — — 4.9 — — 4.9

Balance as of March 31, 2023 46,767,164 0.5 ( 2,638.3 ) 501.7 2,853.2 ( 0.3 ) 716.8

Net income — — — — 66.0 — 66.0

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.2 0.2

Cash dividends declared ($ 0.42 per share)

5 unchanged sentences

Share-based compensation expense — — — 5.6 — — 5.6

Balance as of June 30, 2023 46,767,164 $ 0.5 $ ( 2,733.1 ) $ 505.8 $ 2,977.7 $ ( 0.1 ) $ 750.8

Net income — — — — 167.7 — 167.7

Amortization of unrealized loss on interest rate hedge, net of tax — — — — — 0.1 0.1

Cash dividends declared ($ 0.39 per share)

Balance as of March 31, 2024

46,767,164 $ 0.5 $ ( 3,033.7 ) $ 479.6 $ 3,335.2 $ — $ 781.6

Dividend equivalent units accrued — — — 0.2 ( 0.2 ) — —

Purchase of treasury stock — — ( 65.3 ) — — — ( 65.3 )

Issuance of treasury stock — — 2.5 ( 2.7 ) — — ( 0.2 )

Amounts related to share-based compensation — — — ( 6.3 ) — — ( 6.3 )

Share-based compensation expense — — — 5.7 — — 5.7

Balance as of September 30, 2023 46,767,164 $ 0.5 $ ( 2,795.9 ) $ 502.7 $ 3,136.8 $ — $ 844.1

See notes to consolidated financial statements.

3 unchanged sentences

Description of business — Murphy USA Inc.

and its consolidated subsidiaries (“Murphy USA”, "we", "us", "our" or the “Company”) markets refined products through a network of retail gasoline stores and to unbranded wholesale customers.

and its consolidated subsidiaries (“Murphy USA”, "we", "our", "us" or the “Company”) 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 names 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 September 30, 2023, the Company had a total of 1,724 Company stores of which 1,568 were branded as Murphy and 156 were the QuickChek brand.

At March 31, 2024, the Company had a total of 1,733 Company stores of which 1,579 were branded as Murphy and 154 were the QuickChek brand.

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

3 unchanged sentences

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

For the three month period ended September 30, 2023, the QuickChek results cover the period July 1, 2023 to September 29, 2023 and the 2023 year-to-date period began December 31, 2022.

For the three month period ended September 30, 2022, the QuickChek results cover the period July 2, 2022 to September 30, 2022 and the 2022 year-to-date period began January 1, 2022.

For the three month period ended March 31, 2024, the QuickChek results cover the period December 30, 2023 to March 29, 2024 and for the three month period ended March 31, 2023, the QuickChek results cover the period December 31, 2022 to March 31, 2023.

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

6 unchanged sentences

Recently Issued Accounting Standards —

In August 2021, the FASB issued ASU 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 606)," 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 was effective for the Company for the year beginning January 1, 2023, with early adoption permitted.

The Company has determined this did 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 for annual disclosures were effective for the Company on January 1, 2024, and the interim disclosures will be effective for the year beginning January 1, 2025, with early adoption permitted.

The amendments will 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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 2 — Revenues

1 unchanged sentence

Revenue is recognized when obligations under the terms of a contract with our customers are satisfied;

generally, this occurs with the transfer of control of our petroleum products, convenience merchandise, Renewable

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Identification Numbers ("RINs") and other assets to our third-party customers.

generally, this occurs with the transfer of control of our petroleum products, convenience merchandise, Renewable Identification Numbers ("RINs") and other assets to our third-party customers.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

2 unchanged sentences

The Company often pays or receives funds related to the buy/sell arrangements based on location or quality differences.

The Company continues to account for these transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in the Consolidated Statements of Income.

