Murphy USA Inc 10-K for FY2024
Murphy USA Inc. (MUSA)
10-K
2025-02-20
For: 2024-12-31
View Original
Added on
April 10, 2026
About this 10-K
Murphy USA Inc filed this 10-K on February 20, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $20.24B
- down 6.0% from $21.53B a year earlier
- Net income
- $502.5M
- down 9.8% from net income of $556.8M a year earlier
- Diluted EPS
- $24.11
- down 5.4% from $25.49 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
For the fiscal year ended December 31 , 2024
OR
For the transition period from _______________ to _______________
Commission File Number 001-35914
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No. | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(870 ) 875-7600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☑ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis on incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b)). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (as of June 30, 2024), based on the closing price on that date of $469.46 was $9,623,300,000 .
Number of shares of Common Stock, $0.01 par value, outstanding at January 31, 2025 was 20,016,228 .
Portions of the Registrant’s definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders will be incorporated by reference in Part III herein.
2
| MURPHY USA INC. | ||
TABLE OF CONTENTS – 2024 Form 10-K | ||
| Page | |||||
1
Part I
Item 1. BUSINESS
Murphy USA Inc. ("Murphy USA", the "Company", "we", "us", or "our") was incorporated in Delaware on March 1, 2013 and holds, through its subsidiaries, the former U.S. retail marketing business of its former parent company, Murphy Oil Corporation (“Murphy Oil”), plus other assets and liabilities of Murphy Oil that supported the activities of the U.S. retail marketing operations. In addition, on January 29, 2021, the Company acquired Quick Chek Corporation ("QuickChek" or "QC"), a privately held convenience store chain.
Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,757 (as of December 31, 2024) retail stores located in 27 states, of which, 1,601 were branded as Murphy stores and 156 were branded as QuickChek stores. The majority of our existing and new-to-industry ("NTI") retail gasoline stores operate under the brand names of Murphy USA and Murphy Express. Plans are under way to transition all existing Murphy Express branded stores to the Murphy USA brand name. These locations operate within close proximity to Walmart stores or within preferred markets across 25 states in the Southeast, Southwest, and Midwest areas of the United States. We also operate a combination of convenience stores and convenience stores with retail gasoline located in New Jersey and New York under the brand name of QuickChek and comprises our Northeast region. In addition, we market fuel to unbranded wholesale customers through a mixture of Company owned and third-party product distribution terminals and pipeline positions. We are an independent publicly traded company, with low-price, high volume fuel retail outlets selling convenience merchandise through low-cost small store formats and kiosks, as well as larger format stores that have a broader range of merchandise and food and beverage offerings which are driven by key strategic relationships and experienced management.
Our business is subject to various risks. For a description of these risks, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.
Information about our operations, properties and business segments, including revenues by class of products are provided on pages 33 through 48, F-12, F-13, F-15, and F-38 through F-39 of this Annual Report on Form 10-K.
Our Competitive Strengths
Our business foundation is built around five reinforcing strengths which we believe provide us a competitive advantage over our peers. These strengths support our Company vision which is to “Deliver every day the quickest, most friendly service and a low-price value proposition to our growing customer base for the products and markets we serve.”
Strategic proximity to and complementary relationship with Walmart
Of our network of 1,757 retail stores (as of December 31, 2024), the majority are situated on prime locations located near Walmart stores. We believe our proximity to Walmart stores generates significant traffic to our existing retail stores while our competitively priced gasoline and convenience offerings appeal to our shared customers. We continue to collaborate with Walmart on fuel discount programs, mainly Walmart+, which we believe enhances the customer value proposition as well as the competitive position of both Murphy USA and Walmart.
Winning proposition with value-conscious consumers
Our competitively priced fuel is a compelling offering for value-conscious consumers. Despite a flat long-term outlook in overall gasoline demand (increased vehicle miles traveled in a normal economy essentially offsetting increased fuel efficiency), we believe value-conscious consumers that prefer convenience and service are a growing demand segment. In combination with our high traffic locations, our competitive gasoline prices drive high fuel volumes and gross profit. In addition, we believe we are an industry leader in per-store nicotine sales with our low-priced nicotine products and in total store sales per square foot as we also sell a growing
2
assortment of single-serve/immediate consumption items. We continue to provide value opportunities to our customers through our Murphy Drive Rewards and QC Rewards loyalty programs which reward customers with discounted and free items based on purchases of qualifying fuel and merchandise, as applicable.
Low-cost retail operating model
We operate our Murphy USA and Murphy Express retail gasoline stores with a strong emphasis on fuel sales complemented by a focused convenience offering that allows for a smaller store footprint than most of our competitors. We build a mix of raze-and-rebuild 1,400 square foot stores and NTI 2,800 square foot Murphy stores, which we believe have low capital expenditure, maintenance and utility requirements relative to our competitors. Many of our Murphy stores require only one or two associates to be present during business hours and 75% of our stores are located on Company-owned property and do not incur any rent expense. The combination of a focused convenience offering and standardized smaller footprint stores of our Murphy USA and Express brands allow us to achieve lower overhead and on-site costs compared to competitors with a much larger store format. The importance of maintaining our low-cost operating model is reinforced by the factoring in of these costs into our coverage ratio calculation which is a measure of how well merchandise contribution covers our operating costs at a store level and is included as part of our annual incentive metrics for all above-store personnel.
Distinctive fuel supply chain capabilities
We source fuel at competitive industry benchmark prices due to the diversity of fuel options available to us in the bulk and rack product markets, our shipper status on major pipeline systems, and our access to numerous terminal locations. In addition, we have a strong distribution system in which we leverage our scale and ratability to deliver the most favorably priced products for our Murphy stores and QuickChek stores with gasoline, further reducing our fuel product costs. By participating in the broader fuel supply chain, we believe our business model provides additional upside exposure to opportunities to enhance margins and volume, such as shifting non-contractual wholesale volumes to protect retail fuel supply during periods of constrained supply and elevated margins. These activities demonstrate our belief that participating in the broader fuel supply chain provides us with added flexibility to ensure reliable low-cost fuel supply in various market conditions especially during periods of significant price volatility or delivery difficulties. It would take substantial time and investment, both in expertise and assets, for a competitor to replicate our existing position, and we believe this continues to be a significant barrier to any attempt to emulate our business model.
Resilient financial profile and engaged team
Our predominantly fee-simple asset base, ability to generate attractive gross margins through our low-price, high-volume strategy, and our low overhead costs should help us endure prolonged periods of unfavorable commodity price movements and compressed fuel margins. We also believe our conservative financial structure further protects us from the inherently volatile fuel environment. We expect that our strong cash position combined with availability under our credit facility will continue to provide us with a significant level of liquidity to help maintain a disciplined capital expenditure program focused on growing ratably through periods of both high and low fuel margins.
We have acquired through share repurchases approximately $3.5 billion of our common stock in a little more than eleven years of operation. During the year 2024, we repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes. Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization. Additionally, in order to provide a consistent and meaningful return of capital to shareholders independent of share repurchases, we raised our quarterly dividend four times during 2024 from $0.41 per share in Q4 2023 to $0.48 per share, or $1.92 per share on an annualized basis, as of Q4 2024.
We have approximately 17,200 dedicated and hardworking employees as of December 31, 2024, that are actively engaged to serve the customer, whether it is the external retail consumer or their internal co-workers. We believe our sustainable business model and organic growth opportunities support an employee value proposition that makes Murphy USA an attractive place to work.
3
Our Business Strategy
Our business strategy reflects a set of coherent choices that leverage our differentiated strengths and capabilities.
Grow organically
We intend for our evolving NTI real estate strategy to be a key driver of our organic growth over the next several years, which is demonstrated by the over 500 stores that have been added to Murphy USA since our 2013 spin-off from Murphy Oil Corporation. We expect to build up to 50 NTI locations and up to 30 raze-and-rebuilds in 2025 and are targeting at least 50 NTI and at least 30 raze-and-rebuilds per year in future periods. Focusing on high-return locations either in high traffic areas, near Walmart Supercenters as a complement to higher performing existing stores in smaller markets, or by strategic infill in our core market areas complemented by our supply chain capabilities. While we were previously focused on smaller store size, we now expect to build more Murphy branded NTI stores that are 2,800 square feet or larger, as well as our NTI QuickChek branded locations in their existing footprint, which average between 5,000 to 7,000 square feet in size. Our real estate development team works to maintain a multi-year pipeline of projects that supports continued ratable expansion in these high-return locations.
Diversify merchandise mix
We plan to continuously evaluate our remaining kiosk strategy in an effort to maximize our store economics and return on investment. Complementary to that strategy, we are continually refining Murphy branded 1,400 square foot and 2,800 square foot designs to create a foundation for increasing higher-margin non-nicotine sales and diversifying our merchandise offerings. Key to achieving the highest potential returns from our large and small format stores is the development and execution of enhanced food and beverage ("F&B") capabilities by leveraging QuickChek's F&B offering. We expect to further expand merchandise revenue and margins through our primary supplier relationship with Core-Mark Holding Company, Inc. ("Core-Mark") and in addition, to optimize our promotional planning, merchandise assortment, and pricing effectiveness, in order to help boost overall store returns.
Sustain cost leadership position
We believe that sustaining our low cost position is a strategic advantage as a retailer of commodity products. We are undertaking several initiatives for the purpose of increasing efficiency which should allow us to continue to beat inflation on per-store operating costs to help sustain low store-level costs. We also believe that through our planned growth and efficiency initiatives, we can control overhead costs to support an overall improvement in store returns and keep costs properly scaled as we grow organically. In order to do this successfully, we will focus on the continued development of our employees and foster an operating culture aligned with business performance, including cost leadership.
Create advantage from market volatility
We plan to continue to focus our product supply and wholesale efforts on activities that enhance our ability to be a low-price retail fuel leader and our ability to take advantage of fuel price volatility. We will continue to invest in capabilities and asset positions that support our supply chain strategy. Our distinctive business model and supply chain advantage allows us to deliver consistent margins over time and withstand periods of volatility and uncertainty.
Invest for the long term
We maintain a portfolio of predominantly fee-simple assets and utilize what we believe to be an appropriate debt structure that will allow us to be resilient during times of volatility in fuel demand, price, and margin. We believe our strong financial position should allow us to profitably execute our low-cost, high volume retail strategy through periods of both high and low fuel margins while preserving the ability to re-invest in and grow our existing stores, brand image and supporting capabilities such as enhancing our food and beverage offerings. Furthermore, in addition to our store-development capital and investments in new capabilities, we
4
have diversified our shareholder distribution mechanism to provide consistent return of capital through quarterly cash dividends and meaningful share repurchase programs as we continue to focus on maximizing shareholder value.
Industry Trends
We operate within the large, growing, competitive and highly fragmented U.S. retail fuel and convenience store industry. Several key industry trends and characteristics, include:
•Sensitivity to gas prices among cost conscious consumers, and increasing customer demand for low-priced fuel;
•Highly fragmented nature of the industry providing larger chain operators like Murphy USA with significant scale advantage;
•Significantly increased fuel capacity in the marketplace by the addition of NTI retail fuel and convenience stores, and
•High levels of consumer traffic around supermarkets and large format hypermarkets, supporting complementary demand at nearby and cross-promoted retail fuel stores.
Corporate Information
Murphy USA was incorporated in Delaware on March 1, 2013 and our business consists of U.S. retail marketing operations. Our Murphy USA headquarters is located at 200 Peach Street, El Dorado, Arkansas 71730 and our general telephone number is (870) 875-7600. Our Internet website is https://www.murphyusa.com. Our website and the information contained on that site, or connected to that site, are not incorporated by reference into this Annual Report on Form 10-K. Shares of Murphy USA common stock are traded on the NYSE under the ticker symbol “MUSA”.
Description of Our Business
We market fueling products and convenience merchandise through a network of Company retail stores. We also market to unbranded wholesale customers through a mixture of Company owned and third-party terminals. During 2024, the Company so,ld approximately 4.8 billion gallons of motor fuel through our retail outlets. Below is a table that lists the states where we operate our stores at December 31, 2024 and the number of stores in each state.
| State | No. of stores | State | No. of stores | State | No. of stores | |||||||||||||||||||||||||||
| Alabama | 82 | Kentucky | 48 | New York | 20 | |||||||||||||||||||||||||||
| Arkansas | 69 | Louisiana | 82 | North Carolina | 95 | |||||||||||||||||||||||||||
| Colorado | 40 | Michigan | 27 | Ohio | 43 | |||||||||||||||||||||||||||
| Florida | 147 | Missouri | 50 | Oklahoma | 55 | |||||||||||||||||||||||||||
| Georgia | 100 | Mississippi | 55 | South Carolina | 78 | |||||||||||||||||||||||||||
| Iowa | 21 | Nebraska | 5 | Tennessee | 93 | |||||||||||||||||||||||||||
| Illinois | 43 | Nevada | 4 | Texas | 368 | |||||||||||||||||||||||||||
| Indiana | 39 | New Jersey | 136 | Utah | 5 | |||||||||||||||||||||||||||
| Kansas | 7 | New Mexico | 22 | Virginia | 23 | |||||||||||||||||||||||||||
| Total | 1,757 | |||||||||||||||||||||||||||||||
5
The following table provides a history of our store count during the three-year period ended December 31, 2024:
| Years Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Start of period | 1,733 | 1,712 | 1,679 | |||||||||||||||||
| New construction | 32 | 28 | 36 | |||||||||||||||||
| Closed or sold | (8) | (7) | (3) | |||||||||||||||||
| End of period | 1,757 | 1,733 | 1,712 | |||||||||||||||||
The following table present the numbers of our owned and leased stores at December 31, 2024:
| Located on Owned Land | Located on Leased Property3,5 | Total Stores | ||||||||||||||||||
Murphy branded1 | 1,299 | 203 | 1,502 | |||||||||||||||||
Leased from Walmart2 | — | 99 | 99 | |||||||||||||||||
QuickChek3,4,5 | 10 | — | 10 | |||||||||||||||||
| Stores with leased land | — | 54 | 54 | |||||||||||||||||
| Stores with leased land and buildings | — | 92 | 92 | |||||||||||||||||
| Total stores operated | 1,309 | 448 | 1,757 | |||||||||||||||||
1Leases for Murphy branded stores are operating leases | ||||||||||||||||||||
2This table excludes 3 locations that were disposed of in prior years but remain subleased from Walmart to the buyer | ||||||||||||||||||||
3Operating leases have an average remaining term, including potential future renewals, of 26 years | ||||||||||||||||||||
4Leases for QuickChek land are operating leases and QuickChek store buildings are finance leases | ||||||||||||||||||||
5Finance leases have an average remaining term, including potential future renewals, of 18 years | ||||||||||||||||||||
We have purchased from Walmart the properties underlying many of our stores, and each of these properties that were purchased from Walmart are subject to Easements and Covenants with Restrictions Affecting Land (“ECRs”), which impose customary restrictions on the use of such properties, which Walmart has the right to enforce. In addition, pursuant to the ECRs, certain transfers involving these properties are subject to Walmart's right of first refusal or right of first offer. Also pursuant to the ECRs, we are prohibited from transferring such properties to a competitor of Walmart.
For risks related to our agreements with Walmart, including the ECRs, see “Risk Factors—Risks Relating to Our Business—Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.”
For the remaining stores located on or adjacent to Walmart property that are not owned, we have a master lease agreement that allows us to rent land from Walmart. The master lease agreement contains general terms applicable to all rental stores on Walmart property in the United States. The term of the leases is ten years at each store, with us holding four successive five-year extension options at each site. Approximately half of the leased sites have over 10 years of term remaining, including renewals, should the Company decide to exercise the renewal options. The agreement permits Walmart to terminate it in its entirety, or only as to affected sites, at its option under customary circumstances (including in certain events of bankruptcy or insolvency), or if we improperly transfer the rights under the agreements to another party. In addition, the master lease agreement prohibits us from selling a leased store or allowing a third party to operate a leased store without written consent from Walmart.
For more information about our operating leases, see Note 20 "Leases" to the accompanying audited consolidated financial statements for the three years ended December 31, 2024.
6
We have numerous sources for our retail fuel supply, including nearly all the major and large oil companies operating in the U.S. We purchase fuel from oil companies, independent refiners, and other marketers at rates that fluctuate with market prices and generally are reset daily, and we sell fuel to our customers at prices that we establish daily. All fuel is delivered by the truckload as needed to replenish supply at our Company stores. Our retail fuel inventories turn approximately once daily. By establishing fuel supply relationships with several suppliers for most locations, we believe we can effectively create competition for our purchases among various fuel suppliers. We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product outages during times of fuel supply disruptions. At some locations, however, there are limited suppliers for fuel in that market and we may have only one supplier. Our refined products are distributed through a few product distribution terminals that are wholly owned and operated by us and from numerous terminals owned by others. About half of our wholly owned terminals are supplied by marine transportation and the rest are supplied by pipeline. We also receive products at terminals owned by others either in exchange for deliveries from our terminals or by outright purchase.
In addition to the motor fuel sold at our Company stores, our stores carry a broad selection of snacks, beverages, nicotine products and non-food merchandise, as well as a greater food and beverage offering at our QuickChek locations. In 2024, we purchased more than 78% of our merchandise from a single vendor, Core-Mark, with whom we renewed a new five-year supply agreement in January 2021.
A statistical summary of key operating and financial indicators for each of the five years ended December 31, 2024 are reported below.
| As of December 31, | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||
| Branded retail outlets: | ||||||||||||||||||||||||||||||||
Murphy USA® and Murphy Express | 1,601 | 1,577 | 1,555 | 1,521 | 1,503 | |||||||||||||||||||||||||||
QuickChek® | 156 | 156 | 157 | 158 | — | |||||||||||||||||||||||||||
| Total | 1,757 | 1,733 | 1,712 | 1,679 | 1,503 | |||||||||||||||||||||||||||
| Retail marketing: | ||||||||||||||||||||||||||||||||
Total fuel contribution (cpg)1 | 30.5 | 31.4 | 34.3 | 26.3 | 25.2 | |||||||||||||||||||||||||||
Retail fuel margin per gallon (cpg)1 | 28.1 | 27.6 | 29.6 | 21.9 | 22.9 | |||||||||||||||||||||||||||
| Gallons sold per store month (in thousands) | 240.6 | 242.0 | 244.6 | 229.4 | 219.5 | |||||||||||||||||||||||||||
| Merchandise sales revenue per store month (in thousands) | $ | 204.3 | $ | 199.1 | $ | 193.5 | $ | 186.7 | $ | 166.3 | ||||||||||||||||||||||
| Merchandise margin as a percentage of merchandise sales | 19.8% | 19.7% | 19.7% | 19.1% | 15.6% | |||||||||||||||||||||||||||
1 Represents net sales prices for fuel less purchased cost of fuel.
Our business is organized into one reporting segment (Marketing). The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.
Competition
The U.S. petroleum business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on convenience and consumer appeal. In addition, we may also face competition from other retail fueling stores that adopt marketing strategies similar to ours by associating with non-traditional retailers, such as quick service restaurants, supermarkets, discount club stores and hypermarkets, particularly in the geographic areas in which we operate. We expect that our industry will continue to trend toward this model, resulting in increased competition to us over time. Moreover, because we do not produce or refine any of the petroleum or other
7
refined products that we market, we compete with retail gasoline companies that have ongoing supply relationships with affiliates or former affiliates that manufacture refined products. We also compete with integrated companies that have their own production and/or refining operations that are at times able to offset losses from marketing operations with profits from producing or refining operations and may be better positioned to withstand periods of depressed retail margins or supply shortages. In addition, we compete with other retail and wholesale gasoline marketing companies that have more extensive retail outlets and greater brand name recognition. Some of our competitors have been in existence longer than we have and have greater financial, marketing and other resources than we do. As a result, these competitors may have a greater ability to bear the economic risks inherent in all phases of our business and may be able to respond better to changes in the economy and new opportunities within the industry.
The retail gasoline industry in the United States is highly competitive due to ease of entry and constant change in the number and type of retailers offering similar products and services. With respect to merchandise, our retail stores compete with other convenience store chains, independently owned convenience stores, supermarkets, drugstores, discount clubs, gasoline service stores, mass merchants, fast food operations and other similar retail outlets. Non-traditional retailers, including supermarkets, discount club stores and mass merchants, now compete directly with retail gasoline stores. These non-traditional gasoline retailers have obtained a significant share of the gasoline market, and their market share is expected to grow, and these retailers may use promotional pricing or discounts, both at the fuel pump and in the convenience store, to encourage in-store merchandise sales and gasoline sales. In addition, some large retailers and supermarkets are adjusting their store layouts and product prices in an attempt to appeal to convenience store customers. Major competitive factors are: location, ease of access, product and service selection, gasoline brands, pricing, customer service, store appearance, cleanliness and safety.
