What changed in this filing

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Item 1. Financial Statements

2024-08-01 compared with 2024-05-09 · 175 added, 118 removed, 643 unchanged (31% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(Millions of dollars, except share amounts) 2024 2023

2 unchanged sentences

Marketable securities, current 4.5 7.1

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

Accounts receivable—trade, less allowance for doubtful accounts of $ 0.6 and $ 1.3 at 2024 and 2023, respectively

Inventories, at lower of cost or market 315.9 341.2

34 unchanged sentences

Three Months Ended

June 30, Six Months Ended

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

37 unchanged sentences

(Millions of dollars) Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net income $ 144.8 $ 132.8 $ 210.8 $ 239.1

3 unchanged sentences

Amortization of unrealized (gain) loss to interest expense — 0.3 — 0.5

Deferred income tax (benefit) expense — 0.1 — 0.1

Other comprehensive income (loss) — 0.2 — 0.4

4 unchanged sentences

(Millions of dollars)

Three Months Ended

Six Months Ended

Operating Activities

12 unchanged sentences

Proceeds from sale of assets 1.6 1.8

Investment in marketable securities — ( 8.4 )

Redemptions of marketable securities 4.0 10.5

28 unchanged sentences

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

Net income — — — — 132.8 — 132.8

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

Cash dividends declared ($ 0.38 per share)

— — — — ( 8.2 ) — ( 8.2 )

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

Purchase of treasury stock — — ( 95.1 ) — — — ( 95.1 )

Issuance of treasury stock — — 0.3 ( 0.4 ) — — ( 0.1 )

Amounts related to share-based compensation — — — ( 0.8 ) — — ( 0.8 )

Share-based compensation expense — — — 5.2 — — 5.2

Balance as of June 30, 2023

46,767,164 $ 0.5 $ ( 2,733.1 ) $ 505.8 $ 2,977.7 $ ( 0.1 ) $ 750.8

Murphy USA Inc.

Consolidated Statements of Changes in Equity

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

11 unchanged sentences

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

Net income — — — — 144.8 — 144.8

Cash dividends declared ($ 0.44 per share)

— — — — ( 9.1 ) — ( 9.1 )

Purchase of treasury stock — — ( 107.1 ) — — — ( 107.1 )

Issuance of treasury stock — — 1.4 ( 1.3 ) — — 0.1

Amounts related to share-based compensation — — — ( 4.1 ) — — ( 4.1 )

Share-based compensation expense — — — 5.1 — — 5.1

Balance as of June 30, 2024

46,767,164 $ 0.5 $ ( 3,139.4 ) $ 479.3 $ 3,470.9 $ — $ 811.3

See notes to consolidated financial statements.

6 unchanged sentences

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 brand name of QuickChek ® .

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.

At June 30, 2024, the Company had a total of 1,736 Company stores of which 1,582 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 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.

For the three month period ended June 30, 2024, the QuickChek results covered the period March 30, 2024 to June 28, 2024, and the 2024 year-to-date period began December 30, 2023.

For the three month period ended June 30, 2023, the QuickChek results covered the period April 1, 2023 to June 30, 2023, and the 2023 year-to-date period began December 31, 2022.

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

10 unchanged sentences

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.

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

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.

4 unchanged sentences

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.

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

Note 2 — Revenues

7 unchanged sentences

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

The following tables disaggregate our revenues by major source for the three and six months ended June 30, 2024 and 2023, respectively:

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

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

12 unchanged sentences

Total revenues $ 5,451.7 $ — $ 5,451.7 $ 5,585.4 $ — $ 5,585.4

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

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

Petroleum product sales

(at retail) 1

$ 7,357.7 $ — $ 7,357.7 $ 7,558.9 $ — $ 7,558.9

Petroleum product sales

(at wholesale) 1

794.5 — 794.5 885.9 — 885.9

Total petroleum product sales 8,152.2 — 8,152.2 8,444.8 — 8,444.8

Merchandise sales 2,081.1 — 2,081.1 2,015.2 — 2,015.2

Other operating revenues:

RINs 58.3 — 58.3 199.5 — 199.5

Other revenues 2

3.7 0.1 3.8 3.0 0.1 3.1

Total revenues $ 10,295.3 $ 0.1 $ 10,295.4 $ 10,662.5 $ 0.1 $ 10,662.6

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

9 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).