The following tables disaggregate our revenues by major source for the three and nine months ended September 30, 2023 and 2022, respectively:

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

Petroleum product sales

(at retail) 1

$ 4,134.8 $ — $ 4,134.8 $ 4,550.4 $ — $ 4,550.4

Petroleum product sales

(at wholesale) 1

524.0 — 524.0 528.2 — 528.2

Total petroleum product sales 4,658.8 — 4,658.8 5,078.6 — 5,078.6

Merchandise sales 1,055.6 — 1,055.6 1,027.2 — 1,027.2

Other operating revenues:

RINs 81.7 — 81.7 87.6 — 87.6

Other revenues 2

1.7 0.1 1.8 1.0 0.3 1.3

Total revenues $ 5,797.8 $ 0.1 $ 5,797.9 $ 6,194.4 $ 0.3 $ 6,194.7

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022

The Company accounts for such transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in the Consolidated Statements of Income.

The following tables disaggregate our revenues by major source for the three months ended March 31, 2024 and 2023, respectively:

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

(Millions of dollars) Marketing Corporate and Other Assets Consolidated Marketing Corporate and Other Assets Consolidated

13 unchanged sentences

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

2 unchanged sentences

The transaction price at the pump typically includes some portion of sales or excise taxes as levied in the respective jurisdictions.

Those taxes that are collected for remittance to governmental entities on a pass-through basis are not recognized as revenue and they are recorded

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to a liability account until they are paid.

Those taxes that are collected for remittance to governmental entities on a pass-through basis are not recognized as revenue and they are recorded to a liability account until they are paid.

Our customers typically use a mixture of cash, checks, credit cards and debit cards to pay for our products as they are received.

2 unchanged sentences

Payment fees retained by the credit/debit card providers are recorded as Store and other operating expenses in the Consolidated Statements of Income.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Petroleum product sales (at wholesale).

8 unchanged sentences

As noted above, a mixture of payment types are used for these revenues and the same terms for credit/debit card receivables are realized.

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, 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) 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.

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 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.

Deferred revenue associated with both rewards programs are included in Trade accounts payable and accrued liabilities in our Consolidated Balance Sheets.

The deferred revenue balances at September 30, 2023 and December 31, 2022 were immaterial.

The deferred revenue balances at March 31, 2024 and December 31, 2023 were immaterial.

For the sale of RINs, we recognize revenue when the RIN is transferred to the counter-party and the sale is completed.

4 unchanged sentences

Trade accounts receivable on the balance sheet represents both receivables related to contracts with customers and other trade receivables.

At September 30, 2023 and December 31, 2022, we had $ 215.8 million and $ 164.1 million of receivables, respectively, related to contracts with customers recorded.

At March 31, 2024 and December 31, 2023, we had $ 240.0 million and $ 178.2 million of receivables, respectively, related to contracts with customers recorded.

All of the trade accounts receivable related to contracts with customers outstanding at the end of each period were collected during the succeeding quarter.

4 unchanged sentences

Inventories consisted of the following:

(Millions of dollars) September 30,

(Millions of dollars) March 31,

2024 December 31,

5 unchanged sentences

Total inventories $ 292.7 $ 341.2

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 September 30, 2023 and December 31, 2022, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 311.6 million and $ 249.1 million, respectively and for store merchandise for resale by $ 2.1 million and $ 1.6 million for September 30, 2023 and December 31, 2022, respectively.

At March 31, 2024 and December 31, 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 271.6 million and $ 209.7 million, respectively and store merchandise for resale by $ 2.7 million and $ 2.4 million, respectively.

Note 4 — Marketable Securities

10 unchanged sentences

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

The carrying values of marketable securities and the balance sheet location at September 30, 2023 and December 31, 2022 consisted of the following:

September 30, 2023

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at March 31, 2024 and December 31, 2023 consisted of the following:

March 31, 2024

(Millions of dollars) Amortized

5 unchanged sentences

Investment income receivable 0.1 — — 0.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Millions of dollars) Amortized

Losses Estimated

Marketable securities non-current

2 unchanged sentences

Total marketable securities $ 10.6 $ — $ — $ 10.6

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

5 unchanged sentences

Corporate bonds 3.9 — — 3.9

Corporate bonds 3.0 — — 3.0

Investment income receivable 0.2 — — 0.2

17.9 — — 17.9

Marketable securities non-current

Corporate bonds 2.9 — — 2.9

Corporate bonds 1.5 — — 1.5

Total marketable securities $ 11.5 $ — $ — $ 11.5

The amortized cost basis and fair value of the Company's available-for-sale marketable securities at September 30, 2023, by contractual maturity, are as follows:

The amortized cost basis and fair value of the Company's available-for-sale marketable securities, excluding Investment income receivable, at March 31, 2024, by contractual maturity, are as follows:

(Millions of dollars )

1 unchanged sentence

Less than 1 year $ 10.5 $ 10.5

1 to 2 years — —

Total $ 15.8 $ 15.8

There was no impairment on any available-for-sale marketable securities as of September 30, 2023 or December 31, 2022.