Market Conditions and Seasonality
Market conditions in the oil and gas industry are cyclical and subject to global economic and political events that upset global supply and demand and impact the price of crude oil and to new and changing governmental regulations. Our operating results are affected by price changes in crude oil, natural gas and refined products, pandemics that may lead to travel restrictions or changed customer behavior, and changes in competitive conditions in the markets we serve.
Oil prices, wholesale motor fuel costs, motor fuel sales volumes, motor fuel gross margins and merchandise sales can be subject to seasonal fluctuations. Consumer demand for motor fuel typically increases during the summer driving season, and typically falls during the winter months. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for motor fuel and merchandise that we sell. Therefore, our revenues and sales volumes are typically higher in the second and third quarters of our fiscal year. A significant change in any of these factors, including a significant decrease in consumer demand (other than typical seasonal variations), could materially affect our motor fuel and merchandise volumes, motor fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Trademarks
In the highly competitive business in which we operate, our trade names, service marks and trademarks are important to distinguish our products and services from those of our competitors. We sell gasoline primarily under the Murphy USA® and Murphy Express brands, which we acquired from Murphy Oil. We acquired ownership of the QuickChek® trademark and others as a result of the QuickChek acquisition. We are not aware of any facts which would negatively impact our continuing use of any of the above trade names, service marks or trademarks.
Technology Systems
All of our Company stores use a standard hardware and software platform for point-of-sale (“POS”) that facilitates item level scanning of merchandise for sales and inventory, and the secure acceptance of all major payment methods – cash, check, credit, debit, fleet and mobile. In addition, our QuickChek stores have self-service checkouts and support third-party delivery services. Our standard approach to large scale and
8
geographically dispersed deployments reduces total technology cost of ownership for the POS and inherently makes the system easier to use, support, and replace. This POS technology strategy reflects close alignment with our growth plan.
We use a combination of software as a service, commercial off-the-shelf software, and custom software applications developed using modern industry standard tools and methodologies to manage and run our business. For our financial systems, we use enterprise class systems which provide significant flexibility in managing corporate and store operations, as well as scalability for growth.
We invest in disaster recovery, system backups, redundancy, firewall, remote access security and virus and spam protection to promote a high level of system security and availability. We have systems, business policies and processes around access controls, password expirations and file retention to promote a high level of control within our technology network. See Item 1C. "Cybersecurity" for additional information.
Environmental
We are subject to numerous federal, state and local environmental laws, regulations and permit requirements. Such environmental requirements have historically been subject to frequent change and have tended to become more stringent over time. While we strive to comply with these environmental requirements, any violation of such requirements can result in litigation, increased costs or the imposition of significant civil and criminal penalties, injunctions or other sanctions. Compliance with these environmental requirements affects our overall cost of business, including capital costs to construct, maintain and upgrade equipment and facilities, and ongoing operating expenditures. We maintain sophisticated leak detection and remote monitoring systems for underground storage tanks at all of our retail fueling stores and install up-to-date tank, piping, and monitoring systems at our new stores. We operate above ground bulk petroleum tanks at our terminal locations and have upgraded certain product lines and conduct annual monitoring to help mitigate the risk of potential soil and groundwater contamination. We allocate a portion of our capital expenditure program to comply with environmental laws and regulations, and such capital expenditures are projected to be approximately $9.3 million in 2025.
We could be subject to joint and several as well as strict liability for environmental contamination. Some of our current and former properties have been operated by third parties whose handling and management of hazardous materials were not under our control, and substantially all of them have or previously had motor fuel or petroleum product storage tanks. Pursuant to certain environmental laws and regulations, we could be responsible for investigating and remediating contamination relating to such stores, including impacts attributable to prior site occupants or other third parties, and for implementing remedial measures to mitigate the risk of future contamination. We may also have liability for contamination and violations of environmental laws and regulations under contractual arrangements with third parties, such as landlords and former owners of our sites, including at our sites in close proximity to Walmart stores. Contamination has been identified at certain of our current and former terminals and retail fueling stores, and we are continuing to conduct investigation and remediation activities in relation to such properties. The discovery of additional contamination or the imposition of further investigation or remediation obligations at these or other properties could result in significant costs. In some cases, we may be eligible to receive money from state “leaking petroleum storage tank” trust funds to help fund remediation. However, receipt of such payments is subject to stringent eligibility requirements and other limitations that can significantly reduce the availability of such trust fund payments and may delay or increase the duration of associated cleanups. We could also be held responsible for contamination relating to third-party sites to which we or our predecessors have sent hazardous materials for recycling or disposal. We are currently identified as a potentially responsible party ("PRP") in connection with one such disposal site. Any such contamination, leaks from storage tanks or other releases of regulated materials could result in claims against us by governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury, and property damage. From time to time, we are subject to legal and administrative proceedings governing the investigation and remediation of contamination or spills from current and past operations, including from our terminal operations and leaking petroleum storage tanks.
Consumer demand for our products may be adversely impacted by fuel economy standards as well as greenhouse gas (“GHG”) vehicle emission reduction measures. The U.S. National Highway Traffic Safety Administration (“NHTSA”) is responsible for issuing Corporate Average Fuel Economy ("CAFE") regulations that
9
set fuel economy standards for fleets; these standards have tended to become more stringent over time. Most recently, in 2022, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2024 through 2026 model years, and in 2024, NHTSA promulgated fuel economy standards for light-duty cars and trucks for the 2027 through 2031 model years, as well as standards for heavy-duty pickup trucks and vans for the 2030 through 2035 model years. The 2024 standards require an industry fleet-wide average of approximately 50.4 miles per gallon for light-duty cars and trucks in model year 2031, by increasing fuel economy by 2% year over year for passenger cars between 2027 and 2031 and by 2% year over year for light trucks between 2029 and 2031. For heavy-duty pickup trucks and vans, the 2024 standards would increase fuel efficiency by 10% year over year between 2030-2032 and 8% between 2033-2035.
The NHTSA, the Environmental Protection Agency ("EPA") and the California Air Resources Board ("CARB") also regulate GHG emission and fuel efficiency standards for medium and heavy-duty vehicles, which, like fuel economy standards, have tended to become more stringent over time. In 2021, EPA promulgated emissions standards for GHGs for the 2023 through 2026 model years, and in 2024 promulgated emission standards for GHGs and certain other pollutants known as “criteria pollutants” for the 2027 through 2032 model years. Both sets of standards are subject to pending legal challenges. For heavy-duty vehicles and engines, EPA maintains emissions standards for criteria pollutants and GHGs. In 2022, EPA promulgated emissions standards for criteria pollutants for 2027 and beyond. In 2024, EPA promulgated emissions standards for GHGs for the 2027 through 2032 model years, and these GHG standards are subject to pending legal challenges. CARB also has emissions standards for criteria pollutants and GHGs, which have generally been more stringent than EPA’s. Seventeen states have adopted CARB’s light-duty emissions standards, and nine states have adopted California’s heavy-duty emissions standards. The list of opt-in states changes over time, based on the legislative, executive, and regulatory actions by each individual state. These and any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products.
Air emissions from our facilities are also subject to regulation. For example, certain of our fueling stores may be required to install and maintain vapor recovery systems to control emissions of volatile organic compounds to the air during the vehicle fueling process. Although the EPA has not revised the national ambient air quality standards for ground level ozone in recent years, any future revisions to such standards by the EPA could require additional equipment upgrades and operating controls that could increase our capital and operating expenses. Any other future environmental regulatory changes applicable to our business or operations may also result in increased compliance costs.
Our business is also subject to increasingly stringent laws and regulations governing the content and characteristics of fuel. For example, the gasoline we sell generally must meet increasingly rigorous sulfur and benzene standards. In addition, renewable fuel standards generally require refiners and gasoline blenders to meet certain volume quotas or obtain representative trading credits for renewable fuels that are established as a percentage of their finished product production. Such fuel requirements and renewable fuel standards may adversely affect our wholesale fuel purchase costs.
Sale of Regulated Products
In certain areas where our retail stores are located, state or local laws limit the hours of operation for the sale of alcoholic beverages and restrict the sale of alcoholic beverages and nicotine products to persons younger than a certain age. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of alcoholic beverages, as well as to issue fines to convenience stores for the improper sale of alcoholic beverages and nicotine products. Failure to comply with these laws may result in the loss of necessary licenses and the imposition of fines and penalties on us. Such a loss or imposition could have a material adverse effect on our business, liquidity and results of operations. In many states, retailers of alcoholic beverages have been held responsible for damages caused by intoxicated individuals who purchased alcoholic beverages from them. While the potential exposure for damage claims as a seller of alcoholic beverages and nicotine products is substantial, we have adopted procedures intended to minimize such exposure. We also adhere to the rules governing lottery sales as determined by state lottery commissions in each state in which we make such sales.
10
Safety
We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens.
Other Regulatory Matters
Our retail stores are also subject to regulation by federal agencies and to licensing and regulations by state and local health, sanitation, fire and other departments relating to the development and operation of retail stores, including regulations relating to zoning and building requirements and the preparation and sale of food. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent the development of a new retail store in a particular area.
Our operations are also subject to federal and state laws governing such matters as wage rates, overtime and citizenship requirements. At the federal and state levels, there are proposals under consideration from time to time to increase minimum wage rates and periods of protected leaves. Increases in wages, overtime pay, or benefits due to changes in the statutory minimum salary requirements or minimum wage rates or mandated health benefits would result in an increase in our labor costs. Such cost increases, or the penalties for failing to comply, could adversely affect our business, financial condition, and results of operations. We monitor such changes to ensure our continued compliance with these ever-changing regulations.
Human Capital
At Murphy USA, we know that the strength of our workforce is critical to our long-term success and we strive to build upon this through the foundation laid by our Principles. As of December 31, 2024, Murphy USA had approximately 17,200 employees, including 5,900 full-time employees, and 11,300 part-time employees working at our stores, National Contact Center, and corporate headquarters.
Murphy USA is committed to the attraction, development, retention, and safety of our employees. Our initiatives for fiscal year 2024 addressed, among other things, (i) Our Principles, (ii) Talent Management, (iii) Total Rewards, and (iv) Workforce Safety.
Our Principles are the heart of our rich culture, creating the foundation of how we operate at Murphy USA. They are the values that shape the strong character of our company. The basis for our human capital management focus is driven by our core Principles of Integrity, Respect, Citizenship, and Spirit.
| Integrity | Respect | Citizenship | Spirit | ||||||||
Be persistently ethical and honest to foster trust. We carry ourselves with a quiet confidence because we know that – in the long run — our character will speak for itself. We always do the right thing, even when no one is watching. | Value and appreciate others. We encourage and promote diverse approaches in all our thoughts, ideas and actions. We understand the value gained through embracing the strengths, experiences, and perspectives of others. | Believe in the power of good actions. We are committed to the greater good for our employees, company, customers, suppliers and other stakeholders. We are responsible and involved in the communities in which we live and work as ambassadors of Murphy USA. | Strive to be the best. We are highly engaged and truly care about what we do and how we are perceived. We have a strong desire to exceed our customers’ expectations. We work closely with each other to drive our success through reliable and consistent execution. | ||||||||
We are committed to living our Principles, specifically, the principle of "Respect" as we strive for each employee to feel valued and respected for the unique talent, skill and background they bring to the organization.
11
We are intentional about promoting visible and invisible diversity throughout Murphy USA through several talent initiatives:
•We invest in established partnerships with diverse colleges and universities.
•We identify critical roles and potential successors with our succession management program.
•We lift up talent through differentiated and personalized development opportunities.
We employ thoughtful talent management strategies, including annual succession planning, semi-annual people reviews, promotion review committees, mid-year and annual performance reviews, and cohort performance review calibrations.
We are dedicated to helping our employees succeed professionally by offering a robust suite of learning and development opportunities.
•Our field teams have comprehensive functional training programs at each level.
•We have individual development plans (IDPs) and an eLearning platform to support employee-driven development.
•We offer a formal stretch role and assignment process to support development at all levels.
•We have a mentorship process.
•Leadership development opportunities are available for all leaders and additional development opportunities are available to all home office team members.
•We provide tuition reimbursement for home office employees, store managers, and assistant store managers.
•We sponsor employees seeking to earn their GED.
We have demonstrated a history of investing in our employees by offering competitive salaries and wages. We offer comprehensive benefit packages designed to support employees' overall well-being. We have benefit packages available at all levels of the organization and continuously evaluate plan offerings to further support our employees. The benefits package offered to our full-time employees includes:
•Comprehensive health benefits (both in-person and telehealth), flex spending accounts & health savings accounts, prescription, dental, and vision benefits.
•Life insurance, accident and hospital indemnity insurance and critical illness insurance.
•Long-term disability and short-term disability, leave of absence benefits.
•Parental leave available to all new parents for birth, adoption, or foster placement.
•An Employee Assistance Program.
•401K program with company match.
•Paid time off: including vacation, sick, parental, bereavement, and holidays.
A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek in 2024. At present, virtually all QuickChek benefit programs and vendors have been consolidated with Murphy USA's, including medical, dental, vision, life, accident, disability, flexible spending, and retirement. In addition, an enterprise approach to benefit offerings and eligibility has been established beginning in 2025, ensuring equitable, competitive benefit packages for all eligible employees.
We are committed to keeping our employees and customers safe through fostering and maintaining a strong safety culture and emphasizing the importance of our employees’ role in identifying, mitigating and communicating safety risks. We have continued to build our rapid response program to ensure safety events
12
(i.e., slip and falls, medical emergencies, and vehicle accidents) are escalated quickly and responded to efficiently.
Properties
Our headquarters of approximately 120,000 square feet is located at 200 Peach Street, El Dorado, Arkansas. We also own and operate two other office buildings in El Dorado, Arkansas that house our store support center and certain technology services personnel, and we own and operate an office building and training center in Whitehouse Station, New Jersey for our QuickChek store support personnel. We have numerous owned and leased properties for our retail fueling stores as described under “Description of Our Business,” as well as wholly-owned product distribution terminals.
Website access to SEC Reports
Interested parties may obtain the Company’s public disclosures filed with the Securities and Exchange Commission (SEC), including Form 10-K, Form 10-Q, Form 8-K and other documents, by accessing the Investor Relations section of Murphy USA Inc.’s website at https://ir.corporate.murphyusa.com.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 are available on our website, free of charge, as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s website at https://www.sec.gov. The information contained on these websites referenced herein is not incorporated by reference into this filing.
Item 1A. RISK FACTORS
You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K.
Our business, prospects, financial condition, results of operations or cash flows could be materially and adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.
Risks Relating to Our Company
Our business and our reputation could be adversely affected by the failure to protect sensitive customer, employee or vendor data or to comply with applicable regulations relating to data security and privacy.
In the normal course of our business as a gasoline and merchandise retailer, we obtain large amounts of personal data, including credit and debit card information from our customers. We also engage third-party vendors that provide technology, systems, and services to facilitate our collection, retention, processing and transmission of this information. A breakdown or a breach in our systems or in the systems of our third-party vendors that results in the unauthorized release of individually identifiable customer or other sensitive data could have a material adverse effect on our reputation, operating results and financial condition. Such a breakdown or breach could also materially increase the costs we incur to protect against such risks. Also, a material failure on our part, or the part of our vendors, to comply with regulations relating to our obligation to protect such sensitive data or the privacy rights of our customers, employees and others could subject us to fines or other regulatory sanctions and potentially to lawsuits and adversely affect our brand name.
Our operations present hazards and risks, which may not be fully covered by insurance, if insured. If a significant accident or event occurs for which we are not adequately insured, our operations and financial results could be adversely affected.
The scope and nature of our operations are subject to a variety of operational hazards and risks, including explosions, fires, toxic emissions, and natural catastrophes that must be managed through continual
13
oversight and control. These and other risks are present throughout our operations. As protection against these hazards and risks, we maintain insurance against many, but not all, potential losses or liabilities arising from such risks. Uninsured losses and liabilities arising from operating risks could reduce the funds available to us for capital and investment spending and could have a material adverse effect on our financial condition, results of operations and cash flows.
Our indebtedness could restrict our business and adversely impact our financial condition, results of operations or cash flows; our leverage could increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us in the future.
We have debt obligations that could restrict our business and adversely impact our financial condition, results of operations or cash flows. This outstanding indebtedness could have significant consequences to our future operations, including:
•making it more difficult for us to meet our payment and other obligations under our outstanding debt;
•resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable;
•reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
•limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
•placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations.
In addition, our credit facilities and the indentures that govern the notes include restrictive covenants that, subject to certain exceptions and qualifications, restrict or limit our ability and the ability of our restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends, make certain investments, sell certain assets and enter into certain strategic transactions, including mergers and acquisitions. These covenants and restrictions could affect our ability to operate our business, and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise.
Our leverage may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us. Our leverage could increase with additional borrowings on our shelf registration statement or increases in the size of our revolving credit facility or term loan. We have below investment-grade ratings on our notes from Moody’s and S&P while our credit facilities are rated investment grade. Our credit ratings could be lowered or withdrawn entirely by a ratings agency if, in its judgment, the circumstances warrant. If our existing ratings are lowered, or otherwise we do not obtain an investment grade rating in the future for the notes, or if we do and a rating agency were to downgrade us again to below investment grade, our borrowing costs would increase and our funding sources could decrease. Actual or anticipated changes or downgrades in our ratings, including any announcement that our ratings are under review for a downgrade, could adversely affect our business, cash flows, financial condition and operating results.
Our ability to meet our payment obligations under the notes and our other debt depends on our ability to generate significant cash flow in the future.
Our ability to meet our payment and other obligations under our debt instruments, including the notes, depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot provide assurance that our business will generate cash flow from operations, or that future
14
borrowings will be available to us under our credit agreement or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our payment obligations under the notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the notes and our other debt.
Despite our current indebtedness levels, we may be able to incur substantially more debt. This could exacerbate further the risks associated with our leverage.
We and our subsidiaries may incur substantial additional indebtedness, including secured indebtedness, in the future, subject to the terms of the indentures governing the notes and our credit agreement that limit our ability to do so. Such additional indebtedness may include additional notes, which will also be guaranteed by the guarantors, to the extent permitted by the indentures and our credit agreement. Although the indentures limit our ability and the ability of our subsidiaries to create liens securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to secure significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our and our subsidiaries' assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes that are not similarly secured. In addition, the indentures governing the Senior Notes will not prevent us or our subsidiaries from incurring other liabilities that do not constitute indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that we now face could intensify.
Failure to maintain the quality and safety of our food products could adversely impact our reputation and business.
As we continue to focus on enhancing our food and beverage offerings, concerns regarding the quality or safety of our food products or our food supply chain, even if factually incorrect or based on isolated incidents, could hurt our sales of prepared food products and possibly lead to product liability and personal injury claims, litigation, government agency investigations and damages.
We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.
We have balances of goodwill and intangible assets as a result of the QuickChek acquisition. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment. In 2024, we recorded an impairment charge related to fixed assets of $8.2 million that was largely attributable to competitive pressures in a few Northeast markets. We may have additional impairment charges in future periods in connection with our periodic evaluation of our goodwill and intangible assets.
There is significant judgement required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long–lived assets decreases, we may determine that one or more of our long–lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations.
The anticipated benefits of the QuickChek acquisition may not be realized or those benefits may take longer to realize than expected.
The long-term success of the QuickChek acquisition will depend on our ability to realize the forecasted benefits and cost savings from our acquisition of QuickChek. We may not be able to maintain the growth rate,
15
levels of revenue, earnings, or operating efficiency that we and QuickChek have achieved to-date, or might have achieved separately.
Many factors affecting our ability to realize anticipated benefits are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues, and could materially impact our business, financial condition, and results of operations. In addition, even upon fully integrating QuickChek into our operations, the full benefits of our acquisition may not be realized, including the synergies, cost savings, or sales or growth opportunities as originally anticipated. An inability to realize the full extent of, or any of, the anticipated benefits of the QuickChek acquisition could have an adverse effect on our financial condition, results of operations, and cash flows.
Risks Relating to Our Business
Volatility in the global prices of oil and petroleum products and general economic conditions that are largely out of our control, as well as seasonal variations in fuel pricing, can significantly affect our operating results.
