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Item 1. Financial Statements

2024-10-31 compared with 2024-08-01 · 150 added, 125 removed, 693 unchanged (28% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, December 31,

September 30, December 31,

(Millions of dollars, except share amounts) 2024 2023

39 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

11 unchanged sentences

(Millions of dollars)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

54 unchanged sentences

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

Net income — — — — 167.7 — 167.7

Gain on interest rate hedge and unrealized gain on marketable securities, net of tax — — — — — 0.1 0.1

Cash dividends declared ($ 0.39 per share)

— — — — ( 8.4 ) — ( 8.4 )

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

Murphy USA Inc.

22 unchanged sentences

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

Net income — — — — 149.2 — 149.2

Cash dividends declared ($ 0.45 per share)

— — — — ( 9.2 ) — ( 9.2 )

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

Purchase of treasury stock — — ( 126.4 ) — — — ( 126.4 )

Issuance of treasury stock — — ( 0.1 ) ( 0.1 ) — — ( 0.2 )

Amounts related to share-based compensation — — — ( 0.6 ) — — ( 0.6 )

Share-based compensation expense — — — 6.0 — — 6.0

Balance as of September 30, 2024

46,767,164 $ 0.5 $ ( 3,265.9 ) $ 484.7 $ 3,610.8 $ — $ 830.1

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 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.

At September 30, 2024, the Company had a total of 1,740 Company stores of which 1,586 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 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.

For the three month period ended September 30, 2024, the QuickChek results covered the period June 29, 2024 to September 27, 2024, and the 2024 year-to-date period began December 30, 2023.

For the three month period ended September 30, 2023, the QuickChek results covered the period July 1, 2023 to September 29, 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.

27 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 and six months ended June 30, 2024 and 2023, respectively:

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

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

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

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

14 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

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

36 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.

1 unchanged sentence

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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2 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 June 30, 2024 and December 31, 2023 were immaterial.

The deferred revenue balances at September 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 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.

At September 30, 2024 and December 31, 2023, we had $ 116.6 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.

2 unchanged sentences

Inventories consisted of the following:

(Millions of dollars) June 30,

(Millions of dollars) September 30,

2024 December 31,

5 unchanged sentences

Total inventories $ 341.2 $ 341.2

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.

At September 30, 2024 and December 31, 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $ 201.7 million and $ 209.7 million, respectively and store merchandise for resale by $ 3.1 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

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.

The Company determines the

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.

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 June 30, 2024 and December 31, 2023 consisted of the following:

June 30, 2024

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

September 30, 2024

(Millions of dollars) Amortized

2 unchanged sentences

Marketable securities current

Government bonds $ 3.0 $ — $ — $ 3.0

Corporate bonds $ 1.5 — — $ 1.5

Marketable securities non-current

Corporate bonds 1.5 — — 1.5

Total marketable securities $ 1.5 $ — $ — $ 1.5

11 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 June 30, 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 September 30, 2024, by contractual maturity, are as follows:

(Millions of dollars )

1 unchanged sentence

Less than 1 year $ 1.5 $ 1.5

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

There was no impairment on any available-for-sale marketable securities as of September 30, 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) June 30,

(Millions of dollars) September 30,

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

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

The intangible assets subject to

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

Remaining Useful Life (in years) September 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) June 30,

(Millions of dollars) September 30,

2024 December 31,

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

5.625 % senior notes due 2027 (net of unamortized discount of $ 1.0 at September 30, 2024 and $ 1.3 at December 31, 2023)

$ 299.0 $ 298.7

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

4.75 % senior notes due 2029 (net of unamortized discount of $ 3.1 at September 30, 2024 and $ 3.6 at December 31, 2023)

3.75 % senior notes due 2031 (net of unamortized discount of $ 4.0 at September 30, 2024 and $ 4.4 at December 31, 2023)

Term loan due 2028 (effective interest rate of 7.09 % at September 30, 2024 and 7.23 % at December 31, 2023) net of unamortized discount of $ 0.5 at September 30, 2024 and $ 0.6 at December 31, 2023

Revolving credit facility, due 2026 (weighted average interest rate of 8.75 % at September 30, 2024)

Capitalized lease obligations, autos and equipment, due through 2026 3.4 3.1

4 unchanged sentences

Total long-term debt, net of current $ 1,820.0 $ 1,784.7

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2 unchanged sentences

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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On September 13, 2019, MOUSA, issued $ 500 million of 4.75 % Senior Notes due 2029 (the “2029 Senior Notes”).

11 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 $ 388 million at June 30, 2024 and $ 390 million at December 31, 2023.

The outstanding balance of the term loan was $ 387 million at September 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 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).

As of September 30, 2024, we had $ 41.0 million of outstanding borrowings under the Revolving Facility and $ 6.2 million of 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.

1 unchanged sentence

• 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;

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8 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 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.

At September 30, 2024, our total leverage ratio was 1.79 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 $ 117.6 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 June 30, 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 September 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) June 30,

(Millions of dollars) September 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 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.

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

Three Months Ended September 30, 24.9 % 24.9 %

Nine Months Ended September 30, 24.0 % 24.4 %

In the nine months ended September 30, 2024, the Company recognized approximately $ 4.7 million of excess tax benefits related to stock compensation for employees and $ 0.3 million in other discrete tax benefits.

For 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.

As of September 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.

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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

11 unchanged sentences

Stock price at valuation date $ 391.54

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

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

3 unchanged sentences

Forfeited ( 2,350 ) $ 219.10

Outstanding at June 30, 2024

Outstanding at September 30, 2024

275,500 $ 177.51 3.7 $ 86.9

Exercisable at June 30, 2024

Exercisable at September 30, 2024

179,965 $ 120.04 2.8 $ 67.1

1 unchanged sentence

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 .