There was no impairment on any available-for-sale marketable securities as of March 31, 2024 or December 31, 2023.

Note 5 — Goodwill and Intangible Assets

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

(Millions of dollars) September 30,

(Millions of dollars) March 31,

2024 December 31,

1 unchanged sentence

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.

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 that is being amortized over the remaining life of the underlying leases.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets subject to amortization at September 30, 2023 and December 31, 2022 consisted of the following:

Remaining Useful Life (in years) September 30, 2023 December 31, 2022

Intangible assets subject to amortization at March 31, 2024 and December 31, 2023 consisted of the following:

Remaining Useful Life (in years) March 31, 2024 December 31, 2023

(Millions of dollars) Cost Net Cost Net

5 unchanged sentences

Trade name 115.4 115.4 115.4 115.4

Liquor licenses — — 0.2 0.2

Total intangible assets not subject to amortization 115.4 115.4 115.6 115.6

Intangible assets, net of amortization $ 145.9 $ 139.7 $ 145.9 $ 139.8

1 unchanged sentence

Long-term debt consisted of the following:

(Millions of dollars) September 30,

(Millions of dollars) March 31,

2024 December 31,

5.625 % senior notes due 2027 (net of unamortized discount of $ 1.3 at September 30, 2023 and $ 1.6 at December 31, 2022)

5.625 % senior notes due 2027 (net of unamortized discount of $ 1.2 at March 31, 2024 and $ 1.3 at December 31, 2023)

$ 298.8 $ 298.7

4.75 % senior notes due 2029 (net of unamortized discount of $ 3.7 at September 30, 2023 and $ 4.2 at December 31, 2022)

3.75 % senior notes due 2031 (net of unamortized discount of $ 4.6 at September 30, 2023 and $ 5.1 at December 31, 2022)

Term loan due 2028 (effective interest rate of 7.22 % at September 30, 2023 and 5.95 % at December 31, 2022 and net of unamortized discount of $ 0.6 at September 30, 2023 and $ 0.7 at December 31, 2022)

4.75 % senior notes due 2029 (net of unamortized discount of $ 3.4 at March 31, 2024 and $ 3.6 at December 31, 2023)

3.75 % senior notes due 2031 (net of unamortized discount of $ 4.3 at March 31, 2024 and $ 4.4 at December 31, 2023)

Term loan due 2028 (effective interest rate of 7.21 % at March 31, 2024 and 7.23 % at December 31, 2023 and net of unamortized discount of $ 0.5 at March 31, 2024 and $ 0.6 at December 31, 2023)

Capitalized lease obligations, autos and equipment, due through 2026 3.7 3.1

Capitalized lease obligations, buildings, due through 2059 121.8 123.6

Less unamortized debt issuance costs ( 7.7 ) ( 9.1 )

Unamortized debt issuance costs ( 6.7 ) ( 7.1 )

Total long-term debt 1,798.4 1,799.7

1 unchanged sentence

Total long-term debt, net of current $ 1,783.1 $ 1,784.7

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, as defined herein.

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 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 subsidiaries that guarantee our Credit Facilities.

The indenture governing the

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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").

2029 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 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.

The 2031 Senior Notes are fully and unconditionally guaranteed by the Company and by the Company's 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.

The indenture governing the 2031 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 and 2029 Senior Notes.

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.

Revolving Credit Facility and Term Loan

1 unchanged sentence

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 $ 391 million at September 30, 2023 and $ 394 million at December 31, 2022.

The outstanding balance of the term loan was $ 389 million at March 31, 2024 and $ 390 million at December 31, 2023.