Our net income is significantly affected by changes in the margins on retail and wholesale gasoline marketing operations. Oil and domestic wholesale gasoline markets are volatile. General political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, have significantly affected and in the future could significantly affect oil supplies and wholesale gasoline costs. In addition, the supply of gasoline and our wholesale purchase costs can be adversely affected in the event of a shortage, which could result from, among other things, lack of capacity at oil refineries, sustained increase in global demand or the fact that our gasoline contracts do not guarantee an uninterrupted, unlimited supply of gasoline. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. Significant increases and volatility in wholesale gasoline costs could result in lower gasoline gross margins per gallon. This volatility makes it extremely difficult to predict the effect that future wholesale cost fluctuations will have on our operating results and financial condition in future periods.
Except in limited cases, we typically do not seek to hedge any significant portion of our exposure to the effects of changing prices of commodities. Dramatic increases in oil prices reduce retail gasoline gross margins, because wholesale gasoline costs typically increase faster than retailers are able to pass them along to customers. We purchase refined products, particularly gasoline, needed to supply our retail stores. Therefore, our most significant costs are subject to volatility of prices for these commodities. Our ability to successfully manage operating costs is important because we have little or no influence on the sales prices or regional and worldwide consumer demand for oil and gasoline. Furthermore, oil prices, wholesale fuel costs, fuel sales volumes, fuel gross margins and merchandise sales can be subject to seasonal fluctuations. For example, consumer demand for fuel typically increases during the summer driving season, and typically falls during the winter months. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for fuel and merchandise that we sell. Therefore, our revenues and/or sales volumes are typically higher in the second and third quarters of our fiscal year. A significant change in any of these factors, including a significant decrease in consumer demand (other than typical seasonal variations), could materially affect our fuel and merchandise volumes, fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Further, recessionary economic conditions, higher interest rates, higher gasoline and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products we sell at our retail stores. Unfavorable economic conditions, higher gasoline prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven. These factors can lead to sales declines in both gasoline and general merchandise, and in turn have an adverse impact on our business, financial condition, results of operations and cash flows.
16
We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.
We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores. Much of our competitive advantage arises out of these proprietary arrangements which, when disrupted, have in the past and could in the future adversely affect us, and such effects could be material. In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. Furthermore, at some of our locations there are very few suppliers for fuel in that market.
An inability to maintain a multi-year new store project pipeline may cause our Company's growth to slow in 2025 and beyond.
Our ability to grow by up to 50 new stores and up to 30 raze-and-rebuild stores in 2025 and by at least 50 NTI stores and at least 30 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain. We have a very active Asset Development group that works to focus on our key target areas to locate suitable traffic count locations for this future growth. If the Asset Development group is unable to locate suitable locations or is unable to close the acquisition of those locations in a timely fashion, the Company could find that it does not have sufficient land to fulfill its pipeline. Further, permitting delays due to local government agency ability to timely respond to our requests or construction delays from supply chain or labor constraints could also negatively impact our project pipeline.
We currently have one primary supplier for over 78% of our merchandise. A disruption in supply could have a material effect on our business.
In 2024, over 78% of our merchandise, including most nicotine products and grocery items, was purchased from a single wholesale grocer, Core-Mark. In January 2021, we renewed and extended for another five years a supply contract with Core-Mark. If Core-Mark is unable to fulfill its obligations under our contract, alternative suppliers that we could use in the event of a disruption may not be immediately available or offer merchandise on similar commercial terms. A disruption in supply could have a material effect on our business, financial condition, results of operations and cash flows.
Changes in credit card expenses could reduce our profitability, especially on gasoline.
A significant portion of our retail sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins. Higher gasoline prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on gasoline purchases that are more expensive as a result of higher gasoline prices are not necessarily accompanied by higher gross margins. In fact, such fees may cause lower profitability. Lower income on gasoline sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Walmart continues to be a key relationship with regard to our Murphy USA network.
At December 31, 2024, most of our Murphy branded stores were located in close proximity to Walmart Supercenter stores and we participate in the Walmart+ program. Therefore, our relationship with Walmart, the continued goodwill of Walmart and the integrity of Walmart’s brand name in the retail marketplace are all important drivers for our business. Any deterioration in our relationship with Walmart could have an adverse effect on operations of the stores that are branded Murphy USA and participate in a discount. In addition, our competitive posture could be weakened by negative changes at Walmart. Many of our Company stores benefit from customer traffic generated by Walmart retail stores, and if the customer traffic through these host stores decreases due to the economy or for any other reason, our sales could be materially and adversely affected.
17
Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.
Our owned properties that were purchased from Walmart are subject to Easements with Covenants and Restrictions Affecting Land (the “ECRs”) between us and Walmart. The ECRs impose customary restrictions on the use of our properties, which Walmart has the right to enforce. The ECRs also provide that if we propose to sell a fueling store property or any portion thereof (other than in connection with the sale of all or substantially all of our properties that were purchased from Walmart or in connection with a bona fide financing), Walmart has a right of first refusal to purchase such property or portion thereof on similar terms. Subject to certain exceptions (including a merger in which we participate, the transfer of any of our securities or a change in control of us), if we market for sale to a third party all or substantially all of our properties that were purchased from Walmart, or if we receive an unsolicited offer to purchase such properties that we intend to accept, we are required to notify Walmart. Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase such properties. If Walmart makes such an offer, for a period of one year we will generally only be permitted to accept third-party offers where the net consideration to us would be greater than that offered by Walmart.
The ECRs also prohibit us from transferring all or substantially all of our fueling store properties that were purchased from Walmart to a “competitor” of Walmart, as reasonably determined by Walmart. The term “competitor” is generally defined in the ECRs as an entity that owns, operates or controls grocery stores or supermarkets, wholesale club operations similar to that of a Sam’s Club, discount department stores or other discount retailers similar to any of the various Walmart store prototypes or pharmacy or drug stores.
Similarly, some of our leased properties are subject to certain rights retained by Walmart. Our master lease agreement states that if Murphy Oil USA, Inc. is acquired or becomes party to any merger or consolidation that results in a material change in the management of the stores, Walmart will have the option to purchase the stores at fair market value. The master lease also prohibits us from selling all or any portion of a store without first offering to sell all or such portion to Walmart on the same terms and conditions. These provisions may restrict our ability to conduct our business on the terms and in the manner we consider most favorable and may adversely affect our future growth.
The current level of revenue that is generated from RINs may be highly variable.
Murphy USA's business is impacted by its ability to generate revenues from capturing and subsequently selling Renewable Identification Numbers ("RINs"), a practice enabled through the blending of petroleum-based fuels with renewable fuels. The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action and market dynamics. In 2024, the market price continued to fluctuate but was lower on average than the prior year. Variations in the market price of RINs can also have an impact on our cost of goods sold for petroleum products, which can be positive or negative depending on the movement of the market prices of RINs. Although a decline in the market prices could have a material impact on the Company's revenues, Murphy USA's business model is not dependent on its ability to generate revenues from this portion of other operating income.
Current litigation and future rule making could impact the Renewable Fuel Standard ("RFS") program. The RFS program is the regulatory means by which the federal government requires the introduction of an increasing amount of renewable fuel into the fuel supply. As it is, refiners are obligated to obtain—either by blending biofuels into petroleum-based fuels or through purchase on the open market—and then retire with the federal government RINs to satisfy their individual obligations. On June 21, 2023, the EPA announced a final rule to establish biofuel volume requirement and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023-2025. The rule includes steady growth of biofuels for use in the United States' fuel supply for 2023, 2024, and 2025, however the projected growth of Renewable Diesel production could outstrip the statutory mandated biofuel blending requirements. If so, the number of renewable credits available could outpace the demand, resulting in lower prices.
We could be adversely affected if we are not able to attract and retain qualified personnel.
We are dependent on our ability to attract and retain qualified personnel. If, for any reason, we are not able to attract and retain qualified personnel, our business, financial condition, results of operations and cash flows could be adversely affected.
18
Capital financing may not always be available to fund our activities.
We usually must spend and risk a significant amount of capital to fund our activities. Although most capital needs are funded from operating cash flow, the timing of cash flows from operations and capital funding needs may not always coincide, and the levels of cash flow may not fully cover capital funding requirements.
From time to time, we may need to supplement our cash generated from operations with proceeds from financing activities. We have entered into a credit facility to provide us with available financing for working capital and other general corporate purposes. This credit facility is intended to meet any ongoing cash needs in excess of internally generated cash flows. Uncertainty and volatility in financial markets may materially impact the ability of the participating financial institutions to fund their commitments to us under our credit facility. Accordingly, we may not be able to obtain the full amount of the funds available under our credit facility to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position.
Risks Relating to Our Industry
We operate in a highly competitive industry, which could adversely affect us in many ways, including our profitability, our ability to grow, and our ability to manage our businesses.
We operate in the oil and gas industry and experience intense competition from other independent retail and wholesale gasoline marketing companies. The U.S. petroleum marketing business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete with other chains of retail fuel stores for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on the basis of convenience and consumer appeal. In addition, we may also face competition from other retail fueling stores that adopt marketing strategies similar to ours by associating with non-traditional retailers, such as supermarkets, discount club stores and hypermarkets, particularly in the geographic areas in which we operate. We expect that our industry will continue to trend toward this model, resulting in increased competition to us over time. Moreover, because we do not produce or refine any of the petroleum or other refined products that we market, we compete with retail gasoline companies that have ongoing supply relationships with affiliates or former affiliates that manufacture refined products. We also compete with integrated companies that have their own production and/or refining operations that are at times able to offset losses from marketing operations with profits from producing or refining operations and may be better positioned to withstand periods of depressed retail margins or supply shortages. In addition, we compete with other retail and wholesale gasoline marketing companies that have more extensive retail outlets and greater brand name recognition. Some of our competitors have been in existence longer than we have and have greater financial, marketing and other resources than we do. As a result, these competitors may have a greater ability to bear the economic risks inherent in all phases of our business and may be able to respond better to changes in the economy and new opportunities within the industry. Such competition could adversely affect us, including our profitability, our ability to grow and our ability to manage our business.
In addition, the retail gasoline industry in the United States is highly competitive due to ease of entry and constant change in the number and type of retailers offering similar products and services. With respect to merchandise, our retail stores compete with other convenience store chains, independently owned convenience stores, supermarkets, drugstores, discount clubs, gasoline service stores, mass merchants, fast food operations and other similar retail outlets. Non-traditional retailers, including supermarkets, discount club stores and mass merchants, now compete directly with retail gasoline stores. These non-traditional gasoline retailers have obtained a significant share of the gasoline market, and their market share is expected to grow, and these retailers may use promotional pricing or discounts, both at the fuel pump and in the convenience store, to encourage in-store merchandise sales and gasoline sales. In addition, some large retailers and supermarkets are adjusting their store layouts and product prices in an attempt to appeal to convenience store customers. Major competitive factors include: location, ease of access, product and service selection, gasoline brands, pricing, customer service, store appearance, cleanliness and safety. Competition from these retailers may reduce our market share and our revenues, and the resulting impact on our business and results of operations could be materially adverse.
19
Future nicotine legislation and/or regulation, potential court rulings affecting the nicotine industry, campaigns to discourage smoking, increases in nicotine taxes and wholesale cost increases of nicotine products could have a material adverse impact on our retail operating revenues and gross margin.
Sales of nicotine products have historically accounted for an important portion of our total sales of convenience store merchandise. Significant increases in wholesale costs and tax increases on nicotine products, as well as future legislation and/or regulation, potential rulings in court cases impacting the nicotine industry, and national and local campaigns to discourage the use of nicotine products in the United States, may have an adverse effect on the demand for nicotine products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes, vapor products, and new nicotine products could offset some of the recent gains we have experienced from selling these products. Local governing bodies continue to consider banning specific nicotine products and have done so in some instances. If such efforts continue to be successful, it could have a further negative impact on our nicotine sales.
Likewise, major cigarette manufacturers currently offer substantial rebates to retailers unless prohibited by state or local laws. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. These factors could materially and adversely affect our retail price of nicotine products, unit volume and sales, merchandise gross margin and overall customer traffic. Reduced sales of nicotine products or smaller gross margins on the sales we make could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Changes in consumer behavior and travel as a result of changing economic conditions, the development of alternative energy technologies or otherwise could affect our business.
In the retail gasoline industry, customer traffic is generally driven by consumer preferences and spending trends, growth rates for commercial truck traffic and trends in travel and weather. Changes in economic conditions generally, or in the regions in which we operate, could adversely affect consumer spending patterns and travel in our markets. In particular, weakening economic conditions may result in decreases in miles driven and discretionary consumer spending and travel, which affect spending on gasoline and convenience items. In addition, changes in the types of products and services demanded by consumers may adversely affect our merchandise sales and gross margin. Additionally, negative publicity or perception surrounding gasoline suppliers could adversely affect their reputation and brand image, which may negatively affect our gasoline sales and gross margin. Our success depends on our ability to anticipate and respond in a timely manner to changing consumer demands and preferences while continuing to sell products and services that remain relevant to the consumer and thus will positively impact overall retail gross margin.
Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) will reduce demand for gasoline and could otherwise change our customers' shopping habits or lead to new forms of fueling destinations or new competitive pressures. Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of “green” automobiles. Other market and social initiatives such as public and private initiatives that aim to subsidize the development of non-fossil fuel energy sources may also reduce the competitiveness of gasoline. Consequently, the increased adoption of "green" automobiles and general attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products. Reduced consumer demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our operations and earnings have been and will continue to be affected by worldwide political developments.
Many governments, including those that are members of the Organization of Petroleum Exporting Countries (“OPEC”), unilaterally intervene at times in the orderly market of petroleum and natural gas produced in their countries through such actions as setting prices, determining rates of production, and controlling who may buy and sell the production. In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase
20
petroleum usage and supply. Other governmental actions that could affect our operations and earnings include tax changes, royalty increases and regulations concerning: currency fluctuations, protection and remediation of the environment, concerns over the possibility of global warming being affected by human activity including the production and use of hydrocarbon energy, restraints and controls on imports and exports, safety, and relationships between employers and employees. As a retail gasoline marketing company, we are significantly affected by these factors. Because these and other factors are subject to changes caused by governmental and political considerations and are often made in response to changing internal and worldwide economic conditions and to actions of other governments or specific events, it is not practical to attempt to predict the effects of such factors on our future operations and earnings.
Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products.
We operate in many different locations around the United States. The occurrence of an event, including but not limited to acts of nature such as hurricanes, floods, earthquakes and other forms of severe weather, and mechanical equipment failures, industrial accidents, fires, explosions, acts of war and terrorist attacks could result in damage to our facilities, and the resulting interruption and loss of associated revenues; environmental pollution or contamination; and personal injury, including death, for which we could be deemed to be liable, and which could subject us to substantial fines and/or claims for punitive damages.
We store gasoline in storage tanks at our retail stores. Our operations are subject to significant hazards and risks inherent in storing gasoline. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, fines imposed by governmental agencies or cleanup obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Certain of our assets such as gasoline terminals and certain retail fueling stores lie near the U.S. coastline and are vulnerable to hurricane and tropical storm damages, which may result in shutdowns. The U.S. hurricane season runs from June through November, but the most severe storm activities usually occur in late summer. Moreover, it should be noted that some scientists have predicted that increasing concentrations of greenhouse gases in the earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events, which could adversely impact our operations. Although we maintain insurance for certain of these risks as described below, due to policy deductibles and possible coverage limits, weather-related risks are not fully insured.
We are subject to various environmental laws, regulations and permit requirements, which could expose us to significant expenditures, liabilities or obligations and reduce product demand.
We are subject to stringent federal, state and local environmental laws and regulations governing, among other things, the generation, storage, handling, use and transportation of petroleum products and hazardous materials; the emission and discharge of such substances into the environment; the content and characteristics of fuel products; the process safety of our facilities; and human health and safety. Pursuant to such environmental laws and regulations, we are also required to obtain permits from governmental authorities for certain of our operations. While we strive to abide by these requirements, we cannot assure you that we have been or will be at all times in compliance with such laws, regulations and permits. If we violate or fail to comply with these requirements, we could be subject to litigation, costs, fines or other sanctions. Environmental requirements, and the enforcement and interpretation thereof, change frequently and have generally become more stringent over time. Compliance with existing and future environmental laws, regulations and permits may require significant expenditures. In addition, to the extent fuel content and characteristic standards increase our wholesale purchase costs, we may be adversely affected if we are unable to recover such costs in our pricing.
We could be subject to joint and several as well as strict liability for environmental contamination, without regard to fault or the legality of our conduct. In particular, we could be liable for contamination relating to properties that we own, lease or operate or that we or our predecessors previously owned, leased or operated. Substantially all of these properties have or in the past had storage tanks to store motor fuel or
21
petroleum products. Leaks from such tanks may impact soil or groundwater and could result in substantial costs. We could also be held responsible for contamination relating to third-party sites to which we or our predecessors have sent regulated materials. In addition to potentially significant investigation and remediation costs, any such contamination, leaks from storage tanks or other releases of regulated materials can give rise to claims from governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.
Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures. As such fuel economy and GHG reduction requirements have tended to become more stringent over time, demand for our products may be adversely affected. In addition, some of our facilities are subject to GHG regulation. We are currently required to report annual GHG emissions from certain of our operations, and additional GHG emission-related requirements that may affect our business have been finalized or are in various phases of discussion or implementation. Any existing or future GHG emission requirements could result in increased operating costs and additional compliance expenses.
Our expenditures, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, product demand, reputation, results of operations and financial condition.
We rely on our technology systems and network infrastructure to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business.
We depend on our technology systems and network infrastructure to manage numerous aspects of our business and provide analytical information to management. These systems are an essential component of our business and growth strategies, and a serious disruption to them could significantly limit our ability to manage and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of data, security breaches and computer viruses, which could result in a loss of sensitive personal data, including credit and debit card information from our customers, sensitive business information, systems interruption or the disruption of our business operations. To protect against unauthorized access or attacks, we have implemented infrastructure protection technologies such as theft and disaster recovery plans, but there can be no assurance that a technology systems breach or systems failure, which may occur and go undetected, will not have a material adverse effect on our financial condition or results of operations.
Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.
Our retail operations are subject to extensive local, state and federal governmental laws and regulations relating to, among other things, the sale of alcohol, nicotine, lottery and lotto, employment conditions, including minimum wage requirements, and public accessibility requirements. The cost of compliance with these laws and regulations can have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties and costs that could adversely affect our business, financial condition, results of operations and cash flows.
In certain areas where our retail stores are located, state or local laws limit the retail stores’ hours of operation or sale of alcoholic beverages, nicotine products, possible inhalants and lottery tickets, in particular to minors. Failure to comply with these laws could adversely affect our revenues and results of operations because these state and local regulatory agencies have the power to revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies, such as the imposition of fines or other penalties.
Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows.
22
Any changes in the laws or regulations described above that are adverse to us and our properties could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Future consumer or other litigation could adversely affect our business, financial condition, results of operations and cash flows.
Our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification gasoline, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate, our business, financial condition, results of operations and cash flows could be adversely affected. For more information about our legal matters, see Note 19 “Contingencies” to the consolidated historical financial statements for the three years ended December 31, 2024 included in this Annual Report on Form 10-K. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing gasoline or merchandise at our retail stores.
Compliance with and changes in tax laws could adversely affect our performance.
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. This activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties.
Pandemics or disease outbreaks, such as COVID-19, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
Pandemics or disease outbreaks, such as COVID-19, have in the past and may in the future cause depressed demand for our fuel and convenience merchandise products because quarantines may inhibit the ability or need for our customers to shop with us. We also may experience disruptions of logistics necessary to obtain and deliver products to our stores and our customers as we rely on third parties to perform these vital functions to our business.
In addition, we could again experience issues with our workforce that limit our ability to continue to operate our stores at their normal hours of operations or experience government intervention that requires us to reduce hours or close certain locations. If a significant percentage of our workforce is unable to work, including because of illness or travel or government restrictions in connection with pandemics or disease outbreaks, our operations may be negatively impacted. In addition, pandemics or disease outbreaks could result in an economic downturn that could adversely affect the economies and financial markets, resulting in an economic downturn that could affect customers' demand for our products and services. We have had to reduce hours of operation in some stores temporarily, but this has not had a material impact on our financial results.
23
Risks Relating to Our Common Stock
The price of our common stock may fluctuate significantly and if securities or industry analysts publish unfavorable research reports about our business or if they downgrade their rating on our common stock, the price of our common stock could decline.