11 unchanged sentences

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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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 March 31, 2024 and December 31, 2023 were immaterial.

The deferred revenue balances at June 30, 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 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.

At June 30, 2024 and December 31, 2023, we had $ 230.5 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.

These receivables were generally related to credit and debit card transactions along with short term bulk and wholesale sales to our customers, which have a very short settlement window.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Inventories

Inventories consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2024 December 31,

5 unchanged sentences

Total inventories $ 315.9 $ 341.2

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.

At June 30, 2024 and December 31, 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 248.5 million and $ 209.7 million, respectively and store merchandise for resale by $ 2.9 million and $ 2.4 million, respectively.

Note 4 — Marketable Securities

7 unchanged sentences

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.

Agency securities, repurchase agreements, certificates of deposit, institutional, government money market funds that maintain a stable $ 1.00 net asset value, domestic and foreign

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

The Company determines the classification of its marketable securities based on its investment strategy at the time of purchase.

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

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

The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at June 30, 2024 and December 31, 2023 consisted of the following:

June 30, 2024

(Millions of dollars) Amortized

4 unchanged sentences

Corporate bonds 1.5 — — 1.5

Investment income receivable 0.1 — — 0.1

Marketable securities non-current

2 unchanged sentences

Total marketable securities $ 7.5 $ — $ — $ 7.5

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

10 unchanged sentences

Total marketable securities $ 11.5 $ — $ — $ 11.5

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:

The amortized cost basis and fair value of the Company's available-for-sale marketable securities, excluding Investment income receivable, at June 30, 2024, by contractual maturity, are as follows:

(Millions of dollars )

1 unchanged sentence

Less than 1 year $ 7.5 $ 7.5

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

There was no impairment on any available-for-sale marketable securities as of June 30, 2024 or December 31, 2023.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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) March 31,

(Millions of dollars) June 30,

2024 December 31,

2 unchanged sentences

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 March 31, 2024 and December 31, 2023 consisted of the following:

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

Intangible assets subject to amortization at June 30, 2024 and December 31, 2023 consisted of the following:

Remaining Useful Life (in years) June 30, 2024 December 31, 2023

(Millions of dollars) Cost Net Cost Net

8 unchanged sentences

Long-term debt consisted of the following:

(Millions of dollars) March 31,

(Millions of dollars) June 30,

2024 December 31,

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

5.625 % senior notes due 2027 (net of unamortized discount of $ 1.1 at June 30, 2024 and $ 1.3 at December 31, 2023)

$ 298.9 $ 298.7

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)

4.75 % senior notes due 2029 (net of unamortized discount of $ 3.3 at June 30, 2024 and $ 3.6 at December 31, 2023)

3.75 % senior notes due 2031 (net of unamortized discount of $ 4.1 at June 30, 2024 and $ 4.4 at December 31, 2023)

Term loan due 2028 (effective interest rate of 7.22 % at June 30, 2024 and 7.23 % at December 31, 2023) net of unamortized discount of $ 0.5 at June 30, 2024 and $ 0.6 at December 31, 2023

Capitalized lease obligations, autos and equipment, due through 2026 3.6 3.1

4 unchanged sentences

Total long-term debt, net of current $ 1,781.4 $ 1,784.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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

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

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, 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").

7 unchanged sentences

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 $ 389 million at March 31, 2024 and $ 390 million at December 31, 2023.

The outstanding balance of the term loan was $ 388 million at June 30, 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 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).

As of June 30, 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:

1 unchanged sentence

• 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 Term SOFR Rate plus 1.00 % per annum,

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.

2 unchanged sentences

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

3 unchanged sentences

The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.

The Revolving Facility credit agreement also impose total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.

The Revolving Facility credit agreement also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.

Pursuant to the total leverage ratio financial maintenance covenant, the Company must 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.

1 unchanged sentence

Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0 could be limited.

At March 31, 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.

At June 30, 2024, our total leverage ratio was 1.72 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 $ 114.8 million or 4.50 % of consolidated net tangible assets over the life of the credit agreement.

1 unchanged sentence

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 — Asset Retirement Obligations (ARO)

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 majority of the ARO recognized by the Company at June 30, 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.

1 unchanged sentence

In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(Millions of dollars) March 31,

(Millions of dollars) June 30,

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 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.