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 September 30, 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).

As of March 31, 2024, 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:

4 unchanged sentences

• 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,

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 of 0.75 % to 1.25 % per annum depending on a total debt to EBITDA ratio.

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.

6 unchanged sentences

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 September 30, 2023, our total leverage ratio was 1.75 to 1.0 which meant our ability at that date to make restricted payments was not limited.

At March 31, 2024, our total leverage ratio was 1.76 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 cash in an aggregate amount not to exceed the greater of $ 113.6 million or 4.50 % of consolidated net tangible assets over the life of the credit agreement.

2 unchanged sentences

Note 7 — Asset Retirement Obligations (ARO)

The majority of the ARO recognized by the Company at September 30, 2023 and December 31, 2022 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The majority of the ARO recognized by the Company at March 31, 2024 and December 31, 2023 is related to the estimated costs to dismantle and abandon certain of its retail gasoline stores.

The Company has not recorded an ARO for certain of its marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation.

4 unchanged sentences

A reconciliation of the beginning and ending aggregate carrying amount of the ARO is shown in the following table.

(Millions of dollars) September 30,

(Millions of dollars) March 31,

2024 December 31,

8 unchanged sentences

The effective tax rate is calculated as the amount of income tax expense (benefit) divided by income before income tax expense (benefit).

For the three and nine month periods ended September 30, 2023 and 2022, the Company’s approximate effective tax rates were as follows:

Three months ended September 30, 24.9 % 24.5 %

Nine months ended September 30, 24.4 % 24.2 %

In the nine months ended September 30, 2023, the Company recognized approximately $ 2.5 million of excess tax benefits related to stock compensation for employees and $ 0.5 million in other discrete tax benefits.

For the nine months ended September 30, 2022, the Company recognized approximately $ 2.5 million of excess tax benefits related to stock compensation for employees and $ 0.4 million in other discrete tax benefits.

As of September 30, 2023, the earliest year remaining open for Federal audits and/or settlement is 2019 and for state audits and/or settlement is 2018.

For the three months ended March 31, 2024 and 2023, the Company’s approximate effective tax rates were as follows:

Three Months Ended March 31, 19.4 % 23.5 %

In the three months ended March 31, 2024, the Company recognized approximately $ 4.2 million of excess tax benefits related to stock compensation for employees and $ 0.1 million in other discrete tax benefits.

For the three months ended March 31, 2023, the Company recognized approximately $ 2.1 million of excess tax benefits related to stock compensation for employees and $ 0.2 million in other discrete tax benefits.

As of March 31, 2024, the earliest year remaining open for Federal audits and/or settlement is 2020 and for state audits and/or settlement is 2019.

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.

Note 9 — Incentive Plans

2013 Long-Term Incentive Plan

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.

Equity Awards

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 MUSA 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.

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.

DEUs issued are included with grants in each respective table as applicable.

On May 4, 2023, the 2023 Omnibus Incentive Compensation Plan (the "MUSA 2023 Plan") was approved by the Company's shareholders and became effective for all future grants for both employees and directors.

The MUSA 2023 Plan replaced 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 million shares (subject to certain adjustments).

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Beginning with its initial quarterly dividend in December 2020, the Company issued dividend equivalent units ("DEUs") 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 DEUs mirror the underlying awards and will only vest if the related award vests.

DEUs issued are included with grants in each respective table as applicable.

STOCK OPTIONS – 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.

In February 2023, the Committee granted nonqualified stock options to certain employees of the Company.

Most of the nonqualified stock options granted in 2024 to certain employees by the Committee were granted in February 2024.

The Black-Scholes valuation for these awards was $ 133.91 per option.

5 unchanged sentences

Stock price at valuation date $ 391.54

Changes in options outstanding for Company employees during the period from December 31, 2022 to September 30, 2023 are presented in the following table:

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

Changes in options outstanding for Company employees during the period from December 31, 2023 to March 31, 2024 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)

Outstanding at December 31, 2023 291,050 $ 139.07

1 unchanged sentence

Exercised ( 19,100 ) $ 92.53

Outstanding at September 30, 2023 297,600 $ 138.02 4.1 $ 60.6

Exercisable at September 30, 2023 167,100 $ 97.47 3.1 $ 40.8

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.