The price at which our common stock trades may fluctuate significantly. The trading price of our common stock could be subject to wide fluctuations in response to a number of factors, including, but not limited to:
•fluctuations in quarterly or annual results of operations, especially if they differ from our previously announced guidance or forecasts made by analysts;
•announcements by us of anticipated future revenues or operating results, or by others concerning us, our competitors, our customers, or our industry;
•our ability to execute our business plan;
•competitive environment;
•regulatory developments; and
•changes in overall stock market conditions, including the stock prices of our competitors.
Provisions in our Certificate of Incorporation and Bylaws and certain provisions of Delaware law could delay or prevent a change in control of us.
The existence of some provisions of our Certificate of Incorporation and Bylaws and Delaware law could discourage, delay or prevent a change in control of us that a stockholder may consider favorable. These include provisions:
•providing for a classified board of directors;
•providing that our directors may be removed by our stockholders only for cause;
•authorizing a large number of shares of stock that are not yet issued, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;
•prohibiting stockholders from calling special meetings of stockholders or taking action by written consent; and
•establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted on by stockholders at the annual stockholder meetings.
In addition, Certificate of Incorporation includes provisions that are similar to Section 203 of the Delaware General Corporation Law, and may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that could have resulted in a premium over the market price for shares of our common stock.
These provisions apply even if a takeover offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders’ best interests.
We may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
Our Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred
24
stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
Our Bylaws designate a state or federal court located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a preferred judicial forum for disputes with us or our directors, officers or other employees.
Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware General Corporation Law, our Certificate of Incorporation (including any certificate of designations for any class or series of our preferred stock) or our Bylaws, in each case, as amended from time to time, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act will be the federal district courts of the United States of America, to the fullest extent permitted by law. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provision. This forum selection provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable or cost-effective for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Conversely, if a court were to find our choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.
Item 1B. UNRESOLVED STAFF COMMENTS
The Company had no unresolved comments from the staff of the U.S. Securities and Exchange Commission as of December 31, 2024.
Item 1C. CYBERSECURITY
The Board of Directors (the Board) exercises cybersecurity oversight and control both directly and indirectly. The Board has designated the Audit Committee as the governing committee for the oversight of Murphy USA’s major information technology risk exposures, including those related to cybersecurity, data privacy and data security, and to oversee the steps management has taken to monitor and mitigate such risk exposures. The Audit Committee reviews cybersecurity risks through regular updates from management as needed with no fewer than two reports from management per year, and it monitors the status of ongoing projects to enhance existing information security controls and practices and mitigate the potential risk from evolving cybersecurity threats.
While the Audit Committee is responsible for evaluating cyber-risks and overseeing the management of these risks, the entire Board is briefed periodically and considers cyber-risk within the context of enterprise risk facing the organization. Our cyber risk management program is based on recognized best practices for cybersecurity and information technology including the National Institute of Standards and Technology (“NIST”) Cyber Security Framework (“CSF”) and Payment Card Industry Data Security Standard.
25
cybersecurity programs and cybersecurity risk across a mix of public and large, private enterprises in the retail space. Our CISO has over 25-years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies. Leaders and team members who support our information security program have relevant education and industry experience, including various cybersecurity industry certifications.
We utilize a variety of methods performed both internally and by third-parties to assess the Company's cyber risk management program including penetration tests, risk assessments and evaluation against the NIST CSF. The effectiveness of controls and safeguards are evaluated on an on-going basis to address current and emerging cyber-risks. We engage an external auditor to conduct an annual payment card industry data security standard review of our security controls protecting payment information. Our Internal Audit function also regularly reviews various elements of our program utilizing third-party subject matter experts in IT and cyber issues to ensure we are complying with our internal controls and staying abreast of best practices in the industry. We incorporate many resources and tools on both an ad hoc and planned cadence to maintain readiness to withstand and respond to a cyber incident including incident response tabletop exercises, system recovery exercises, simulated phishing email exercises and security awareness training throughout the organization.
Item 2. PROPERTIES
See Item 1 "Description of the Business" and "Properties" for this information in this Annual Report on Form 10-K beginning on page 2.
26
Item 3. LEGAL PROCEEDINGS
Murphy USA and its subsidiaries are engaged in a number of legal proceedings, all of which have arisen in the ordinary course of business. See Note 19 “Contingencies” in the accompanying consolidated financial statements for the three years ended December 31, 2024. Based on information currently available to the Company, the ultimate resolution of matters referred to in this item is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.
Litigation
The City of Charleston, South Carolina and the state of Delaware have filed lawsuits against energy companies, including the Company. These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. The ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined.
27
SUPPLEMENTAL INFORMATION; Information About Our Executive Officers
The age at January 1, 2025, present corporate office and length of service in office of each of the Company’s executive officers, as of December 31, 2024, are reported in the following listing. Executive officers are elected annually but may be removed from office at any time by the Board of Directors.
R. Andrew Clyde – Age 61; President and Chief Executive Officer, Director and Member of the Executive Committee since August 2013. Mr. Clyde has led Murphy USA's successful value-creation strategy since its spin-off in 2013. Mr. Clyde served Booz & Company (and prior to August 2008, Booz Allen Hamilton) in its global energy practice. He joined the firm in 1993, was elected vice president in 2000 and held leadership roles as North American Energy Practice Leader and Dallas office Managing Partner and served on the firm’s Board Nominating Committee. Mr. Clyde received a master’s degree in Management with Distinction from the Kellogg Graduate School of Management at Northwestern University. He received a BBA in Accounting and a minor in Geology from Southern Methodist University.
Mindy K. West – Age 55; Executive Vice President, Chief Operating Officer since March 2024. Prior to her current role, Ms. West served as Executive Vice President, Fuels, CFO & Treasurer since August 2013. Ms. West joined Murphy Oil in 1996 and has held positions in Accounting, Employee Benefits, Planning and Investor Relations. In 2007, she was promoted to Vice President & Treasurer for Murphy Oil. She holds a bachelor’s degree in Finance from the University of Arkansas and a bachelor’s degree in Accounting from Southern Arkansas University. She is a Certified Public Accountant (inactive) and a Certified Treasury Professional.
C. Galagher Jeff – Age 54; Executive Vice President, Chief Financial Officer since March 2024. Prior to his current role, Mr. Jeff had nearly 25 years of experience across Fortune 500 companies. From 2023 to March 2024, he was Senior Vice President, FP&A, Treasurer and Chief Transformation Officer at Dollar Tree, from 2020 to 2023, SVP of Finance at Advance Auto Parts, and from 2009 to 2020 he served at Walmart where he held various roles including CFO of Walmart.com, Finance & Strategy Lead for Walmart’s Grocery and General Merchandise Divisions, and Head of Strategy for Walmart US. He began his career in engineering for General Motors Corporation and previously worked with KPMG and Ernst & Young. Mr. Jeff received his MBA and Masters of Engineering degrees from Kellogg School of Management at Northwestern University and a bachelor’s degree in Electrical engineering from Mississippi State University.
Christopher A. Click – Age 52; Executive Vice President, Strategy, Growth and Development since March 2024. Prior to his current role, Mr. Click served as Senior Vice President, Strategy and Development since December 2020. Mr. Click joined the Company from KPMG LLP where he served as a Principal in the firm's Energy and Infrastructure Strategy practice. His previous experience includes ten years with Booz & Company (and prior to August 2008, Booz Allen Hamilton) where he served in its global energy practice and was elected Vice President in 2011. Mr. Click received a Master's degree in Management from the Kellogg Graduate School of Management at Northwestern University. He holds a bachelor of arts degree from Texas A & M University.
Robert J. Chumley – Age 60; Senior Vice President, Chief Digital Officer, since June 2022, and was Senior Vice President of Merchandising and Marketing from September 2016. Mr. Chumley joined the Company from 7-Eleven Inc., where he served as Senior Product Director, Vice President of Merchandising and Senior Vice President of Innovation. His previous experience includes Sales and Marketing leadership roles with Procter and Gamble, Coca-Cola, Kellogg's and Gillette. Mr. Chumley graduated from the Royal Military College of Canada with a Bachelors of Engineering degree. After graduation he served as a commissioned officer in the Royal Canadian Navy. Mr. Chumley also holds an MBA from Dalhousie University.
Renee M. Bacon – Age 55; Senior Vice President, Sales and Operations and Chief Merchandising Officer, since June 2022. Ms. Bacon joined Murphy USA in 2016 as Regional Vice President, Sales and Operations. In 2018, she was promoted to National Vice President, Sales and Operations and in 2019 was promoted to Senior Vice President, Sales and Operations. Ms. Bacon holds a Master of Business Administration from the University of Houston, a Doctorate of Jurisprudence from the University of Tennessee, and a Bachelor of Business Administration degree from the University of Texas at Austin.
28
Blake Segal – Age 44; Senior Vice President, QuickChek since September 2021. Mr. Segal joined the Company from Caesars Entertainment Inc., where he served as Senior Vice President of Operations. His previous roles within Caesars included Vice President of Operations and Vice President of Analytics. He also has experience as an independent advisor to Apollo Global Management's private equity unit and has served on the boards of Opportunity Village, Laughlin (NV) Tourism Commission and Mohave (AZ) Airport Authority. Mr. Segal holds a Bachelor of Science degree in Management from the A. B. Freeman School of Business at Tulane University.
Item 4. MINE SAFETY DISCLOSURES
Not applicable
29
Part II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on the New York Stock Exchange using “MUSA” as the trading symbol. There were 1,418 stockholders of record as of December 31, 2024.
The declaration and amount of any dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and other factors the board of directors deem relevant.
We are a holding company and have no direct operations. As a result, we are able to pay dividends on our common stock only from available cash on hand and distributions received from our subsidiaries. We declared and paid dividends of $1.79 per share during 2024, $1.55 per share in 2023, $1.27 per share in 2022, and we expect to continue quarterly dividend payments in the future.
The indenture governing the Senior Notes and the credit agreement governing our credit facilities and term loan contain restrictive covenants that limit, among other things, the ability of Murphy USA and the restricted subsidiaries to make certain restricted payments, which as defined under both agreements, include the declaration or payment of any dividends of any sort in respect of its capital stock and repurchase of shares of our common stock. See “Management's Discussion and Analysis of Financial Condition and Operating Results—Capital Resources and Liquidity—Debt” and Note 9 “Long-Term Debt” to the accompanying audited consolidated financial statements for the three years ended December 31, 2024 for additional information.
On December 1, 2021, our Board of Directors approved a share repurchase authorization of up to $1 billion that we began to utilize upon the completion of our 2020 $500 million share repurchase authorization. The 2021 authorization was completed in October 2023. On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. The authorization value excludes any excise tax that may be incurred. Purchases may be affected in the open market, through privately negotiated transactions, through one or more accelerated stock repurchase programs, through a combination of the foregoing or in any other manner in the discretion of management. Purchases will be made subject to available cash, market conditions and compliance with our financing arrangements at any time during the period of authorization. We may use cash from operations as well as draws under our credit facilities to effect purchases.
During the year 2024, we repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes. Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization.
30
Below is detail of the company's common share repurchases during the fourth quarter of 2024.
| Issuer Purchases of Equity Securities | |||||||||||||||||||||||
| Total Number | Approximate | ||||||||||||||||||||||
| of Shares | Dollar Value of | ||||||||||||||||||||||
| Purchased as | Shares That May | ||||||||||||||||||||||
| Total Number | Average | Part of Publicly | Yet Be Purchased | ||||||||||||||||||||
| of Shares | Price Paid | Announced Plans | Under the Plans | ||||||||||||||||||||
| Purchased | Per Share | or Programs | or Programs1 | ||||||||||||||||||||
| October 1, 2024 to October 31, 2024 | 51,840 | $ | 482.26 | 51,840 | $ | 1,037,839,808 | |||||||||||||||||
| November 1, 2024 to November 30, 2024 | 70,329 | 526.04 | 70,329 | 1,000,843,593 | |||||||||||||||||||
| December 1, 2024 to December 31, 2024 | 117,504 | 536.18 | 117,504 | 937,840,035 | |||||||||||||||||||
| Three Months Ended December 31, 2024 | 239,673 | $ | 521.54 | 239,673 | $ | 937,840,035 | |||||||||||||||||
1Terms of the repurchase plan authorized by the Murphy USA Inc. Board of Directors and announced on May 2, 2023 include authorization for the Company to acquire up to $1.5 billion of its common shares by December 31, 2028, and does not include excise tax on stock repurchase.
Equity Compensation Plan Information
The table below contains information about securities authorized for issuance under equity compensation plans. The features of these plans are discussed further in Note 12 “Incentive Plans” to our audited consolidated financial statements.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) | |||||||||||||||||
| (a) | (b) | (c) | ||||||||||||||||||
| Equity compensation plans approved by security holders | 444,795 | $180.68 | 1,612,373 | |||||||||||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | 444,795 | $180.68 | 1,612,373 | |||||||||||||||||
(1)Amounts in this column include outstanding restricted stock units (including performance units).
(2)Number of shares available for issuance as of December 31, 2024 under the 2023 Omnibus Incentive Compensation Plan. Assumes each restricted stock unit is equivalent to one share and each performance unit is equal to two shares.
31
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following graph presents a comparison of cumulative total shareholder returns (including the reinvestment of dividends) as if a $100 investment was made on December 31, 2019 for the Company, the Standard and Poor’s 500 Stock Index Fund (S&P 500 Index) and the S&P Retail Select Index. This performance information is “furnished” by the Company and is not considered as “filed” with this Annual Report on Form 10-K and is not incorporated into any document that incorporates this Annual Report on Form 10-K by reference.
Murphy USA Inc.
Comparison of Cumulative Shareholder Returns
Shareholder Return Performance Table
| Murphy USA Inc. | S&P 500 Index | S&P Retail Select Index | |||||||||||||||
| December 31, 2019 | $ | 100 | $ | 100 | $ | 100 | |||||||||||
| December 31, 2020 | $ | 112 | $ | 116 | $ | 140 | |||||||||||
| December 31, 2021 | $ | 172 | $ | 148 | $ | 199 | |||||||||||
| December 31, 2022 | $ | 242 | $ | 119 | $ | 134 | |||||||||||
| December 31, 2023 | $ | 311 | $ | 148 | $ | 160 | |||||||||||
| December 31, 2024 | $ | 439 | $ | 182 | $ | 177 | |||||||||||
Item 6. RESERVED
32
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis” or "MD&A") is the Company’s analysis of its financial performance and of significant trends that may affect future performance. It should be read in conjunction with the consolidated financial statements and notes included in this Annual Report on Form 10-K. This section of this Form 10-K generally discusses 2024 and 2023 items and the year-to-year comparison between 2024 and 2023. Discussions of 2022 items and the year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in the Form 10-K for the year ended December 31, 2023, filed on February 16, 2024.
For purposes of this Management’s Discussion and Analysis, references to “Murphy USA”, the “Company”, “we”, “us”, and "our" refer to Murphy USA Inc. and its subsidiaries on a consolidated basis.
Management’s Discussion and Analysis is organized as follows:
•Executive Overview — This section provides an overview of our business and the results of operations and financial condition for the periods presented. It includes information on the basis of presentation with respect to the amounts presented in the Management’s Discussion and Analysis and a discussion of the trends affecting our business.
•Results of Operations — This section provides an analysis of our results of operations, including the results of our operating segment for the two years ended December 31, 2024.
•Capital Resources and Liquidity — This section provides a discussion of our financial condition and cash flows as of and for the two years ended December 31, 2024. It also includes a discussion of our capital structure and available sources of liquidity.
•Critical Accounting Policies — This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.
Executive Overview
Our Business
The Company owns and operates a chain of retail stores that market gasoline and other merchandise under the brand names of Murphy USA® and Murphy Express, most of which are located in close proximity to Walmart stores, principally in the Southeast, Midwest and Southwest areas of the United States. We also have a mix of convenience stores and retail gasoline stores in New Jersey and New York that operate under the QuickChek® brand, comprising our Northeast region. At December 31, 2024, we had a total of 1,757 Company stores in 27 states, of which 1,601 were Murphy branded and 156 were under the QuickChek brand. We also market petroleum products to unbranded wholesale customers through a mixture of Company-owned and third-party terminals.
Basis of Presentation
Murphy USA was incorporated in March 2013, and until the separation from Murphy Oil Corporation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities or commitments. The financial information presented in this Management's Discussion and Analysis is derived from the consolidated financial statements of Murphy USA Inc. and its subsidiaries for all periods presented. Our QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks. For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024. For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023. The difference in the timing of the period ends is immaterial to the overall consolidated results.
33
Trends Affecting Our Business
Our operations are significantly impacted by the gross margins we receive on our fuel and merchandise sales. The fuel gross margins are commodity-based, change daily and are volatile. While we generally expect our volumes and gross margins to remain stable in a normalized environment, they can change rapidly due to many factors. These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply, overall demand, prices of crude oil, interruptions in our fuel and merchandise supply chain caused by severe weather or pandemics, the effects from pandemics such as travel restrictions and stay-at-home orders imposed during a pandemic, new or changing legislation around nicotine products and e-cigarettes as well as fuel economy and vehicle emission standards, severe refinery mechanical failures for an extended period of time, cyber-attacks against the Company or our vendors, changing economic conditions that lower consumer purchasing power such as inflation, and competition in the local markets in which we operate.
The cost of our main fuel products, gasoline and diesel, is greatly impacted by the cost of crude oil in the United States. Historically, a rising price environment for crude oil increases the Company’s cost for wholesale fuel products purchased, which in turn increases retail fuel prices. Rising prices can cause consumers to reduce discretionary fuel consumption, however our low-price model can also serve as a hedge to draw new customers which can offset the potential loss of discretionary volumes. Crude oil prices in 2024 experienced less volatility during the year with prices ranging from $67 per barrel to $88 per barrel, with an average price of $77 per barrel, compared to prices in 2023 that ranged from $67 per barrel to $94 per barrel with an average of $78 per barrel. Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 30.5 cpg in 2024, compared to 31.4 cpg in 2023.
Our revenues are impacted by the ability to leverage our diverse supply infrastructure in pursuit of obtaining the lowest cost of fuel supply available; for example, activities such as blending bulk fuel with renewable fuels (ethanol and bio-diesel) to capture and subsequently sell RINs. Under the Energy Policy Act of 2005, the EPA is authorized to set annual quotas establishing the percentage of motor fuels consumed in the United States that must be attributable to renewable fuels. Obligated parties are required to demonstrate that they have met any applicable quotas by submitting a certain number of RINs to the EPA. RINs in excess of the set quota can be sold in a market for RINs at then-prevailing prices. The market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action. On June 21, 2023, EPA announced a final rule to establish biofuel volume requirements and associated percentage standards for cellulosic biofuel, biomass-based diesel, advanced biofuel, and total renewable fuel for 2023 to 2025. The rule includes steady growth of biofuels for use in the United States' fuel supply for 2023, 2024, and 2025, however the projected growth of Renewable Diesel production could outstrip the statutory mandated biofuel blending requirements. As a result, the amount of renewable credits available could outpace the demand, resulting in lower prices. Litigation and potentially changing political regimes could impact the RFS program as well as the successful completion or abandonment of planned renewable fuel production expansion. There are other market related factors that can offset the revenue received for RINs on a company-wide basis either favorably or unfavorably. The Renewable Fuel Standard ("RFS") program continues to be unpredictable and prices received by us for ethanol RINs averaged $0.59 per RIN for the year 2024 compared to $1.35 per RIN in 2023. Our business model does not depend on our ability to generate revenues from RINs, and we have historically observed that changes in revenue are typically coupled with offsetting changes in cost of goods that minimizes the majority of any revenue movement. Revenue from the sales of RINs is included in Other operating revenues in the Consolidated Statements of Income.
As of December 31, 2024, we had $1.3 billion of Senior Notes and a $386 million term loan outstanding. We believe that we will generate sufficient cash from operations to fund our ongoing operating requirements and service our debt obligations. We had additional available capacity under the committed $350 million cash flow revolving credit facility, which had $56.0 million of outstanding borrowings as of December 31, 2024. We expect to use the credit facilities to provide us with available financing to meet any short-term ongoing cash needs in excess of internally generated cash flows. To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements and other corporate initiatives. There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit
34
facilities, obtain commitments for our incremental facility, or obtain and draw upon other credit facilities. For additional information, see Significant Sources of Capital in the Capital Resources and Liquidity section.