For the three and six months ended June 30, 2024 and 2023, the Company’s approximate effective tax rates were as follows:

Three Months Ended June 30, 25.1 % 24.4 %

Six Months Ended June 30, 23.4 % 24.0 %

In the six months ended June 30, 2024, the Company recognized approximately $ 4.4 million of excess tax benefits related to stock compensation for employees and $ 0.3 million in other discrete tax benefits.

For the six months ended June 30, 2023, the Company recognized approximately $ 2.3 million of excess tax benefits related to stock compensation for employees and $ 0.5 million in other discrete tax benefits.

As of June 30, 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.

4 unchanged sentences

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

2 unchanged sentences

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.

10 unchanged sentences

Stock price at valuation date $ 391.54

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

Changes in options outstanding for Company employees during the period from December 31, 2023 to June 30, 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)

2 unchanged sentences

Exercised ( 43,850 ) $ 85.76

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.

Forfeited ( 2,350 ) $ 219.10

Outstanding at June 30, 2024

277,860 $ 176.98 4.0 $ 81.3

Exercisable at June 30, 2024

181,875 $ 119.91 3.0 $ 63.6

RESTRICTED STOCK UNITS – The Committee has granted time-based 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 .

2 unchanged sentences

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:

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in RSUs outstanding during the period from December 31, 2023 to June 30, 2024 are presented in the following table:

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

3 unchanged sentences

Forfeited ( 3,616 ) $ 216.90

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DIRECTOR DEFERRED STOCK UNITS (MUSA 2023 Plan) — Non-employee directors can elect to receive their annual cash retainers in the form of DSUs.

Outstanding at June 30, 2024

102,717 $ 283.33 $ 48.2

DIRECTOR DEFERRED STOCK UNITS (MUSA 2023 Plan) — 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.

1 unchanged sentence

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.

During the six-month period ended June 30, 2024, we granted 390 DSUs and recorded director expense of $ 0.2 million related to the grants.

At June 30, 2024, there were 1,393 Director DSUs vested and outstanding with an average grant date fair value of $ 365.22 per unit 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.

4 unchanged sentences

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:

Changes in PSUs outstanding for Company employees during the period from December 31, 2023 to June 30, 2024 are presented in the following table:

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

2 unchanged sentences

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

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

Forfeited ( 2,170 ) $ 261.35

Outstanding at June 30, 2024

77,250 $ 320.05 $ 36.3

2013 Stock Plan for Non-employee Directors

5 unchanged sentences

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:

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2023 to June 30, 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)

2 unchanged sentences

Vested and issued ( 14,255 ) $ 170.82 $ 5.6

Outstanding at March 31, 2024

Outstanding at June 30, 2024

9,418 $ 196.38 $ 4.4

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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").

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 DSUs.

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

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.

At June 30, 2024 there were 425 Director DSUs outstanding with an average grant date fair value of $ 258.35 per unit under the 2013 Plan.

Share-based compensation for the six months ended June 30, 2024 and 2023, was $ 10.7 million and $ 10.1 million, respectively.

There were $ 0.7 million in income tax benefits realized for the tax deductions from options exercised for the six months ended June 30, 2024 and there were $ 0.3 million for the six months ended June 30, 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 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.

As of June 30, 2024, all current commodity derivative activity is immaterial.

There were no cash deposits at June 30, 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 June 30, 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 $ 0.2 million for the three months ended March 31, 2023.

The amount of pre-tax gains in accumulated other comprehensive loss that was reclassified into interest expense was $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively.

Note 11 — Earnings Per Share

2 unchanged sentences

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.

As of June 30, 2024, approximately $ 1.2 billion remained

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:

under the 2023 authorization.

For the six months ended June 30, 2024, the Company repurchased 454,454 shares of common stock for an average price of $ 426.88 per share including brokerage fees and excise tax.

For the six months ended June 30, 2023, 382,992 shares were repurchased for an average price of $ 284.01 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 and six months ended June 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

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

4 unchanged sentences

Earnings per common share $ 7.02 $ 6.12 $ 10.17 $ 11.01

Three Months Ended

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

Earnings per common share - assuming dilution:

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

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

Stock Options 33,010 38,100 24,804 38,100

RSUs — — 25 —

PSUs 11,032 12,785 8,287 12,785

3 unchanged sentences

Note 12 — Other Financial Information

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.