Outstanding at March 31, 2024 304,960 $ 169.48 4.1 $ 76.2

Exercisable at March 31, 2024 205,825 $ 114.62 3.2 $ 62.7

RESTRICTED STOCK UNITS – 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 2023 Plan, are valued at the grant date fair value, and vest over three years .

Changes in restricted stock units outstanding for Company employees during the period from December 31, 2022 to September 30, 2023 are presented in the following table:

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

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 vest at the end of one year .

For annual 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 RSU table below, will vest in one year , and will thereafter become deferred stock units.

Changes in RSUs outstanding during the period from December 31, 2023 to March 31, 2024 are presented in the following table:

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

Outstanding at December 31, 2023 120,800 $ 188.37

2 unchanged sentences

Forfeited ( 1,349 ) $ 221.17

Outstanding at September 30, 2023 120,589 $ 198.08 $ 41.2

PERFORMANCE-BASED RESTRICTED STOCK UNITS (MUSA 2013 Plan) – In February 2023, the Committee awarded performance-based restricted stock units (performance units or PSU) to certain employees.

Half of the performance units vest based on a three-year return on average capital employed ("ROACE") calculation and the other half vest based on a three-year total shareholder return ("TSR") calculation that compares MUSA to a group of 17 peer companies.

The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlo valuation model.

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 will be 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.

Outstanding at March 31, 2024 87,491 $ 253.19 $ 36.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in performance-based restricted stock units outstanding for Company employees during the period from December 31, 2022 to September 30, 2023 are presented in the following table:

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

DIRECTOR DEFERRED STOCK UNITS (MUSA 2023 Plan) — 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.

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.

During the period ended March 31, 2024, we granted 206 DSUs and recorded director expense of $ 0.1 million related to the grants.

At March 31, 2024, there were 1,209 Director DSUs vested and outstanding with an average grant date fair value of $ 349.46 under the MUSA 2023 Plan.

PERFORMANCE-BASED RESTRICTED STOCK UNITS – The Committee has granted performance-based restricted stock units (performance units or "PSUs") to its executives and certain other employees.

In February 2024, the Committee awarded PSUs to certain employees.

Half of the PSUs vest based on a three-year return on average capital employed ("ROACE") calculation and the other half vest based on a three-year total shareholder return ("TSR") calculation that compares MUSA to a group of 17 peer companies.

The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlo valuation model.

For the TSR portion of the awards, the fair value was determined to be $ 569.58 per unit.

For the ROACE portion of the awards, the valuation was based on the grant date fair value of $ 391.54 per unit and the number of awards will be periodically assessed to determine the probability of vesting.

Changes in PSUs outstanding for Company employees during the period from December 31, 2023 to March 31, 2024 are presented in the following table:

Employee PSUs Number of Units Weighted Average Grant Date Fair Value Total Fair Value (Millions of Dollars)

Outstanding at December 31, 2023 95,582 $ 212.38

1 unchanged sentence

Vested and issued ( 76,672 ) $ 148.38 $ 30.0

Outstanding at September 30, 2023 95,477 $ 218.97 $ 32.6

Outstanding at March 31, 2024 79,341 $ 318.45 $ 33.3

2013 Stock Plan for Non-employee Directors

1 unchanged sentence

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, stock options, or a combination thereof.

An aggregate of 500,000 shares of common stock was reserved for issuance of grants under the Directors Plan.

With approval of the 2023 Omnibus Plan, all future director grants will be granted under that plan.

Awards under the 2013 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 0.5 million shares of common stock was reserved for issuance of grants under the Directors Plan.

RESTRICTED STOCK UNITS (2013 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.

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.

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 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 September 30, 2023 are presented in the following table:

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

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

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2023 to March 31, 2024 are presented in the following table:

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

Outstanding at December 31, 2023 23,654 $ 180.97

1 unchanged sentence

Vested and issued ( 13,461 ) $ 170.52 $ 5.3

Outstanding at September 30, 2023, including DSUs

Outstanding at March 31, 2024

10,203 $ 194.78 $ 4.3

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.