The Company currently anticipates total capital expenditures (including land for future developments) for the full year 2025 to range from approximately $450 million to $500 million depending on how many new stores are completed. We intend to fund our capital program in 2025 primarily using operating cash flow but will supplement funding where necessary through borrowings under our revolving credit facility.
We believe that our business will continue to grow in the future as we maintain a pipeline of desirable future store locations for development. The pace of this growth is continually monitored by our management, and these plans can be altered based on operating cash flows generated and the availability of debt facilities. In addition, the Company looks to expand additional capabilities such as food and beverage within our network.
Seasonality
Our business has inherent seasonality due to the concentration of our retail stores in certain geographic areas, as well as customer behaviors during different seasons. In general, sales volumes and operating incomes are typically highest in the second and third quarters during the summer-activity months and lowest during the winter months.
Business Segments
The Company has one operating segment which is Marketing. The Marketing segment includes our retail marketing stores and product supply and wholesale assets. For operating segment information, see Note 22 “Business Segments” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024. Our QuickChek subsidiaries use a weekly retail calendar where each quarter has 13 weeks. For 2024, the QuickChek results cover the period December 30, 2023 to December 27, 2024. For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023. The difference in the timing of the period ends is immaterial to the overall consolidated results.
Results of Operations
Consolidated Results
For the year ended December 31, 2024, the Company reported net income of $502.5 million, or $24.11 per diluted share, on revenue of $20.2 billion. Net income was $556.8 million for 2023, or $25.49 per diluted share, on revenue of $21.5 billion.
A summary of the Company’s earnings by business function follows:
| Year ended December 31, | |||||||||||||||||
| (millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Marketing segment | $ | 580.2 | $ | 630.9 | $ | 740.9 | |||||||||||
| Corporate and other assets | (77.7) | (74.1) | (68.0) | ||||||||||||||
| Net income | $ | 502.5 | $ | 556.8 | $ | 672.9 | |||||||||||
Net income for 2024 decreased compared to 2023, primarily due to:
•Lower total fuel contribution;
•Higher store operating expenses, excluding payment fees;
•Higher depreciation and amortization expense;
•Higher impairment charge
35
The items below partially offset the decrease in earnings in the current period:
•Higher merchandise contribution;
•Lower income tax expense;
•Lower selling, general and administrative ("SG&A") expenses
Financial Summary of 2024 Compared to 2023
Revenues for the year ended December 31, 2024 decreased $1.3 billion, or 6.0%, compared to 2023. The decrease in revenue was primarily due to 5.8% lower average retail fuel sales prices, which decreased 19 cpg, and lower PS&W revenues, which were partially offset by a 3.1% increase in merchandise sales revenues and an increase of 0.4% in fuel sales volumes.
Cost of sales decreased $1.3 billion, or 6.7%, compared to 2023. The lower costs were primarily due to lower fuel cost, which decreased 8.6%, and was partially offset by a 2.9% increase in merchandise cost of goods sold and the 0.4% increase in fuel volumes sold.
Store and other operating expenses increased $49.8 million, or 4.9%, in 2024 due primarily to higher employee related expenses and maintenance costs at existing stores combined with increases in net new store operating expenses. On an average per store month ("APSM") basis, store operating expenses excluding payment fees and rent increased 5.4% in 2024, primarily attributable to increased employee related expenses and higher maintenance costs.
Depreciation and amortization expense in 2024 increased $19.3 million, or 8.4%, due primarily to the increased number of Murphy branded stores with larger formats and raze-and-rebuild activity during the year.
In 2024, we recorded an impairment of properties charge of $8.2 million compared to none in 2023, primarily due to competitive pressures in a few Northeast markets.
SG&A expenses for 2024 were lower by $5.1 million, or 2.1%, primarily due to a reduction in employee incentive costs, which were partially offset by higher wages and employee related costs.
The effective income tax expense rate in 2024 was approximately 22.9% compared to approximately 24.2% for 2023. The lower rate for the current year was primarily due to a discrete state tax benefit recorded in 2024.
Segment Results
Marketing
Income before income taxes in the Marketing segment for 2024 decreased $81.7 million, or 9.8%, from 2023 due primarily to lower total fuel contribution, higher store and other operating expenses, higher depreciation and amortization and an impairment charge, which were partially offset by higher merchandise contribution and decreased SG&A expenses.
36
The tables below show the results for the Marketing segment for the three years ended December 31, 2024, along with certain key metrics for the segment.
| (Millions of dollars, except revenue per same store sales (in thousands) and store counts) | Years Ended December 31, | ||||||||||||||||
| Marketing Segment | 2024 | 2023 | 2022 | ||||||||||||||
| Operating revenues | |||||||||||||||||
| Petroleum product sales | $ | 15,891.8 | $ | 17,104.4 | $ | 19,230.1 | |||||||||||
| Merchandise sales | 4,214.8 | 4,089.3 | 3,903.2 | ||||||||||||||
| Other operating revenue | 137.1 | 335.2 | 312.1 | ||||||||||||||
| Total operating revenues | 20,243.7 | 21,528.9 | 23,445.4 | ||||||||||||||
| Operating expenses | |||||||||||||||||
| Petroleum product cost of goods sold | 14,556.4 | 15,929.7 | 17,910.1 | ||||||||||||||
| Merchandise cost of goods sold | 3,381.1 | 3,285.9 | 3,136.1 | ||||||||||||||
| Store and other operating expenses | 1,064.4 | 1,014.6 | 976.5 | ||||||||||||||
| Depreciation and amortization | 229.8 | 211.9 | 204.8 | ||||||||||||||
| Impairment of properties | 8.2 | — | — | ||||||||||||||
| Selling, general and administrative | 235.4 | 240.5 | 232.5 | ||||||||||||||
| Accretion of asset retirement obligations | 3.2 | 3.0 | 2.7 | ||||||||||||||
| Total operating expenses | 19,478.5 | 20,685.6 | 22,462.7 | ||||||||||||||
| Gain (loss) on sale of assets | (4.6) | (0.7) | (0.7) | ||||||||||||||
| Income (loss) from operations | 760.6 | 842.6 | 982.0 | ||||||||||||||
| Other income (expense) | |||||||||||||||||
| Interest expense | (8.4) | (8.9) | (9.0) | ||||||||||||||
| Other nonoperating income | — | 0.2 | — | ||||||||||||||
| Total other income (expense) | (8.4) | (8.7) | (9.0) | ||||||||||||||
| Income (loss) before income taxes | 752.2 | 833.9 | 973.0 | ||||||||||||||
| Income tax expense (benefit) | 172.0 | 203.0 | 232.1 | ||||||||||||||
| Net Income (loss) from operations | $ | 580.2 | $ | 630.9 | $ | 740.9 | |||||||||||
Total nicotine sales revenue per same store sales1,2 | $ | 132.0 | $ | 127.2 | $ | 123.3 | |||||||||||
Total non-nicotine sales revenue per same store sales1,2 | 73.6 | 72.6 | 69.7 | ||||||||||||||
Total merchandise sales revenue per same store sales1,2 | $ | 205.6 | $ | 199.8 | $ | 193.0 | |||||||||||
12023 and 2022 amounts not revised for 2024 raze-and-rebuild activity (see SSS definition below) | |||||||||||||||||
2Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) | |||||||||||||||||
| Store count at end of period | 1,757 | 1,733 | 1,712 | ||||||||||||||
| Total store months during the period | 20,632 | 20,535 | 20,172 | ||||||||||||||
Average Per Store Month ("APSM") metric includes all stores open through the date of the calculation, including stores acquired during the period.
Same store sales ("SSS") metric includes aggregated individual store results for all stores open throughout both periods presented. For all periods presented, the store must have been open for the entire calendar year to be
37
included in the comparison. Remodeled stores that remained open or were closed for just a very brief time (less than a month) during the period being compared remain in the same store sales calculation. If a store is replaced either at the same location (raze-and-rebuild) or relocated to a new location, it will be excluded from the calculation during the period it is out of service. Newly constructed stores do not enter the calculation until they are open for each full calendar year for the periods being compared (open by January 1, 2023, for the stores being compared in the 2024 versus 2023 comparison). Acquired stores are not included in the calculation of same stores for the first 12 months after the acquisition. When prior period SSS volumes or sales are presented, they have not been revised for current year activity for raze-and-rebuilds, asset acquisitions and asset dispositions.
Fuel
| Twelve Months Ended December 31, | |||||||||||||||||
| Key Operating Metrics | 2024 | 2023 | 2022 | ||||||||||||||
| Total retail fuel contribution ($ Millions) | $ | 1,356.7 | $ | 1,324.0 | $ | 1,405.0 | |||||||||||
| Total PS&W contribution ($ Millions) | (16.6) | (144.9) | (80.8) | ||||||||||||||
| RINs (included in Other operating revenues on Consolidated Statements of Income) ($ Millions) | 129.6 | 328.6 | 305.8 | ||||||||||||||
| Total fuel contribution ($ Millions) | $ | 1,469.7 | $ | 1,507.7 | $ | 1,630.0 | |||||||||||
| Retail fuel volume - chain (Million gal) | 4,820.8 | 4,803.7 | 4,751.5 | ||||||||||||||
Retail fuel volume - per store (K gals APSM)1 | 240.6 | 242.0 | 244.6 | ||||||||||||||
Retail fuel volume - per store (K gal SSS)2 | 237.6 | 237.8 | 240.9 | ||||||||||||||
| Total fuel contribution (cpg) | 30.5 | 31.4 | 34.3 | ||||||||||||||
| Retail fuel margin (cpg) | 28.1 | 27.6 | 29.6 | ||||||||||||||
| PS&W including RINs contribution (cpg) | 2.4 | 3.8 | 4.7 | ||||||||||||||
1APSM metric includes all stores open through the date of calculation | |||||||||||||||||
22023 and 2022 amounts not revised for 2024 raze-and-rebuild activity | |||||||||||||||||
The reconciliation of the total fuel contribution to the Consolidated Statements of Income is as follows:
| Twelve Months Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Petroleum product sales | $ | 15,891.8 | $ | 17,104.4 | $ | 19,230.1 | |||||||||||
| Less Petroleum product cost of goods sold | (14,556.4) | (15,929.7) | (17,910.1) | ||||||||||||||
| Plus RINs and other (included in Other Operating Revenues line) | 134.3 | 333.0 | 310.0 | ||||||||||||||
| Total fuel contribution | $ | 1,469.7 | $ | 1,507.7 | $ | 1,630.0 | |||||||||||
38
Merchandise
| Twelve Months Ended December 31, | |||||||||||||||||
| Key Operating Metrics | 2024 | 2023 | 2022 | ||||||||||||||
| Total merchandise contribution ($ Millions) | $ | 833.7 | $ | 803.4 | $ | 767.1 | |||||||||||
| Total merchandise sales ($ Millions) | $ | 4,214.8 | $ | 4,089.3 | $ | 3,903.2 | |||||||||||
Total merchandise sales ($K SSS)1,2 | $ | 205.6 | $ | 199.8 | $ | 193.0 | |||||||||||
| Merchandise unit margin (%) | 19.8 | % | 19.7 | % | 19.7 | % | |||||||||||
Nicotine contribution ($K SSS)1,2 | $ | 19.4 | $ | 18.4 | $ | 17.7 | |||||||||||
Non-nicotine contribution ($K SSS)1,2 | $ | 21.6 | $ | 21.3 | $ | 20.2 | |||||||||||
Total merchandise contribution ($K SSS)1,2 | $ | 41.0 | $ | 39.7 | $ | 37.9 | |||||||||||
12023 and 2022 amounts not revised for 2024 raze-and-rebuild activity | |||||||||||||||||
2Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) | |||||||||||||||||
Same store sales information compared to APSM metrics:
| Variance from prior year periods | ||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||
SSS1 | APSM2 | SSS1 | APSM2 | SSS1 | APSM2 | |||||||||||||||||||||||||||||||||
| Fuel gallons per month | (1.1) | % | (0.6) | % | (1.8) | % | (1.0) | % | 5.4 | % | 6.6 | % | ||||||||||||||||||||||||||
| Merchandise sales | 2.3 | % | 2.6 | % | 2.7 | % | 2.9 | % | 2.9 | % | 3.7 | % | ||||||||||||||||||||||||||
| Nicotine sales | 4.3 | % | 3.8 | % | 3.5 | % | 2.9 | % | 2.9 | % | 2.3 | % | ||||||||||||||||||||||||||
| Non-nicotine sales | (1.0) | % | 0.4 | % | 1.4 | % | 3.1 | % | 3.1 | % | 6.3 | % | ||||||||||||||||||||||||||
| Merchandise margin | 2.7 | % | 3.3 | % | 3.0 | % | 2.9 | % | 5.1 | % | 6.8 | % | ||||||||||||||||||||||||||
| Nicotine margin | 7.3 | % | 6.1 | % | 4.3 | % | 2.7 | % | 5.5 | % | 4.2 | % | ||||||||||||||||||||||||||
| Non-nicotine margin | (1.0) | % | 0.8 | % | 1.9 | % | 3.8 | % | 4.7 | % | 9.6 | % | ||||||||||||||||||||||||||
1Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) | ||||||||||||||||||||||||||||||||||||||
2Includes all activity associated with our loyalty program(s) | ||||||||||||||||||||||||||||||||||||||
Financial Summary of 2024 Compared to 2023
The Marketing segment had total revenues of $20.2 billion in 2024 compared to $21.5 billion in 2023, a decrease of $1.3 billion, due primarily to a lower average retail fuel sales price and lower PS&W revenues, which were partially offset by higher merchandise sales revenue and an increase in fuel volumes sold. Revenue amounts included excise taxes collected and remitted to government authorities of $2.3 billion in both 2024 and 2023.
Total fuel contribution for the year ended December 31, 2024 decreased $38.0 million, or 2.5%, compared to 2023. This reduction was primarily due to lower contribution from PS&W margins, and was partially offset by higher retail fuel contribution and fuel volumes sold for the year. Retail fuel margin on a cpg basis increased 1.8% in 2024 to 28.1 cpg, compared to 27.6 cpg in the prior year. Total retail fuel volumes increased 0.4%, while fuel sales on an SSS basis decreased 1.1%. Total PS&W contribution including RINs decreased by $70.7 million in the current year, primarily due to timing and pricing impacts related to market
39
conditions. During 2024, other operating revenue included the sales of 221.4 million RINs compared to the 242.7 million of sales in 2023.
Merchandise sales were up 3.1% in 2024 to $4.2 billion compared to $4.1 billion in 2023 primarily due to higher retail prices across the chain in most categories and an increased number of stores with larger formats. Total merchandise contribution in 2024 increased $30.3 million, or 3.8%, to $833.7 million compared to $803.4 million in 2023. Merchandise unit margins increased to 19.8% in 2024 from 19.7% in 2023. On an SSS basis, total merchandise sales were up 2.3%, due to a 4.3% increase in nicotine product sales partially offset by a 1.0% decline in non-nicotine product sales. Total merchandise contribution dollars on a SSS basis improved 2.7%, with an increase of 7.3% in nicotine product margins and was partially offset by a 1.0% decrease in non-nicotine product margins.
Store and other operating expenses increased $49.8 million, or 4.9%, in 2024 compared to 2023 levels. This increase was due primarily to higher employee related expenses and maintenance costs at existing stores combined with net new store operating expenses. On an APSM basis, expenses applicable to store OPEX excluding payment fees and rent increased 5.4% in 2024 compared to 2023, primarily due to employee related expenses and maintenance costs.
Depreciation and amortization expense increased $17.9 million in 2024, an increase of 8.4%. This was due primarily to the increased number of new larger store formats for Murphy branded stores combined with raze-and-rebuild activities in the 2024 period.
SG&A expenses decreased $5.1 million in 2024 compared to 2023, primarily due to lower incentive costs, partially offset by higher employee related expenses and other professional fees.
Corporate and Other Assets
Loss from continuing operations for Corporate and other assets in 2024 was $77.7 million, compared to a loss of $74.1 million in 2023. The $3.6 million increase from the previous year was mainly due to $1.4 million more in depreciation and amortization expense and a $2.5 million reduction in the income tax benefit attributable to the period over period tax rate reduction, which was partially offset by $0.8 million less in net interest expense.
Non-GAAP Measures
The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2024. EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisitions, and other non-operating (income) expense). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).
We use Adjusted EBITDA in our operational and financial decision-making, believing that the measure is useful to eliminate certain items in order to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. Adjusted EBITDA is also used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. We believe that the presentation of Adjusted EBITDA provides useful information to investors because it allows understanding of a key measure that we evaluate internally when making operating and strategic decisions, preparing our annual plan, and evaluating our overall performance. However, non-GAAP measures are not a substitute for GAAP disclosures, and EBITDA and Adjusted EBITDA may be prepared differently by us than by other companies using similarly titled non-GAAP measures.
40
The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as follows:
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Net income | $ | 502.5 | $ | 556.8 | $ | 672.9 | |||||||||||
| Income tax expense (benefit) | 149.1 | 177.6 | 210.9 | ||||||||||||||
| Interest expense, net of investment income | 90.7 | 91.6 | 82.3 | ||||||||||||||
| Depreciation and amortization | 248.0 | 228.7 | 220.4 | ||||||||||||||
| EBITDA | $ | 990.3 | $ | 1,054.7 | $ | 1,186.5 | |||||||||||
| Impairment of properties | 8.2 | — | — | ||||||||||||||
| Accretion of asset retirement obligations | 3.2 | 3.0 | 2.7 | ||||||||||||||
| (Gain) loss on sale of assets | 4.5 | 0.8 | (2.1) | ||||||||||||||
| Acquisition related costs | — | — | 1.5 | ||||||||||||||
| Other nonoperating (income) expense | 0.6 | — | 2.3 | ||||||||||||||
| Adjusted EBITDA | $ | 1,006.8 | $ | 1,058.5 | $ | 1,190.9 | |||||||||||
Capital Resources and Liquidity
Significant Sources of Capital
As of December 31, 2024, we had $47.0 million of cash and cash equivalents. Our cash management policy provides that cash balances in excess of a certain threshold may be reinvested in certain types of low-risk investments. We have a committed cash flow revolving credit facility (the "Revolving Facility") of $350 million, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein. Additional borrowing capacity under the Revolving Facility may be extended at our request and with the consent of the participating lenders. As of December 31, 2024, there was $56.0 million of outstanding borrowings under our Revolving Facility reported in Long-term debt in the Consolidated Balance Sheet. The Revolving Facility was undrawn at December 31, 2023.
We also have a shelf registration on file with the SEC for an indeterminate amount of debt and equity securities for future issuance, subject to our internal limitations on the amount of debt to be issued under this shelf registration statement.
We believe our existing cash on hand and future borrowing capacity of our existing facilities is adequate to fund not only our operations, but also our anticipated near-term and long-term funding requirements, including capital spending programs, execution of announced share repurchase programs, potential dividend payments, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.
Operating Activities
Net cash provided by operating activities was $847.6 million for the year ended December 31, 2024 and was $784.0 million in 2023, an increase of $63.6 million, or 8.1%. The increase was mainly due to an increase in the amount of cash provided from changes in noncash working capital in 2024 of $74.9 million, increased depreciation of $19.3 million and higher deferred and noncurrent tax charges of $12.0 million, partially offset by a decrease in net income of $54.3 million in 2024.
41
For the current year, operating cash provided by changes in non-cash operating working capital of $32.8 million was due to a decrease of $65.4 million in accounts receivable due to the timing of receipts, an increase of $34.6 million in income taxes payable due in part to phase-out of federal bonus depreciation resulting in higher current tax expense and the timing of estimated tax payments, and was partially offset by an increase of $60.2 million in inventories due to higher prices and volumes, a decrease of $3.9 million in accounts payable and accrued liabilities which was due to the timing of payments and an increase of $3.1 million in prepaid expenses. See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.
Investing Activities
For the year ended December 31, 2024, cash required by investing activities was $445.8 million compared to cash required by investing activities of $323.6 million in 2023. The increase in cash required by investing activities of $122.2 million compared to the previous year was primarily due to the increase in capital expenditures of $122.5 million and lower proceeds from the sale of assets of $0.4 million. The increase in cash required by investing activities was partially offset by the cash required for other investing activities which were lower by $0.4 million and the change in redemptions of marketable securities net of new investments of $0.3 million.