CASH FLOW DISCLOSURES — Cash income taxes tax payments, net of refunds, were $ 62.6 million and $ 46.5 million for the six-month periods ended June 30, 2024 and 2023, respectively.

Interest paid, net of amounts capitalized, was $ 47.9 million and $ 46.2 million for the six-month periods ended June 30, 2024 and 2023, respectively.

CHANGES IN WORKING CAPITAL:

Three Months Ended

Six Months Ended

(Millions of dollars) 2024 2023

13 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 March 31, 2024.

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 June 30, 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.

2 unchanged sentences

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.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended June 30, 2024, for more information.

Murphy USA Inc.

1 unchanged sentence

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 March 31, 2024 and December 31, 2023:

March 31, 2024

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, as of June 30, 2024 and December 31, 2023:

June 30, 2024

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

3 unchanged sentences

Corporate bonds — 1.5 — 1.5

Prepaid expenses and other current assets:

Fuel derivative — — 0.6 0.6

Marketable securities, non-current

16 unchanged sentences

Corporate bonds — 2.9 — 2.9

Government bonds — 1.5 — 1.5

Corporate 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

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 amounts.

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.

The Company has off-balance sheet exposures relating to certain

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.

The Company has off-balance sheet exposures relating to certain financial guarantees and letters of credit.

financial guarantees and letters of credit.

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 March 31, 2024 and December 31, 2023.

At March 31, 2024 At December 31, 2023

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at June 30, 2024 and December 31, 2023.

At June 30, 2024 At December 31, 2023

Carrying Carrying

26 unchanged sentences

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

As such, the Company has not recorded a benefit for likely recoveries at June 30, 2024, however certain jurisdictions provide reimbursement for these expenses which have been

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.

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 March 31, 2024.

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

9 unchanged sentences

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

As of June 30, 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 March 31, 2024, the Company had contingent liabilities of $ 10.2 million on outstanding letters of credit.

At June 30, 2024, the Company had contingent liabilities of $ 8.8 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.

6 unchanged sentences

we recognize lease expense for these leases on a straight-line basis over the lease term.

The Company's leases have remaining lease terms of 2 year or less to 36 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise the option.

The Company's leases have remaining lease terms of 2 years or less to 35 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.

11 unchanged sentences

Leases are reflected in the following balance sheet accounts:

(Millions of dollars) Classification March 31,

(Millions of dollars) Classification June 30,

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 $ 46.1 at March 31, 2024 and $ 42.6 at December 31, 2023

(Right-of-use) Operating lease right-of-use assets, net $ 463.5 $ 452.1

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 49.7 at June 30, 2024 and $ 42.6 at December 31, 2023

Total leased assets $ 573.3 $ 565.9

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(Millions of dollars) Classification 2024 2023 2024 2023

5 unchanged sentences

Cash Flow Information:

Three Months Ended

Six Months Ended

(Millions of dollars) 2024 2023

3 unchanged sentences

Financing cash flows from finance leases $ 5.8 $ 7.7

Maturity of Lease Liabilities at March 31, 2024:

Maturity of Lease Liabilities at June 30, 2024:

(Millions of dollars) Operating leases Finance leases

8 unchanged sentences

Lease Term and Discount Rate:

Three Months Ended March 31,

Six Months Ended June 30,

Weighted average remaining lease term (years)

14 unchanged sentences

Three Months Ended

March 31, 2024 March 31, 2023

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

June 30, 2024 June 30, 2023

(Millions of dollars) Total Assets at June 30, 2024 External Revenues Income (Loss) External Revenues Income (Loss)

Marketing $ 4,210.5 $ 5,451.7 $ 163.8 $ 5,585.4 $ 151.7

1 unchanged sentence

Total $ 4,429.9 $ 5,451.7 $ 144.8 $ 5,585.4 $ 132.8

Six Months Ended

June 30, 2024 June 30, 2023

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

(Millions of dollars)

Marketing $ 10,295.3 $ 249.3 $ 10,662.5 $ 277.6

Corporate and other assets 0.1 ( 38.5 ) 0.1 ( 38.5 )

Total $ 10,295.4 $ 210.8 $ 10,662.6 $ 239.1

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