One DEU share was granted and vested on these DSUs during the third quarter period.

At September 30, 2023 there were 422 Director DSUs outstanding with an average grant date fair value of $ 258.05 under the 2013 Plan.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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).

As of September 30, 2023, other than the deferred stock units described below, no other grants have been made under the MUSA 2023 Plan.

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.

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

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 September 30, 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 — $ —

Vested and issued 0

Outstanding at September 30, 2023, including DSUs

692 $ 325.32 $ 0.2

During the three-month period ended September 30, 2023, we granted 692 DSUs and recorded director expense of $ 0.2 million related to the grants.

At September 30, 2023, there were 692 Director DSUs vested and outstanding with an average grant date fair value of $ 325.32 under the MUSA 2023 Plan.

Share-based compensation for the nine months ended September 30, 2023 and 2022, was $ 15.8 million and $ 11.7 million, respectively.

There were $ 0.4 million in income tax benefits realized for the tax deductions from options exercised for the nine months ended September 30, 2023 and there were $ 1.1 million for the nine months ended September 30, 2022.

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

At March 31, 2024 there were 425 Director DSUs outstanding with an average grant date fair value of $ 258.35 under the 2013 Plan.

Share-based compensation for the three months ended March 31, 2024 and 2023, was $ 5.6 million and $ 4.9 million, respectively.

There were $ 0.5 million in income tax benefits realized for the tax deductions from options exercised for the three months ended March 31, 2024 and there were $ 0.1 million for the three months ended March 31, 2023.

Note 10 — Financial Instruments and Risk Management

5 unchanged sentences

Certain interest rate derivative contracts were accounted for as hedges and gain or loss associated with recording the fair value of these contracts was deferred in AOCI until the anticipated transactions occurred.

As of September 30, 2023, all current commodity derivative activity is immaterial.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were $ 0.3 million in cash deposits at September 30, 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 September 30, 2023 or December 31, 2022.

As of March 31, 2024, all current commodity derivative activity is immaterial.

There were $ 0.1 million in cash deposits at March 31, 2024 and $ 1.0 million at December 31, 2023 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 March 31, 2024 or December 31, 2023.

Interest Rate Risks

An interest rate derivative that the Company used to effect the hedge entered into in August 2019 matured during the quarter ended September 30, 2023.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.1 million and $ 0.6 million for the three and nine months ended September 30, 2023, respectively.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.2 million and $ 0.7 million for the three and nine months ended September 30, 2022, respectively.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.2 million for the three months ended March 31, 2023.

Note 11 — Earnings Per Share

1 unchanged sentence

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, our Board of Directors approved a share repurchase authorization of up to $ 1 billion that expires December 31, 2026, and excludes excise tax.

As of September 30, 2023, approximately $ 41.0 million remained under the 2021 authorization.

In addition, on May 2, 2023, we announced that our Board of Directors approved 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.

For the nine months ended September 30, 2023, the Company repurchased 584,086 shares of common stock for an average price of $ 298.12 per share including brokerage fees and excise tax.

For the nine months ended September 30, 2022, 2,482,804 shares were repurchased for an average price of $ 228.33 per share.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three and nine months ended September 30, 2023 and 2022:

On May 2, 2023, our Board of Directors approved a share repurchase authorization of up to $ 1.5 billion that expires December 31, 2028, and excludes excise tax.

As of March 31, 2024, approximately $ 1.3 billion remained under the 2023 authorization.

For the three months ended March 31, 2024, the Company repurchased 216,036 shares of common stock for an average price of $ 402.14 per share including brokerage fees and excise tax.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the three months ended March 31, 2023, 48,848 shares were repurchased for an average price of $ 279.67 per share and were under the 2021 repurchase authorization.