Financing Activities
Financing activities in the year ended December 31, 2024 required net cash of $472.6 million compared to net cash required of $403.1 million in 2023. The $69.5 million increase in financing cash required was due to an increase of $112.5 million in share repurchases, an increase of $9.3 million in amounts related to share-based compensation, and an increase of $3.4 million in cash dividends paid. During 2024 there were net borrowings of $40.3 million compared to net repayments of borrowings of $15.4 million in 2023.
Dividends
The Company paid dividends of $1.79 per common share during 2024 for total payments of $36.8 million, compared to $1.55 per common share, or $33.4 million in 2023. As part of our capital allocation strategy, the Company's intention is to deliver targeted double-digit growth in the per share dividend over time.
On February 13, 2025, the Board of Directors declared a quarterly cash dividend of $0.49 per common share, or $1.96 per share on an annualized basis. The dividend is payable on March 5, 2025, to shareholders of record as of February 24, 2025.
Share Repurchase Program
On December 1, 2021, our Board of Directors approved a share repurchase authorization of up to $1 billion, that we began to utilize upon the completion of our 2020 $500 million share repurchase authorization. The 2021 authorization was completed in October 2023. On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028. The authorization value excludes any excise tax that may be incurred. Purchases may be effected in the open market, through privately negotiated transactions, through one or more accelerated stock repurchase programs, through a combination of the foregoing or in any other manner in the discretion of management. Purchases will be made subject to available cash, market conditions and compliance with our financing arrangements at any time during the period of authorization. We may use cash from operations as well as draws under our credit facilities to effect purchases.
During the year 2024, the Company repurchased a total of 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes. Repurchases in 2024 were made pursuant to our $1.5 billion 2023 authorization. As of December 31, 2024, we had approximately $937.8 million remaining under our 2023 authorization.
42
Debt
Our long-term debt at December 31, 2024 and 2023 was as set forth below:
| December 31, | ||||||||||||||
| (Millions of dollars) | 2024 | 2023 | ||||||||||||
5.625% senior notes due 2027 (net of unamortized discount of $0.9 at 2024 and $1.3 at 2023) | $ | 299.1 | $ | 298.7 | ||||||||||
4.75% senior notes due 2029 (net of unamortized discount of $3.0 at 2024 and $3.6 at 2023) | 497.0 | 496.4 | ||||||||||||
3.75% senior notes due 2031 (net of unamortized discount of $3.8 at 2024 and $4.4 at 2023) | 496.2 | 495.6 | ||||||||||||
| Term loan due 2028 (effective interest rate of 6.44% at 2024 and 7.23% at 2023) net of unamortized discount of $0.4 at 2024 and $0.6 at 2023 | 385.6 | 389.4 | ||||||||||||
Revolving credit facility, due 2026 (weighted average interest rate of 7.55% at December 31, 2024 | 56.0 | — | ||||||||||||
Capitalized lease obligations, autos and equipment, due through 2028 | 3.2 | 3.1 | ||||||||||||
| Capitalized lease obligations, buildings, due through 2059 | 116.5 | 123.6 | ||||||||||||
| Unamortized debt issuance costs | (5.2) | (7.1) | ||||||||||||
| Total long-term debt | 1,848.4 | 1,799.7 | ||||||||||||
| Less current maturities | 15.7 | 15.0 | ||||||||||||
| Total long-term debt, net of current | $ | 1,832.7 | $ | 1,784.7 | ||||||||||
Senior Notes
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 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 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. The Senior Notes are structurally subordinated to all of the existing and
43
future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes.
Revolving Credit Facility and Term Loan
Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.
The credit agreement provides for a senior secured term loan in an aggregate principal amount of $400 million (the “Term Facility”) (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $350 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”). The outstanding balance of the term loan was $386 million at December 31, 2024. The term loan is due January 2028, and we are required to make quarterly principal payments of $1 million, which began on July 1, 2021. As of December 31, 2024, we had $56.0 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:
•the term secured overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);
or
•the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00% per annum,
plus, (A) in the case of Adjusted Term SOFR Rate borrowings, a spread of 1.75% per annum and (B) in the case of Alternate Base Rate borrowings, a spread of 0.75% per annum.
Interest payable on the Revolving Facility is based on either:
•the term secured overnight financing rate, plus 0.10% credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0% floor;
or
•the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted SOFR Rate plus 1.00% per annum,
plus, (A) in the case of Adjusted SOFR Rate borrowings, 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. Murphy USA is also required to prepay the Term Facility with a portion of its excess cash flow, a portion of the net cash proceeds of certain asset sales and casualty events (subject to certain reinvestment rights) and the net cash proceeds of issuances of indebtedness not permitted under the Credit Agreement. The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs.
44
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 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. The Credit Agreement also contains customary events of default.
Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0, could be limited. At December 31, 2024, our total leverage ratio was 1.80 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 $119.6 million, or 4.5% of consolidated net tangible assets over the life of the credit agreement.
All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party to the guarantee and collateral agreement in respect thereof.
Supplemental Guarantor Financial Information
The following is a description of the guarantees with respect to the Senior Notes and the Credit Facilities, for which MOUSA is primary obligor, and for which the Company and certain subsidiaries provide full and unconditional guarantees on a joint and several basis. See "—Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below. See also Note 9 "Long-Term Debt" in the accompanying consolidated financial statements for the three years ended December 31, 2024.
The Senior Notes and related guarantees rank equally with all of our and the guarantors’ existing and future senior unsecured indebtedness and effectively junior to our and the guarantors’ existing and future secured indebtedness (including indebtedness with respect to the Credit Facilities) to the extent of the value of the assets securing such indebtedness. The Senior Notes and related guarantees are structurally subordinated to all of the existing and future third-party liabilities, including trade payables, of our existing and future subsidiaries that do not guarantee the notes.
All obligations under the Credit Facilities are guaranteed by the Company and the same subsidiary guarantors that guarantee the Senior Notes. All obligations under the Credit Facilities, including the guarantees of those obligations, are secured by certain assets of the Company, MOUSA, and the other guarantors.
The combined assets, liabilities and results of operations of MOUSA and the guarantors are not materially different from corresponding amounts presented in the consolidated financial statements included herein. MOUSA is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 2024 and accounted for the vast majority of our total assets as of December 31, 2024. In the event MOUSA itself were unable to service the Company's consolidated debt obligations, our business and financial condition would be materially adversely impacted.
45
Contractual Obligations
The following table summarizes our aggregate contractual fixed and variable obligations as of December 31, 2024.
| (Millions of dollars) | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | |||||||||||||||||||||||||||
Debt obligations 1 | $ | 1,861.7 | $ | 15.7 | $ | 387.7 | $ | 894.5 | $ | 563.8 | ||||||||||||||||||||||
| Operating lease obligations | 898.2 | 59.9 | 118.9 | 114.5 | 604.9 | |||||||||||||||||||||||||||
Purchase obligations 2 | 545.4 | 501.6 | 26.2 | 14.0 | 3.6 | |||||||||||||||||||||||||||
| Asset retirement obligations | 164.8 | — | — | — | 164.8 | |||||||||||||||||||||||||||
| Other long-term obligations, including interest on long-term debt | 378.4 | 81.0 | 150.0 | 99.1 | 48.3 | |||||||||||||||||||||||||||
| Total | $ | 3,848.5 | $ | 658.2 | $ | 682.8 | $ | 1,122.1 | $ | 1,385.4 | ||||||||||||||||||||||
1For additional information, see Note 9 “Long-Term Debt” in the accompanying audited consolidated financial statements. | ||||||||||||||||||||||||||||||||
2Primarily includes ongoing new retail store construction in progress at December 31, 2024, commitments to purchase land, take-or-pay supply contracts and other services. See Note 18 “Commitments” in the audited consolidated financial statements for the year ended December 31, 2024. | ||||||||||||||||||||||||||||||||
Capital Spending
Capital spending and investments in our Marketing segment relate primarily to the acquisition of land and the construction of new Company stores. Our Marketing capital is also deployed to improve our existing stores, which we refer to as maintenance capital. We use maintenance capital in this business as needed to ensure reliability and continued performance of our stores. We also invest in our Corporate and other assets segment which is primarily technology related.
The following table outlines our capital spending and investments by category for the three years ended December 31, 2024:
| Years Ended December 31, | ||||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | |||||||||||||||||
| Marketing: | ||||||||||||||||||||
| Company stores | $ | 390.1 | $ | 232.0 | $ | 245.7 | ||||||||||||||
| Terminals | 3.8 | 5.7 | — | |||||||||||||||||
| Maintenance capital | 70.2 | 51.8 | 33.4 | |||||||||||||||||
| Corporate and other assets | 38.9 | 54.6 | 26.7 | |||||||||||||||||
| Total | $ | 503.0 | $ | 344.1 | $ | 305.8 | ||||||||||||||
We currently expect capital expenditures for the full year 2025 to range from approximately $450 million to $500 million, including $350 million to $390 million for retail growth, approximately $65 million to $70 million for maintenance capital, with the remaining funds earmarked for other corporate investments and other strategic initiatives. See Note 18 “Commitments” in the audited consolidated financial statements for the three years ended December 31, 2024, included in this Annual Report on Form 10-K for more information.
Critical Accounting Policies
Goodwill and intangible assets
Goodwill represents the excess of the aggregate of the consideration transferred over the net assets acquired and liabilities assumed and is tested annually for impairment, or more frequently if there are indicators
46
of impairment. Acquired finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment when events or circumstances indicate that the asset group to which the intangible assets belong might be impaired. The Company revises the estimated remaining useful life of these assets when events or changes in circumstances warrant a revision. If the Company revises the useful life, the unamortized balance is amortized over the use life on a prospective basis. Indefinite-lived intangibles are tested annually for impairment, or more often if indicators warrant.
Impairment of Long-Lived Assets
Individual retail stores are reviewed for impairment periodically or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Our primary indicator that operating store assets may not be recoverable is consistent negative cash flow over a twenty-four month period for those retail stores that have been open in the same location for a sufficient period to allow for meaningful analysis of ongoing results. We also monitor other factors when evaluating retail stores for impairment, including individual store execution of operating plans and local market conditions.
When an evaluation is required, the projected future undiscounted cash flows to be generated from each retail store over its remaining economic life are compared to the carrying value of the long-lived assets of that store to determine if a write-down of the carrying value to fair value is required. When determining future cash flows associated with an individual retail store, we make assumptions about key variables such as sales volume, gross margins and expenses. Cash flows vary for each retail store year to year. Changes in market demographics, traffic patterns, competition and other factors impact the overall operations of certain of our individual retail store locations. Similar changes may occur in the future that will require us to record impairment charges. We have not made any material change in the methodology used to estimate future cash flows of retail store locations during the past three years. In 2024, we recorded an impairment charge of $8.2 million.
Our impairment evaluations are based on assumptions we deem to be reasonable. If the actual results of our retail stores are not consistent with the estimates and judgments, we have made in estimating future cash flows and determining fair values, our actual impairment losses could vary positively or negatively from our estimated impairment losses. Providing sensitivity analysis if other assumptions were used in performing the impairment evaluations is not practical due to the significant number of assumptions involved in the estimates.
Tax Matters
We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use, and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities that cannot be predicted at this time. In addition, we have received claims from various jurisdictions related to certain tax matters. Tax liabilities include potential assessments of penalty and interest amounts.
We record tax liabilities based on our assessment of existing tax laws and regulations. A contingent loss related to a transactional tax claim is recorded if the loss is both probable and estimable. The recording of our tax liabilities requires significant judgments and estimates. Actual tax liabilities can vary from our estimates for a variety of reasons, including different interpretations of tax laws and regulations and different assessments of the amount of tax due. In addition, in determining our income tax provision, we must assess the likelihood that our deferred tax assets will be recovered through future taxable income. Significant judgment is required in estimating the amount of valuation allowance, if any, that should be recorded against those deferred income tax assets. If our actual results of operations differ from such estimates or our estimates of future taxable income change, the valuation allowance may need to be revised. However, an estimate of the sensitivity to earnings that would result from changes in the assumptions and estimates used in determining our tax liabilities is not practicable due to the number of assumptions and tax laws involved, the various potential interpretations of the tax laws, and the wide range of possible outcomes. The Company is occasionally challenged by taxing authorities over the amount and/or timing of recognition of revenues and deductions in its various income tax returns. Although the Company believes it has adequate accruals for matters not resolved with various taxing authorities, gains or losses could occur in future years from changes in estimates or resolution of outstanding
47
matters. See Note 11 “Income Taxes” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024 for a further discussion of our tax liabilities.
Asset Retirement Obligations
We operate above ground and underground storage tanks at our facilities. We recognize the estimated future cost to remove these underground storage tanks (“USTs”) over their estimated useful lives. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset at the time a UST is installed. We depreciate the amount added to cost of the property and recognize accretion expense in connection with the discounted liability over the remaining life of the UST.
We have not made any material changes in the methodology used to estimate future costs for removal of a UST during the past three years. We base our estimates of such future costs on our prior experience with removal and normal and customary costs we expect to incur associated with UST removal. We compare our cost estimates with our actual removal cost experience, if any, on an annual basis, and if the actual costs we experience exceed our original estimates, we will recognize an additional liability for estimated future costs to remove the USTs. Because these estimates are subjective and are currently based on historical costs with adjustments for estimated future changes in the associated costs, the dollar amount of these obligations could change as more information is obtained. There were no material changes in our asset retirement obligation estimates during 2024, 2023, or 2022. See also Note 10 “Asset Retirement Obligation” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2024.
Business combinations
We account for business combinations using the purchase method of accounting. The purchase price of an acquisition is measured as the aggregate of the fair value of the consideration transferred. The purchase price is allocated to the fair values of the tangible and intangible assets acquired and liabilities assumed at date of acquisition, with any excess recorded as goodwill. These fair value determinations require management to make estimates which are based on all available information and may involve the use of assumptions with respect to the timing and amount of future revenues and expenses, the weighted average cost of capital, and royalty rates associated with the transaction and the assets or liabilities acquired. This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized in the period in which the adjustment amount is determined. Transaction costs associated with the acquisition are expensed as incurred.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain statements or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings and associated capital expenditures, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: our ability to continue to maintain a good business relationship with Walmart; successful execution of our growth strategy, including our ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with our newly planned stores which may be impacted by the financial health of third parties; our ability to effectively manage our inventory, manage disruptions in our supply chain and our ability to control costs; geopolitical events, such as the conflicts in the Middle East, that impact the supply and demand and price of crude oil; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic and any governmental response thereto; the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that
48
results in theft, transfer or unauthorized disclosure of customer, employee or company information or our compliance with information security and privacy laws and regulations in the event of such an incident; successful execution of our information technology strategy; reduced demand for our products due to the implementation of more stringent fuel economy and greenhouse gas reduction requirements, or increasingly widespread adoption of electric vehicle technology; future nicotine or e-cigarette legislation and any other efforts that make purchasing nicotine products more costly or difficult could hurt our revenues and impact gross margins; our ability to successfully expand our food and beverage offerings; efficient and proper allocation of our capital resources, including the timing, declaration, amount and payment of any future dividends or levels of the Company's share repurchases, or management of operating cash; the market price of the Company's stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time, the Company's cash flows from operations, and general economic conditions; compliance with debt covenants; availability and cost of credit; and changes in interest rates. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
We are exposed to market risks related to the volatility in the price of crude oil and refined products (primarily gasoline and diesel) used in our operations. These fluctuations can affect our revenues and purchases, as well as the cost of operating, investing, and financing activities. We make limited use of derivative instruments to manage certain risks related to commodity prices. The use of derivative instruments for risk management is covered by operating policies and is closely monitored by our middle-office function and the Company’s senior management.
As described in Note 14 “Financial Instruments and Risk Management” in the accompanying audited consolidated financial statements, there were short-term commodity derivative contracts in place at December 31, 2024 to hedge the purchase price of refined products. A 10% increase or decrease in the respective benchmark price of the commodities underlying these derivative contracts would have been immaterial to the Company. Changes in the fair value of these derivative contracts generally offset the changes in the value for an equivalent volume of these products.
Interest Rate Risk
We have exposure to interest rate risks related to volatility of our floating rate term loan of $386.0 million and to our revolving credit facility which had $56.0 million of outstanding borrowings at December 31, 2024. Both of these loans are tied to SOFR interest rates which can move in either direction and cause fluctuations in our interest expense recognized in any period and in our cash flows related to interest payments made. We make limited use of interest rate swaps to hedge a portion of our exposure to these rate movements. The acquisition of any interest rate derivatives is undertaken by senior management when appropriate with delegated authority from the appropriate Board level committee. A 10% increase or decrease in the interest rate would have an immaterial impact on the financial statements of the Company at December 31, 2024.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item appears on Pages F-1 through F-38, which follow the exhibit index of the Annual Report on Form 10-K.
49
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
Our management has evaluated, with the participation of our principal executive and financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) as of the end of the period covered by this report and has concluded that our disclosure controls and procedures were effective and appropriately allowed for timely decisions regarding required disclosures as of December 31, 2024.
Internal Control over Financial Reporting
The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules that generally require every company that files reports with the SEC to evaluate its effectiveness of internal controls over financial reporting.
Management has conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. Management’s report is included on page F-1 of this Annual Report on Form 10-K. KPMG LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, and their report is included on page F-4 of this Annual Report on Form 10-K.
There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of 2024 that have affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None
50
Part III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Certain information regarding executive officers of the Company is included under the caption “Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K. Other information required by this item is incorporated by reference to the Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the captions “Election of Directors” and “Committees”.
Murphy USA has adopted a Code of Business Conduct and Ethics, which can be found under the Corporate Governance tab at https://ir.corporate.murphyusa.com. Stockholders may also obtain free of charge a copy of the Code of Business Conduct and Ethics by writing to the Company’s Secretary at P.O. Box 7300, El Dorado, AR 71730-5836. Any future amendments to or waivers of the Company’s Code of Business Conduct and Ethics will be posted on the Company’s Internet Web site.
The Company has adopted insider trading policies and procedures applicable to its directors, officers, and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards. The Company's Stock Transaction Guidelines is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the captions “Compensation Discussion and Analysis” and “Compensation of Directors” and in various compensation schedules.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the captions “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management.”
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the caption “Review, Approval or Ratification of Transactions with Related Persons.”
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated by reference to Murphy USA’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders under the caption “Audit Committee Report.”
51
Part IV
Item 15. EXHIBIT and FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements – The consolidated financial statements of Murphy USA Inc. and consolidated subsidiaries are located or begin on the pages of this Annual Report on Form 10-K as indicated below.
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | |||||
| Page No. | |||||
Report of Independent Registered Public Accounting Firm (PCAOB ID | |||||
52
2. Financial Statement Schedules
All other financial statement schedules are omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits – The following is an index of exhibits that are hereby filed as indicated by asterisk (*), that are considered furnished rather than filed, or that are incorporated by reference. Exhibits other than those listed have been omitted since they either are not required or are not applicable.
Exhibit Number | Description | ||||
| 2.1 | |||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4* | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
53
| 10.6 | |||||
| 10.7 | |||||
| 10.8 | |||||
| 10.9 | |||||
| 10.10 | |||||
| 10.11 | |||||
| 10.12 | |||||
| 10.13 | |||||
| 10.14 | |||||
| 10.15 | |||||
| 10.16 | |||||
| 10.17* | |||||
| 10.18* | |||||
| 10.19* | |||||
| 10.20* | |||||
| 10.21 | |||||
| 10.22 | |||||
| 19.1* | |||||
| 21* | |||||
| 22* | |||||
| 23.1* | |||||
| 31.1* | |||||
54
| 31.2* | |||||
| 32.1* | |||||
| 32.2* | |||||
| 97.1* | |||||
| 101. INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents | ||||
| 101. SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101. CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101. DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101. LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101. PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document | ||||
* Filed herewith
† Management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
None
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MURPHY USA, Inc.
| By: | /s/ R. Andrew Clyde | Date: | February 20, 2025 | ||||||||
| R. Andrew Clyde, President | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 20, 2025 by the following persons on behalf of the registrant and in the capacities indicated.
| /s/ R. Madison Murphy | /s/ David B. Miller | |||||||
| R. Madison Murphy, Chairman and Director | David B. Miller, Director | |||||||
| /s/ R. Andrew Clyde | /s/ Jeanne L. Phillips | |||||||
| R. Andrew Clyde, President and Chief | Jeanne L. Phillips, Director | |||||||
| Executive Officer and Director | ||||||||
| (Principal Executive Officer) | ||||||||
| /s/ Claiborne P. Deming | /s/ Jack T. Taylor | |||||||
| Claiborne P. Deming, Director | Jack T. Taylor, Director | |||||||
| /s/ David L. Goebel | /s/ Rosemary Turner | |||||||
| David L. Goebel, Director | Rosemary Turner, Director | |||||||
| /s/ James W. Keyes | /s/ C. Galagher Jeff | |||||||
| James W. Keyes, Director | C. Galagher Jeff, Executive Vice President | |||||||
| and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| /s/ Diane N. Landen | /s/ Donald R. Smith, Jr. | |||||||
| Diane N. Landen, Director | Donald R. Smith, Jr., Vice President, | |||||||
| Chief Accounting Officer and Treasurer | ||||||||
| (Principal Accounting Officer) | ||||||||
56
REPORT OF MANAGEMENT- CONSOLIDATED FINANCIAL STATEMENTS
The management of Murphy USA Inc. is responsible for the preparation and integrity of the accompanying consolidated financial statements and other financial data. The statements were prepared in conformity with U.S. generally accepted accounting principles appropriate in the circumstances and include some amounts based on informed estimates and judgments, with consideration given to materiality.