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.

2 unchanged sentences

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:

Changes in RSUs outstanding during the period from December 31, 2023 to September 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 ( 6,587 ) $ 246.09

Outstanding at June 30, 2024

Outstanding at September 30, 2024

98,671 $ 285.18 $ 48.6

3 unchanged sentences

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

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.

During the nine-month period ended September 30, 2024, we granted 565 DSUs and recorded director expense of $ 0.3 million related to the grants.

At September 30, 2024, there were 1,568 Director DSUs vested and outstanding with an average grant date fair value of $ 379.46 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 June 30, 2024 are presented in the following table:

Changes in PSUs outstanding for Company employees during the period from December 31, 2023 to September 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)

3 unchanged sentences

Forfeited ( 2,170 ) $ 261.35

Outstanding at June 30, 2024

Outstanding at September 30, 2024

77,318 $ 320.05 $ 38.1

4 unchanged sentences

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 vested at the end of one year .

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:

Board of Directors.

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 September 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 June 30, 2024

Outstanding at September 30, 2024

9,426 $ 196.38 $ 4.6

1 unchanged sentence

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

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.

At September 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 nine months ended September 30, 2024 and 2023, was $ 16.7 million and $ 15.8 million, respectively.

There were $ 0.9 million in income tax benefits realized for the tax deductions from options exercised for the nine months ended September 30, 2024 and there were $ 0.4 million for the nine months ended September 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 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.

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

There were $ 0.4 million cash deposits at September 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 September 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 $ 0.3 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively.

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.

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 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 June 30, 2024, approximately $ 1.2 billion remained

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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 September 30, 2024, approximately $ 1.1 billion remained under the 2023 authorization.

For the nine months ended September 30, 2024, the Company repurchased 698,855 shares of common stock for an average price of $ 458.46 per share including brokerage fees and excise tax.

For the nine months ended September 30, 2023, 584,086 shares were repurchased for an average price of $ 298.12 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 nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

15 unchanged sentences

Three Months Ended

June 30, Six 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 2024 2023

6 unchanged sentences

Note 12 — Other Financial Information

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.

CASH FLOW DISCLOSURES — Cash income taxes tax payments, net of refunds, were $ 77.9 million and $ 94.5 million for the nine-month periods ended September 30, 2024 and 2023, respectively.

Interest paid, net of amounts capitalized, was $ 77.6 million and $ 75.3 million for the nine-month periods ended September 30, 2024 and 2023, respectively.

CHANGES IN WORKING CAPITAL:

Six Months Ended

Nine Months Ended

September 30,

(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 June 30, 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 September 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.

For additional information on deferred compensation plans see also Note 13 "Employee and Retirement Benefit Plans" in the audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for more information.

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.

At the balance sheet date, the fair value of commodity derivatives contracts was determined using NYMEX quoted values.

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 June 30, 2024, for more information.

See also Note 10 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended September 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 June 30, 2024 and December 31, 2023:

June 30, 2024

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

September 30, 2024

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

1 unchanged sentence

Marketable securities, current

Government bonds $ — $ 3.0 $ — $ 3.0

Corporate bonds $ — $ 1.5 $ — $ 1.5

Marketable securities, non-current

Corporate bonds — 1.5 — 1.5

Prepaid expenses and other current assets:

Fuel derivative — — 0.4 0.4

Deferred compensation plan assets 15.5 — — 15.5

23 unchanged sentences

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

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

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 June 30, 2024 and December 31, 2023.

At June 30, 2024 At December 31, 2023

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

At September 30, 2024 At December 31, 2023

Carrying Carrying

27 unchanged sentences

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

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

considered in recording the net exposure.

As such, the Company has not recorded a benefit for likely recoveries at September 30, 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.

As to the site, the potential total cost to all parties to perform necessary remedial work at this site may be substantial.

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 June 30, 2024.

However, based on current

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 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 June 30, 2024, there were a number of outstanding claims that are of a routine nature.

As of September 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 June 30, 2024, the Company had contingent liabilities of $ 8.8 million on outstanding letters of credit.

At September 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.

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — Lease Accounting

2 unchanged sentences

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

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

Murphy USA Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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.

12 unchanged sentences

Leases are reflected in the following balance sheet accounts:

(Millions of dollars) Classification June 30,

(Millions of dollars) Classification September 30,

2024 December 31,

(Right-of-use) Operating lease right-of-use assets, net $ 484.8 $ 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

Finance Property, plant, and equipment, at cost, less accumulated depreciation of $ 53.0 at September 30, 2024 and $ 42.6 at December 31, 2023

Total leased assets $ 591.6 $ 565.9

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(Millions of dollars) Classification 2024 2023 2024 2023

5 unchanged sentences

Cash Flow Information:

Six Months Ended

Nine Months Ended

September 30,

(Millions of dollars) 2024 2023

3 unchanged sentences

Financing cash flows from finance leases $ 8.7 $ 8.6

Maturity of Lease Liabilities at June 30, 2024:

Maturity of Lease Liabilities at September 30, 2024:

(Millions of dollars) Operating leases Finance leases

8 unchanged sentences

Lease Term and Discount Rate:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted average remaining lease term (years)

14 unchanged sentences

Three Months Ended

June 30, 2024 June 30, 2023

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

September 30, 2024 September 30, 2023

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

Marketing $ 4,211.4 $ 5,238.4 $ 168.0 $ 5,797.8 $ 187.2

1 unchanged sentence

Total $ 4,402.4 $ 5,238.5 $ 149.2 $ 5,797.9 $ 167.7

Six Months Ended

June 30, 2024 June 30, 2023

Nine Months Ended

September 30, 2024 September 30, 2023

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

4 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