The following tables provide a reconciliation of basic and diluted earnings per share computations for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars, except share and per share amounts) 2024 2023

4 unchanged sentences

Earnings per common share $ 3.17 $ 4.89

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

March 31, Nine Months Ended

September 30,

(Millions of dollars, except share and per share amounts) 2024 2023

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Potentially dilutive shares excluded from the calculation as their inclusion would be anti-dilutive 2024 2023

2 unchanged sentences

Total anti-dilutive shares 22,437 50,867

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12 — Other Financial Information

CASH FLOW DISCLOSURES — Cash income tax payments, net of refunds, were $ 94.5 million and $ 141.5 million for the nine-month periods ended September 30, 2023 and 2022, respectively.

Interest paid, net of amounts capitalized, was $ 75.3 million and $ 66.2 million for the nine-month periods ended September 30, 2023 and 2022, respectively.

CASH FLOW DISCLOSURES — Cash income taxes received were $ 0.1 million and $ 0.3 million for the three-month periods ended March 31, 2024 and 2023, respectively.

Interest paid, net of amounts capitalized, was $ 30.4 million and $ 29.2 million for the three-month periods ended March 31, 2024 and 2023, respectively.

CHANGES IN WORKING CAPITAL:

Nine Months Ended

September 30,

Three Months Ended

(Millions of dollars) 2024 2023

5 unchanged sentences

Net (increase) decrease in noncash operating working capital $ 4.2 $ ( 30.4 )

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13 — Assets and Liabilities Measured at Fair Value

6 unchanged sentences

We value these securities at the closing price in the principal active markets as of the last business day of the reporting period.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended September 30, 2023.

The fair values of the Company's marketable securities by asset class are described in Note 4 "Marketable Securities" in these consolidated financial statements for the period ended March 31, 2024.

We value the deferred compensation plan assets, which consist of money market and mutual funds, based on quoted prices in active markets at the measurement date.

1 unchanged sentence

At the balance sheet date, the fair value of commodity derivatives contracts was determined using NYMEX quoted values and the value of the Interest rate swap derivative was derived by using level 3 inputs.

The tables below exclude Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying amounts.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended September 30, 2023, for more information.

The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade, Trade accounts payable, and accrued liabilities approximates fair value.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended March 31, 2024, for more information.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial assets and liabilities measured at fair value on a recurring basis

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of September 30, 2023 and December 31, 2022:

September 30, 2023

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of March 31, 2024 and December 31, 2023:

March 31, 2024

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

13 unchanged sentences

$ ( 9.1 ) $ 10.6 $ 0.6 $ 2.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

4 unchanged sentences

Corporate bonds — 4.1 — 4.1

Corporate bonds — 3.0 — 3.0

Accounts receivable - trade

Interest rate swap derivative — — 1.3 1.3

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

5 unchanged sentences

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.

The table below excludes Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of Current and Long-term debt was estimated based on rates offered to the Company at that time for debt of the same maturities.

1 unchanged sentence

The fair value of these, which represents fees associated with obtaining the instruments, was nominal.

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at September 30, 2023 and December 31, 2022.

At September 30, 2023 At December 31, 2022

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at March 31, 2024 and December 31, 2023.

At March 31, 2024 At December 31, 2023

Carrying Carrying

13 unchanged sentences

Because governmental actions are often motivated by political considerations, may be taken without full consideration of their consequences, and may be taken in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ENVIRONMENTAL MATTERS AND LEGAL MATTERS — Murphy USA is subject to numerous federal, state and local laws and regulations dealing with the environment.

9 unchanged sentences

Murphy Oil also obtained insurance covering certain levels of environmental exposures.

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

Certain environmental expenditures are likely to be recovered by the Company from other sources, primarily environmental funds maintained by certain states.

Since no assurance can be given that future recoveries from other sources will occur, the Company has not recorded a benefit for likely recoveries at September 30, 2023, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

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 properties will not have a material adverse effect on Murphy USA’s net income, financial condition 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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recoveries from other sources will occur.

As such, the Company has not recorded a benefit for likely recoveries at March 31, 2024, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.

Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at one Superfund site.

1 unchanged sentence

However, based on current negotiations and available information, the Company believes that it is a de minimis party as to ultimate responsibility at the Superfund site.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at September 30, 2023.

Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at March 31, 2024.

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.

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 condition 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 site will be immaterial and will not have a material adverse effect on its net income, financial condition 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.

4 unchanged sentences

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.