An independent, registered public accounting firm, KPMG LLP, has audited the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and provides an objective, independent opinion about the Company’s consolidated financial statements. The Audit Committee of the Board of Directors appoints the independent registered public accounting firm; ratification of the appointment is solicited annually from the shareholders. KPMG LLP’s opinion covering the Company’s consolidated financial statements can be found on page F-2.
The Board of Directors appoints an Audit Committee annually to implement and to support the Board’s oversight function of the Company’s financial reporting, accounting policies, internal controls and independent registered public accounting firm. This Committee is composed solely of directors who are not employees of the Company. The Committee meets routinely with representatives of management, the Company’s internal audit team and the independent registered public accounting firm to review and discuss the adequacy and effectiveness of the Company’s internal controls, the quality and clarity of its financial reporting, the scope and results of independent and internal audits, and to fulfill other responsibilities included in the Committee’s Charter. The independent registered public accounting firm and the Company’s internal audit team have unrestricted access to the Committee, without management presence, to discuss audit findings and other financial matters.
REPORT OF MANAGEMENT – INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Company’s internal controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems have inherent limitations, and therefore, can provide only reasonable assurance with respect to the reliability of financial reporting and preparation of consolidated financial statements.
Management has conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the results of this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.
KPMG LLP has performed an audit of the Company’s internal control over financial reporting and their opinion thereon can be found on page F-4.
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Murphy USA Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Murphy USA Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2024, and the related notes and schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment triggering events related to property, plant and equipment
As discussed in Note 2 to the consolidated financial statements, the Company assesses its property, plant and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. The property, plant and equipment
F-2
balance, at cost less accumulated depreciation, as of December 31, 2024 was $2,813.2 million. Some retail sites may generate negative cash flow or experience events that indicate carrying values might not be recovered, indicating a higher risk that these retail sites might be impaired. This requires the Company to consider profitability and retail site specific factors when evaluating its retail sites for impairment in order to determine whether or not an impairment triggering event has occurred.
We identified the assessment of impairment triggering events related to certain property, plant and equipment as a critical audit matter. The determination of the asset group level, the evaluation of retail site profitability, and the assessment of retail site specific factors involved challenging auditor judgment, as changes to those factors could have a significant impact on the Company's assessment of an impairment triggering event.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's triggering events assessment process over property, plant and equipment, including controls related to the identification of impairment triggers. We evaluated the asset group level at which the Company's analysis was performed. We assessed the Company's methodology of identifying retail site specific factors to be considered in the triggering events analysis, including length of the time period used by the Company to evaluate retail site profitability to identify triggering events. We also compared the historical cash flows by asset group to the general ledger information to assess the reliability of the information used.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
February 20, 2025
F-3
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Murphy USA Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Murphy USA Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2024, and the related notes and schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements), and our report dated February 20, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management - Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-4
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Dallas, Texas
February 20, 2025
F-5
Murphy USA Inc.
Consolidated Balance Sheets
| December 31, | ||||||||||||||
| (Millions of dollars, except share amounts) | 2024 | 2023 | ||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Marketable securities, current | ||||||||||||||
Accounts receivable—trade, less allowance for doubtful accounts of $ | ||||||||||||||
| Inventories, at lower of cost or market | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Marketable securities, non-current | ||||||||||||||
Property, plant and equipment, at cost less accumulated depreciation and amortization of $ | ||||||||||||||
| Operating lease right of use assets, net | ||||||||||||||
| Intangible assets, net of amortization | ||||||||||||||
| Goodwill | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt | $ | $ | ||||||||||||
| Trade accounts payable and accrued liabilities | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, including capitalized lease obligations | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Asset retirement obligations | ||||||||||||||
| Non-current operating lease liabilities | ||||||||||||||
| Deferred credits and other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Stockholders' Equity | ||||||||||||||
Preferred Stock, par $ | ||||||||||||||
Common Stock, par $ | ||||||||||||||
Treasury stock ( | ( | ( | ||||||||||||
| Additional paid in capital (APIC) | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
F-6
Murphy USA Inc.
Consolidated Statements of Income
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars, except per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||
| Operating Revenues | |||||||||||||||||
Petroleum product sales 1 | $ | $ | $ | ||||||||||||||
| Merchandise sales | |||||||||||||||||
| Other operating revenues | |||||||||||||||||
| Total operating revenues | |||||||||||||||||
| Operating Expenses | |||||||||||||||||
Petroleum product cost of goods sold 1 | |||||||||||||||||
| Merchandise cost of goods sold | |||||||||||||||||
| Store and other operating expenses | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Impairment of properties | |||||||||||||||||
| Selling, general and administrative | |||||||||||||||||
| Accretion of asset retirement obligations | |||||||||||||||||
| Acquisition related costs | |||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Gain (loss) on sale of assets | ( | ( | |||||||||||||||
| Income (loss) from operations | |||||||||||||||||
| Other income (expense) | |||||||||||||||||
| Investment income | |||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Other nonoperating income (expense) | ( | ( | |||||||||||||||
| Total other income (expense) | ( | ( | ( | ||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||
| Net Income | $ | $ | $ | ||||||||||||||
| Basic and Diluted Earnings Per Common Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Weighted-average shares outstanding (in thousands): | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
| Supplemental information: | |||||||||||||||||
1 Includes excise taxes of: | $ | $ | $ | ||||||||||||||
See accompanying notes to consolidated financial statements.
F-7
Murphy USA Inc.
Consolidated Statements of Comprehensive Income
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||
| Interest rate swap: | |||||||||||||||||
| Marketable securities: | |||||||||||||||||
| Unrealized gain (loss) | |||||||||||||||||
| Reclassifications: | |||||||||||||||||
| Amortization of unrealized (gain) loss to interest expense | |||||||||||||||||
| Deferred income tax expense (benefit) | |||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Comprehensive income | $ | $ | $ | ||||||||||||||
See accompanying notes to consolidated financial statements.
F-8
Murphy USA Inc.
Consolidated Statements of Cash Flows
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Operating Activities | |||||||||||||||||
| Net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Impairment of properties | |||||||||||||||||
| Deferred and noncurrent income tax charges (benefits) | |||||||||||||||||
| Accretion of asset retirement obligations | |||||||||||||||||
| Amortization of discount on marketable securities | ( | ( | ( | ||||||||||||||
| (Gains) losses from sale of assets | ( | ||||||||||||||||
| Net (increases) decrease in noncash operating working capital | ( | ||||||||||||||||
| Other operating activities - net | |||||||||||||||||
| Net cash provided (required) by operating activities | |||||||||||||||||
| Investing Activities | |||||||||||||||||
| Property additions | ( | ( | ( | ||||||||||||||
| Proceeds from sale of assets | |||||||||||||||||
| Investment in marketable securities | ( | ( | |||||||||||||||
| Redemptions of marketable securities | |||||||||||||||||
| Other investing activities - net | ( | ( | ( | ||||||||||||||
| Net cash provided (required) by investing activities | ( | ( | ( | ||||||||||||||
| Financing Activities | |||||||||||||||||
| Purchase of treasury stock | ( | ( | ( | ||||||||||||||
| Dividends paid | ( | ( | ( | ||||||||||||||
| Borrowings of debt | |||||||||||||||||
| Repayments of debt | ( | ( | ( | ||||||||||||||
| Amounts related to share-based compensation | ( | ( | ( | ||||||||||||||
| Net cash provided (required) by financing activities | ( | ( | ( | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||||||||
| Cash, cash equivalents and restricted cash at January 1 | |||||||||||||||||
| Cash, cash equivalents and restricted cash at December 31 | $ | $ | $ | ||||||||||||||
See accompanying notes to consolidated financial statements.
F-9
Murphy USA Inc.
Consolidated Statements of Changes in Equity
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| (Millions of dollars, except share amounts) | Shares | Par | Treasury Stock | APIC | Retained Earnings | AOCI | Total | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Gain on interest rate hedge and unrealized gain on marketable securities, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Cash dividends declared, ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividend equivalent units accrued | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Amounts related to share-based compensation | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Gain on interest rate hedge and unrealized gain on marketable securities, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Cash dividends declared, ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividend equivalent units accrued | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Amounts related to share-based compensation | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Cash dividends declared, ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Dividend equivalent units accrued | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Amounts related to share-based compensation | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
F-10
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Description of Business and Basis of Presentation
The business of Murphy USA Inc. and its subsidiaries (“Murphy USA”, "we", "our", "us", or the “Company”) primarily consists of the U.S. retail marketing business that was separated from its former parent company, Murphy Oil Corporation (“Murphy Oil”), plus other assets, liabilities and operating expenses of Murphy Oil that were associated with supporting the activities of the U.S. retail marketing operations. Murphy USA was incorporated in March 2013. The separation was approved by the Murphy Oil board of directors on August 7, 2013, and was completed on August 30, 2013 through the distribution of 100 % of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013. Following the separation, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA. On January 29, 2021, the Company acquired 100 % of Quick Chek Corporation ("QuickChek" or "QC"), a privately held convenience store chain with a strong regional brand that consisted of 156 stores at the time of acquisition, located in New Jersey and New York, in an all-cash transaction.
Murphy USA markets refined products through a network of retail gasoline stores and to unbranded wholesale customers. In addition, we operate non-fuel convenience stores in select markets. The Company owns and operates a chain of retail stores under the brand name of Murphy USA® and Murphy Express, most of which are located in close proximity to Walmart stores, and also has a mix of convenience stores with and without retail gasoline that operate under the brand name of QuickChek®. At December 31, 2024, the Company had a total of 1,757 Company stores in 27 states, of which 1,601 were branded as Murphy and 156 were the QuickChek brand. The Company also has certain product supply and wholesale assets, including product distribution terminals and pipeline positions.
Note 2 – Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION – These consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of Murphy USA Inc. and its subsidiaries for all periods presented. All significant intercompany accounts and transactions within the consolidated financial statements have been eliminated.
REVENUE RECOGNITION – 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 Identification Numbers ("RINs") and other assets to our third-party customers. Revenue is measured as the amounts of consideration we expect to receive in exchange for transferring goods or providing services. Excise and sales tax that we collect where we have determined we are the principal in the transaction have been recorded as revenue on a jurisdiction-by-jurisdiction basis.
The Company enters into buy/sell and similar arrangements when petroleum products are held at one location but are needed at a different location. The Company often pays or receives funds related to the buy/sell arrangement based on location or quality differences. The Company accounts for such transactions as non-monetary exchanges under existing accounting guidance and typically reports these on a net basis in its Consolidated Statements of Income. See Note 3 "Revenues" for additional information.
SHIPPING AND HANDLING COSTS – Costs incurred for the shipping and handling of motor fuel are included in Petroleum product cost of goods sold in the Consolidated Statements of Income. Costs incurred for the shipping and handling of convenience store merchandise are included in Merchandise cost of goods sold in the Consolidated Statements of Income.
F-11
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CASH EQUIVALENTS – Short-term investments, which include government securities, money market funds and other instruments with government securities as collateral, that have a maturity of three months or less from the date of purchase are classified as cash equivalents.
MARKETABLE SECURITIES – The Company considers highly liquid treasury notes, corporate debt securities, and other funds with original maturities of more than three months to be marketable securities. Securities with less than one year to maturity are included in short-term marketable securities, and all other securities are classified as long-term marketable securities. Marketable securities are classified as held-to-maturity when the Company has both the positive intent and ability to hold the securities to maturity and are carried at amortized cost. Marketable securities are classified as available-for-sale when the Company does not have the intent to hold securities to maturity to allow flexibility in response to liquidity needs and are carried at fair value. The Company records securities at fair value on its consolidated balance sheets, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). See Note 5 "Marketable Securities" and Note 17 "Assets and Liabilities Measured at Fair Value" for additional information on our policy and the fair value measurement of the Company's marketable securities.
ACCOUNTS RECEIVABLE – The Company’s accounts receivable are recorded at the invoiced amount and do not bear interest. The accounts receivable primarily consists of amounts owed to the Company from credit card companies and by customers for wholesale sales of refined petroleum products. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses on these receivables. The Company reviews this allowance for adequacy at least quarterly and bases its assessment on a combination of current information about its customers and historical write-off experience. Any trade accounts receivable balances written off are charged against the allowance for doubtful accounts. The Company has not experienced any significant credit-related losses in the past three years.
VENDOR ALLOWANCES AND REBATES – Murphy USA receives payments for vendor allowances, volume rebates and other related payments from various suppliers of its convenience store merchandise. Vendor allowances for price markdowns are credited to merchandise cost of goods sold during the period the related markdown is recognized. Volume rebates of merchandise are recorded as reductions to merchandise cost of goods sold when the merchandise qualifying for the rebate is sold. Slotting and stocking allowances received from a vendor are recorded as a reduction to cost of sales over the period covered by the agreement.
PROPERTY, PLANT AND EQUIPMENT – Additions to property, plant and equipment, including renewals and betterments, are capitalized and recorded at cost. Certain marketing facilities are primarily depreciated using the composite straight-line method with depreciable lives ranging from 3 to 25 years. Gasoline stores,
F-12
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
improvements to gasoline stores and other assets are depreciated over 3 to 50 years by individual unit on the straight-line method. The Company capitalizes interest costs as a component of construction in progress on individually significant projects based on the weighted average interest rates incurred on its long-term borrowings. Total interest cost capitalized was $4.2 million in 2024, $2.4 million in 2023 and $1.1 million in 2022.
IMPAIRMENT OF ASSETS – Long-lived assets, which include property and equipment and finite-lived assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Indefinite-lived intangible assets are tested annually. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. In 2024, the company recognized impairment charges of $8.2 million and had no impairment charges in both 2023 and 2022.
ASSET RETIREMENT OBLIGATIONS – The Company records a liability for asset retirement obligations (“ARO”) equal to the fair value of the estimated cost to retire an asset. The ARO liability is initially recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is placed in service. The ARO liability is estimated using existing regulatory requirements and anticipated future inflation rates. When the liability is initially recorded, the Company increases the carrying amount of the related long-lived asset by an amount equal to the original liability. The liability is increased over time to reflect the change in its present value, and the capitalized cost is depreciated over the useful life of the related long-lived asset. The Company reevaluates the adequacy of its recorded ARO liability at least annually. Actual costs of asset retirements such as dismantling service stores and site restoration are charged against the related liability. Any difference between costs incurred upon settlement of an asset retirement obligation and the recorded liability is recognized as a gain or loss in the Company’s Consolidated Statements of Income.
F-13
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ENVIRONMENTAL LIABILITIES – A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated. If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used. Related expenditures are charged against the liability. Environmental remediation liabilities have not been discounted for the time value of future expected payments. Environmental expenditures that have future economic benefit are capitalized.
INCOME TAXES – The Company accounts for income taxes using the asset and liability method. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income taxes are measured using the enacted tax rates that are assumed will be in effect when the differences reverse. The Company routinely assesses the realizability of deferred tax assets based on available positive and negative evidence including assumptions of future taxable income, tax planning strategies and other pertinent factors. A deferred tax asset valuation allowance is recorded when evidence indicates that it is more likely than not that all or a portion of these deferred tax assets will not be realized in a future period. The accounting principles for income tax uncertainties permit recognition of income tax benefits only when they are more likely than not to be realized.
The Company has elected to classify any interest expense and penalties related to the underpayment of income taxes in Income tax expense in the Consolidated Statements of Income.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES – The fair value of a derivative instrument is recognized as an asset or liability in the Company’s Consolidated Balance Sheets. Upon entering into a derivative contract, the Company may designate the derivative as either a fair value hedge or a cash flow hedge, or decide that the contract is not a hedge, and therefore, recognize changes in the fair value of the contract in earnings. The Company documents the relationship between the derivative instrument designated as a hedge and the hedged items as well as its objective for risk management and strategy for use of the hedging instrument to manage the risk. Derivative instruments designated as fair value or cash flow hedges are linked to specific assets and liabilities or to specific firm commitments or forecasted transactions. The Company assesses at inception and on an ongoing basis whether a derivative instrument accounted for as a hedge is highly effective in offsetting changes in the fair value or cash flows of the hedged item. A derivative that is not a highly effective hedge does not qualify for hedge accounting. The change in the fair value of a qualifying fair value hedge is recorded in earnings along with the gain or loss on the hedged item. The effective portion of the change in the fair value of a qualifying cash flow hedge is recorded in Accumulated other comprehensive income (AOCI) in the Consolidated Balance Sheets until the hedged item is recognized currently in earnings. If a derivative instrument no longer qualifies as a cash flow hedge and the underlying forecasted transaction is no longer probable of occurring, hedge accounting is discontinued and the gain or loss recorded in AOCI is recognized immediately in earnings. If a hedge is de-designated, hedge accounting will no longer apply and from that time the gain and losses will be recognized in earnings and any accumulated amounts in other comprehensive income will be amortized to earnings over the remaining life of the underlying instrument. See Note 14 "Financial Instruments and Risk Management" and Note 17 "Assets and Liabilities Measured at Fair Value" for further information about the Company’s derivatives.
STOCK-BASED COMPENSATION – The fair value of awarded stock options, restricted stock, restricted stock units and performance stock units is determined based on a combination of management assumptions for awards issued. The Company uses the Black-Scholes option pricing model for computing the fair value of stock options. The primary assumptions made by management included the expected life of the stock option award and the expected volatility of the Company’s common stock prices. The Company uses both historical data and current information to support its assumptions. Stock option expense is recognized on a straight-line basis over the requisite service period of three years . The Company uses a Monte Carlo valuation model to determine the fair value of performance-based stock units that are based on performance compared against a peer group and the related expense is recognized over the three-year requisite service period. Management estimates the number of all awards that will not vest and adjusts its compensation expense accordingly. Differences between estimated and actual vested amounts are accounted for as an adjustment to expense when known. See Note 12 "Incentive Plans" for a discussion of the basis of allocation of such costs.
F-14
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 – Revenues
Revenue Recognition
The following table disaggregates our revenue by major source for the years ended December 31, 2024, 2023, and 2022.
| Years Ended December 31, | ||||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | |||||||||||||||||
| Marketing Segment | ||||||||||||||||||||
Petroleum product sales (at retail)1 | $ | $ | $ | |||||||||||||||||
Petroleum product sales (at wholesale)1 | ||||||||||||||||||||
| Total petroleum product sales | ||||||||||||||||||||
| Merchandise sales | ||||||||||||||||||||
| Other operating revenues: | ||||||||||||||||||||
| RINs | ||||||||||||||||||||
Other revenues2 | ||||||||||||||||||||
| Total marketing segment revenues | ||||||||||||||||||||
| Corporate and Other Assets | ||||||||||||||||||||
| Total revenues | $ | $ | $ | |||||||||||||||||
1 Includes excise and sales taxes that remain eligible for inclusion under Topic 606
2 Primarily includes collection allowance on excise and sales taxes combined with other miscellaneous items
Marketing segment
Petroleum product sales (at retail). For our retail store locations, the revenue related to petroleum product sales is recognized as the fuel is pumped to our customers. 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 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. We have accounts receivable from the various credit/debit card providers at any point in time related to product sales made on credit cards and debit cards. These receivables are typically collected in to seven days , depending on the terms with the particular credit/debit card providers. Payment fees retained by the credit/debit card providers are recorded as Store and other operating expenses in the Consolidated Statements of Income.