Murphy USA believes that it has valid defenses, and it intends to vigorously defend against these claims.

Based on information currently available to the Company, the ultimate resolution of these 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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INSURANCE — The Company maintains insurance coverage at levels that are customary and consistent with industry standards for companies of similar size.

Murphy USA maintains statutory workers compensation insurance with a deductible of $ 1.0 million per occurrence, general liability insurance with a self-insured retention of $ 3.0 million per occurrence, and auto liability insurance with a deductible of $ 0.3 million per occurrence.

As of September 30, 2023, there were a number of outstanding claims that are of a routine nature.

As of March 31, 2024, there were a number of outstanding claims that are of a routine nature.

The estimated incurred but unpaid liabilities relating to these claims are included in Trade account payables and accrued liabilities on the Consolidated Balance Sheets.

6 unchanged sentences

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.

At September 30, 2023, the Company had contingent liabilities of $ 10.2 million on outstanding letters of credit.

At March 31, 2024, the Company had contingent liabilities of $ 10.2 million on outstanding letters of credit.

The Company has not accrued a liability in its balance sheet related to these financial guarantees and letters of credit because it is believed that the likelihood of having these drawn is remote.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — Lease Accounting

15 unchanged sentences

Our lease agreements do not contain any material residual value guarantees.

Included in our leased land are 102

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

properties leased from Walmart which contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.

Included in our leased land are 102 properties leased from Walmart which contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.

Leases are reflected in the following balance sheet accounts:

(Millions of dollars) Classification September 30,

(Millions of dollars) Classification March 31,

2024 December 31,

Operating (Right-of-use) Operating lease right-of-use assets, net $ 452.8 $ 452.1

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 38.9 at September 30, 2023 and $ 30.5 at December 31, 2022

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 46.1 at March 31, 2024 and $ 42.6 at December 31, 2023

Total leased assets $ 564.7 $ 565.9

4 unchanged sentences

Total lease liabilities $ 599.8 $ 599.1

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) Classification 2024 2023

5 unchanged sentences

Cash Flow Information:

Nine Months Ended

September 30,

Three Months Ended

(Millions of dollars) 2024 2023

3 unchanged sentences

Financing cash flows from finance leases $ 2.9 $ 2.8

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Lease Liabilities at September 30, 2023:

(Millions of dollars) Operating leases Finance

Maturity of Lease Liabilities at March 31, 2024:

(Millions of dollars) Operating leases Finance leases

2024 $ 40.1 $ 14.6

7 unchanged sentences

Lease Term and Discount Rate:

Nine Months Ended

September 30,

Three Months Ended March 31,

Weighted average remaining lease term (years)

4 unchanged sentences

Operating leases 6.6 %

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 — Business Segments

Our operations include the sale of retail motor fuel products and convenience merchandise along with the wholesale and bulk sale capabilities of our product supply and wholesale group.

As the primary purpose of the product supply and wholesale group is to support our retail operations and provide fuel for their daily operation, the bulk and wholesale fuel sales are secondary to the group's support functions to our retail operations.

As such, they are all treated as one segment for reporting purposes as they sell the same products and have similar economic characteristics.

3 unchanged sentences

Three Months Ended

September 30, 2023 September 30, 2022

(Millions of dollars) Total Assets at September 30, 2023 External Revenues Income (Loss) External Revenues Income (Loss)

Marketing $ 4,042.0 $ 5,797.8 $ 187.2 $ 6,194.4 $ 236.8

Corporate and other assets 263.3 0.1 ( 19.5 ) 0.3 ( 17.3 )

Total $ 4,305.3 $ 5,797.9 $ 167.7 $ 6,194.7 $ 219.5

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended

September 30, 2023 September 30, 2022

External Revenues Income (Loss) External Revenues Income (Loss)

(Millions of dollars)

March 31, 2024 March 31, 2023

(Millions of dollars) Total Assets at March 31, 2024 External Revenues Income (Loss) External Revenues Income (Loss)

Marketing $ 4,106.9 $ 4,843.6 $ 85.5 $ 5,077.1 $ 125.9

2 unchanged sentences

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-Q

Item 1. Financial Statements