Petroleum product sales (at wholesale). Our sales of petroleum products at wholesale are generally recorded as revenue when the deliveries have occurred and legal ownership of the product has transferred to the customer. Title transfer for bulk refined product sales typically occurs at pipeline custody points and upon trucks loading at product terminals. For bulk pipeline sales, we record receivables from customers that are generally collected within a week from custody transfer date. For our rack product sales, the majority of our customers' accounts are drafted by us within 10 days from product transfer.
Merchandise sales. For our retail store locations, the revenue related to merchandise sales is recognized as the customer completes their purchase at our locations. The transaction price typically includes some portion of sales tax as levied in the respective jurisdictions. Those taxes that are collected for remittance to governmental
F-15
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
entities on a pass through basis are not recognized as revenue and they are recorded to a liability account until they are paid. As noted above, a mixture of payment types are used for these revenues and the same terms for credit/debit card receivables are realized.
With respect to merchandise sales revenue we must determine whether we are the principal or agent for some categories of merchandise such as scratch-off lottery tickets, lotto tickets, newspapers and other small categories of merchandise. For scratch-off lottery tickets, we have determined we are the principal in the majority of the jurisdictions and therefore we record those sales on a gross basis. We have some categories of merchandise (such as lotto tickets) where we are the agent and the revenues recorded for those transactions are our net commission only.
The Company offers loyalty programs through 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 branded stores. Earned rewards expire after an account is inactive for a period of 90 days at Murphy branded stores, while certain QC 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 December 31, 2024 and 2023 were immaterial.
RINs sales. For the sale of RINs, we recognize revenue when the RIN is transferred to the counter-party and the sale is completed. Receivables from our counter-parties related to the RIN sales are typically collected within five days of the sale.
Other revenues. Items reported as other operating revenues include collection allowances for excise and sales tax and other miscellaneous items and are recognized as revenue when the transaction is completed.
Accounts receivable
Note 4 — Inventories
Inventories consisted of the following:
| December 31, | ||||||||||||||
| (Millions of dollars) | 2024 | 2023 | ||||||||||||
| Petroleum products - FIFO basis | $ | $ | ||||||||||||
| Store merchandise for resale - FIFO basis | ||||||||||||||
| Less LIFO reserve | ( | ( | ||||||||||||
| Total petroleum products and store merchandise inventory | ||||||||||||||
| Materials and supplies | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
At December 31, 2024 and 2023, the replacement cost (market value) of LIFO inventories exceeded the LIFO carrying value for petroleum products by $189.1 million and $209.7 million, respectively, and for store merchandise for resale this amount was zero and $2.4 million at December 31, 2024 and 2023, respectively.
F-16
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 — Marketable Securities
The Company invests a portion of its excess operational cash in marketable securities. The goal of the Company's investment policy, in order of priority, are as follows: (1) preservation of principal, (2) maintaining a high degree of liquidity to meet cash flow requirements, and (3) deliver competitive returns subject to prevailing market conditions and the Company's stated objectives related to safety and liquidity. Nothing in the policy is intended to indicate that management must invest excess operational cash; it merely allows it subject to specific limitations.
Securities are generally required to have a final maturity of 24 months or less with a weighted average maturity for the portfolio of no longer than 12 months and must have an active secondary market. Investments may include U.S. Treasury bills, notes and bonds, U.S. Agency securities, repurchase agreements, certificates of deposit, institutional, government money market funds that maintain a stable $1.00 net asset value, domestic and foreign commercial paper, municipal securities, domestic and foreign debt issued by corporations or financial institutions with the primary objective of minimizing the potential risk of principal loss. 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 Company held no marketable securities at December 31, 2024. The amortized cost and carrying value (fair value) of marketable securities and the balance sheet location at December 31, 2023 consist of the following:
| December 31, 2023 | ||||||||||||||||||||||||||
| (Millions of dollars) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | ||||||||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||||||||||||
| Marketable securities current | ||||||||||||||||||||||||||
| U.S. Government bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. Corporate bonds | ||||||||||||||||||||||||||
| Investment income receivable | ||||||||||||||||||||||||||
| Marketable securities non-current | ||||||||||||||||||||||||||
| U.S. Corporate bonds | ||||||||||||||||||||||||||
| Non U.S. Corporate bonds | ||||||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | ||||||||||||||||||||||
There was no impairment on any available-for-sale marketable securities as of December 31, 2024 or December 31, 2023.
F-17
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 – Property, Plant and Equipment
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||
| (Millions of dollars) | Estimated Useful Life | Cost | Net | Cost | Net | |||||||||||||||||||||||||||
| Land | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Real estate finance leases | ||||||||||||||||||||||||||||||||
| Pipeline and terminal facilities | ||||||||||||||||||||||||||||||||
| Retail gasoline stores | ||||||||||||||||||||||||||||||||
| Buildings | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
Depreciation expense of $247.0 million, $227.7 million and $219.4 million was recorded for the years ended December 31, 2024, 2023 and 2022, respectively.
Note 7 – 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.
| December 31, | ||||||||||||||
| (Millions of dollars) | 2024 | 2023 | ||||||||||||
| Goodwill | $ | $ | ||||||||||||
We amortize intangible assets subject to amortization on a straight-line basis based on the period for which the economic benefits of the asset or liability are expected to be realized. The intangible assets subject to amortization includes pipeline space, which is being amortized over a 40 -year life, and the intangible lease liability acquired from QuickChek which is being amortized over the remaining life of the underlying leases.
Intangible assets subject to amortization at December 31, 2024 and 2023 consisted of the following:
| Remaining Useful Life (in years) | December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||
| (Millions of dollars) | Cost | Net | Cost | Net | |||||||||||||||||||||||||
| Intangible assets subject to amortization: | |||||||||||||||||||||||||||||
| Pipeline space | $ | $ | $ | $ | |||||||||||||||||||||||||
| Intangible lease liability | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total intangible assets subject to amortization | |||||||||||||||||||||||||||||
| Intangible assets not subject to amortization, indefinite lives: | |||||||||||||||||||||||||||||
| Trade name | |||||||||||||||||||||||||||||
| Intangible assets, net of amortization | $ | $ | $ | $ | |||||||||||||||||||||||||
F-18
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Accounts Payable and Accrued Liabilities
Trade accounts payable and accrued liabilities consisted of the following:
| December 31, | |||||||||||
| (Millions of dollars) | 2024 | 2023 | |||||||||
| Trade accounts payable | $ | $ | |||||||||
| Excise taxes/withholdings payable | |||||||||||
| Accrued insurance obligations | |||||||||||
| Accrued taxes other than income | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued capital expenditures | |||||||||||
| Current operating lease liabilities | |||||||||||
| Other | |||||||||||
| Accounts payable and accrued liabilities | $ | $ | |||||||||
Note 9 — Long-Term Debt
Long-term debt consisted of the following:
| December 31, | ||||||||||||||
| (Millions of dollars) | 2024 | 2023 | ||||||||||||
| $ | $ | |||||||||||||
Term loan due 2028 (effective interest rate of | ||||||||||||||
Revolving credit facility, due 2026 (weighted average interest rate of | ||||||||||||||
Capitalized lease obligations, autos and equipment, due through 2028 | ||||||||||||||
Capitalized lease obligations, buildings, due through 2059 | ||||||||||||||
| Unamortized debt issuance costs | ( | ( | ||||||||||||
| Total long-term debt | ||||||||||||||
| Less current maturities | ||||||||||||||
| Total long-term debt, net of current | $ | $ | ||||||||||||
Senior Notes
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
F-19
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
by the Company and by the Company's subsidiaries that guarantee our Credit Facilities. The indenture governing the 2029 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 Senior Notes.
On January 29, 2021, 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 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. 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 notes.
Revolving Credit Facility and Term Loan
Our credit agreement consists of both a cash flow revolving credit facility and a senior secured term loan.
The credit agreement provides for a senior secured term loan in an aggregate principal amount of $400 million (the “Term Facility”) (which was borrowed in full on January 29, 2021) and revolving credit commitments in an aggregate amount equal to $350 million (the “Revolving Facility”, and together with the Term Facility, the “Credit Facilities”). The outstanding balance of the term loan was $386 million at December 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 December 31, 2024, we had $56.0 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:
•the term secured overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”);
or
•the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of the federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00 % per annum,
plus, (A) in the case of Adjusted Term SOFR Rate borrowings, a spread of 1.75 % per annum and (B) in the case of Alternate Base Rate borrowings, a spread of 0.75 % per annum.
Interest payable on the Revolving Facility is based on either:
•the term secured overnight financing rate, plus 0.10 % credit spread adjustment for all interest periods (the "Adjusted SOFR Rate"), which is subject to a 0.0 % floor;
or
•the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the "Prime Rate", (b) the greater of the federal funds effective rate and the
F-20
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50 % per annum and (c) the one-month Adjusted SOFR Rate plus 1.00 % per annum,
plus, (A) in the case of Adjusted SOFR Rate borrowings, a spread of 1.75 % to 2.25 % per annum depending on a total debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, spreads ranging from 0.75 % to 1.25 % per annum depending on a total debt to EBITDA ratio.
The Term Facility amortizes in quarterly installments, which commenced on July 1, 2021, at a rate of 1.00 % per annum. Murphy USA is also required to prepay the Term Facility with a portion of its excess cash flow, a portion of the net cash proceeds of certain asset sales and casualty events (subject to certain reinvestment rights) and the net cash proceeds of issuances of indebtedness not permitted under the Credit Agreement. The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term Facility outstanding thereunder, together with any accrued and unpaid interest, with prior notice but without premium or penalty other than breakage and redeployment costs.
The 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 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. The Credit Agreement also contains customary events of default.
Pursuant to the credit agreement's covenant limiting certain restricted payments, certain payments in respect of our equity interests, including dividends, when the total leverage ratio, calculated on a pro forma basis, is greater than 3.0 to 1.0, could be limited. At December 31, 2024, our total leverage ratio was 1.80 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 $119.6 million, or 4.5 % of consolidated net tangible assets over the life of the credit agreement.
All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party to the guarantee and collateral agreement in respect thereof.
Note 10 — Asset Retirement Obligations ("ARO")
The majority of the ARO recognized by the Company at December 31, 2024 and 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. These assets are consistently being upgraded and are expected to be operational into the foreseeable future. In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.
F-21
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:
| December 31, | ||||||||||||||
| (Millions of dollars) | 2024 | 2023 | ||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
| Accretion expense | ||||||||||||||
| Settlement of liabilities | ( | ( | ||||||||||||
| Liabilities incurred | ||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
The estimation of future ARO is based on a number of assumptions requiring professional judgment. The Company cannot predict the type of revisions to these assumptions that may be required in future periods due to the lack of availability of additional information.
Note 11 — Income Taxes
The components of income before income taxes for each of the three years ended December 31, 2024 and income tax expense (benefit) attributable thereto were as follows:
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ||||||||||||||
| Income tax expense (benefit) | |||||||||||||||||
| Federal - Current | $ | $ | $ | ||||||||||||||
| Federal - Deferred | |||||||||||||||||
| State - Current and deferred | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The following table reconciles income taxes based on the U.S. statutory tax rate to the Company’s income tax expense (benefit).
| Years Ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Income tax expense based on the U.S. statutory tax rate | $ | $ | $ | ||||||||||||||
| State income taxes, net of federal benefit | |||||||||||||||||
| Federal credits | ( | ( | ( | ||||||||||||||
| Other, net | ( | ||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
An analysis of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 showing the tax effects of significant temporary differences is as follows:
| December 31, | |||||||||||
| (Millions of dollars) | 2024 | 2023 | |||||||||
| Deferred tax assets | |||||||||||
| Property costs and asset retirement obligations | $ | $ | |||||||||
| Employee benefits | |||||||||||
| Operating leases liability | |||||||||||
| Other deferred tax assets | |||||||||||
| Total gross deferred tax assets | |||||||||||
F-22
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| December 31, | |||||||||||
| (Millions of dollars) | 2024 | 2023 | |||||||||
| Deferred tax liabilities | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| State deferred taxes | ( | ( | |||||||||
| Operating leases right of use assets | ( | ( | |||||||||
| Other deferred tax liabilities | ( | ( | |||||||||
| Total gross deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax liabilities | $ | ( | $ | ( | |||||||
In management’s judgment, the deferred tax assets in the preceding table will more likely than not be realized as reductions of future taxable income or utilized by available tax planning strategies.
As of December 31, 2024, the earliest year remaining open for Federal audits and/or settlement is 2021 and for state audits and/or settlement is 2020. 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.
The FASB’s rules for accounting for income tax uncertainties clarify the criteria for recognizing uncertain income tax benefits and require additional disclosures about uncertain tax positions. Under U.S. GAAP the financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. Liabilities associated with uncertain income tax positions are included in Deferred Credits and Other Liabilities in the Consolidated Balance Sheets.
A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the year ended December 31, 2024 and 2023 is shown in the following table:
| Years Ended December 31, | |||||||||||
| (Millions of dollars) | 2024 | 2023 | |||||||||
| Balance at January 1 | $ | $ | |||||||||
| Additions for tax positions related to prior years | |||||||||||
| Expiration of statutes of limitation | ( | ( | |||||||||
| Balance at December 31 | $ | $ | |||||||||
All additions or reductions to the above liability affect the Company’s effective tax rate in the respective period of change. The Company accounts for any applicable interest and penalties on uncertain tax positions as a component of income tax expense. Income tax expense for the years ended December 31, 2024, 2023 and 2022 included immaterial amounts of interest and penalties, associated with uncertain tax positions. Of these amounts shown in the table, the amount that represents the unrecognized tax benefits that, if recognized, would impact our effective tax rate were none and $0.4 million for the years ended December 31, 2024 and 2023, respectively.
During the next twelve months, the Company does not expect a material change to the liability for uncertain taxes. Although existing liabilities could be reduced by settlement with taxing authorities or lapse due to statute of limitations, the Company believes that the changes in its unrecognized tax benefits due to these events will not have a material impact on the Consolidated Statements of Income during 2025.
F-23
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — Incentive Plans
Equity Awards
The Murphy USA 2013 Long-Term Incentive Plan (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 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 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). During the period from May 4, 2023 to December 31, 2024, the Company granted a total of 112,627 awards from the MUSA 2023 Plan which leaves 1,612,373 remaining shares. At present, the Company expects to issue all shares that vest out of existing treasury shares rather than issuing new common shares.
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. Most of the nonqualified stock options granted in 2024 to certain employees by the Committee were granted in February 2024.
Following are the assumptions used by the Company to value the original awards:
| Years Ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Fair value per option grant | $ | $ | $ | |||||||||||||||||
| Assumptions | ||||||||||||||||||||
| Dividend yield | % | % | % | |||||||||||||||||
| Expected volatility | % | % | % | |||||||||||||||||
| Risk-free interest rate | % | % | % | |||||||||||||||||
| Expected life (years) | ||||||||||||||||||||
| Stock price at valuation date | $ | $ | $ | |||||||||||||||||
F-24
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Changes in options outstanding for Company employees during the period from December 31, 2023 to December 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 | $ | ||||||||||||||||||||||
| Granted | $ | ||||||||||||||||||||||
| Exercised | ( | $ | |||||||||||||||||||||
| Forfeited | ( | $ | |||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | |||||||||||||||||||||
Additional information about stock options outstanding at December 31, 2024 is shown below:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||
| Range of Exercise Prices per Option | No. of Options | Avg. Life Remaining in Years | No. of Options | Avg. Life Remaining in Years | ||||||||||||||||||||||||||||
| $ | to | $ | ||||||||||||||||||||||||||||||
| $ | to | $ | ||||||||||||||||||||||||||||||
| $ | to | $ | ||||||||||||||||||||||||||||||
| $ | to | $ | ||||||||||||||||||||||||||||||
| $ | to | $ | — | |||||||||||||||||||||||||||||
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 . 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, which 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 December 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 | $ | ||||||||||||||||
| Granted | $ | ||||||||||||||||
| Vested and issued | ( | $ | $ | ||||||||||||||
| Forfeited | ( | $ | |||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||
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. 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
F-25
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 December 31, 2024, we granted 737 DSUs and recorded director expense of $0.3 million related to the grants. At December 31, 2024, there were 1,740 Director DSUs vested and outstanding with an average grant date fair value of $391.55 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. 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 December 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 | $ | ||||||||||||||||
| Granted | $ | ||||||||||||||||
| Vested and issued | ( | $ | $ | ||||||||||||||
| Forfeited | ( | $ | |||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||
2013 Stock Plan for Non-employee Directors
Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “2013 Directors Plan”). The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.
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 .
Changes in Director RSUs outstanding for Company non-employee directors during the period from December 31, 2023 to December 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 | $ | ||||||||||||||||
| Granted | $ | ||||||||||||||||
| Vested and issued | ( | $ | $ | ||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||
F-26
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts recognized in the financial statements by the Company with respect to all share-based compensation plans are shown in the following table:
| Years Ended December 31, | ||||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | |||||||||||||||||
| Compensation charged against income before income tax benefit | $ | $ | $ | |||||||||||||||||
| Related income tax benefit recognized in income | $ | $ | $ | |||||||||||||||||
As of December 31, 2024, there was $29.6 million in compensation costs to be expensed over approximately the next 2.0 years related to unvested share-based compensation arrangements granted by the Company. Employees who have stock options are required to net settle their options in shares, after applicable statutory withholding taxes are considered, upon each stock option exercise. Therefore, no cash is received upon exercise. Total income tax benefits realized from tax deductions related to stock option exercises under share-based payment arrangements were $1.1 million, $0.8 million and $1.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Note 13 — Employee and Retiree Benefit Plans
THRIFT PLAN – Employees of the Company may participate in defined contribution savings plans by contributing up to a specified percentage of their base pay. The Company matches contributions for Murphy USA eligible employees at 100 % of each employee’s contribution with a maximum match of 6 %. In addition, the Company makes profit sharing contributions on an annual basis for Murphy USA employees. Eligible employees receive a stated percentage of their base and incentive pay of which can range from 3 % to 9 % based on participant's age, years of service, date of hire, subsidiary organization, or role. The Company maintained the thrift plan of QuickChek on acquisition and matched 100 % of the first 3 % and 50 % of the next 2 % contributed by eligible employees in 2022. Beginning in 2023, the QuickChek Corporation 401(k) Retirement and Savings Plan and the Murphy Profit Sharing Plan were merged into the Murphy USA Savings Plan. The Company’s combined expenses related to these plans were $25.9 million in 2024, $23.8 million in 2023 and $17.3 million in 2022. In addition, prior to 2023, eligible part-time employees participated in a noncontributory profit sharing plan in which the Company could make discretionary employer contributions. The Company's expenses related to this plan were $1.6 million in 2022.
Note 14 — Financial Instruments and Risk Management
F-27
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Earnings Per Share
Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average of common shares outstanding during the period. Diluted earnings per common share adjusts basic earnings per common share for the effects of stock options and restricted stock in the periods where such items are dilutive.
On December 1, 2021, the Board of Directors approved a share repurchase authorization of up to $1 billion to begin upon completion of the $500 million authorization made in October 2020. The 2021 authorization was completed in October 2023. On May 2, 2023, the Board of Directors approved a new share repurchase authorization of up to $1.5 billion to be executed by December 31, 2028.
During the year 2024, the total number of share repurchases were 938,528 common shares for approximately $446.6 million, at an average price of $475.86 per share, including accrued excise taxes, under the 2023 $1.5 billion authorization, leaving approximately $937.8 million remaining available, as of December 31, 2024.
During the years 2023 and 2022, the total number of share repurchases were 1,026,300 common shares for $336.2 million, at an average price of $327.55 per share and 3,328,795 common shares for $806.4 million, at an average price of $242.24 per share, respectively.
The following table provides a reconciliation of basic and diluted earnings per share computations for the years ended December 31, 2024, 2023 and 2022.
| Years ended December 31, | |||||||||||||||||
| (Millions of dollars, except share and per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||
| Earnings per common share: | |||||||||||||||||
| Net income per share - basic | |||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding (in thousands) | |||||||||||||||||
| Earnings per common share | $ | $ | $ | ||||||||||||||
| Earnings per common share - assuming dilution: | |||||||||||||||||
| Net income per share - diluted | |||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | ||||||||||||||
| Weighted average common shares outstanding (in thousands) | |||||||||||||||||
| Common equivalent shares: | |||||||||||||||||
| Share-based awards | |||||||||||||||||
| Weighted average common shares outstanding - assuming dilution (in thousands) | |||||||||||||||||
| Earnings per common share assuming dilution | $ | $ | $ | ||||||||||||||
F-28
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have excluded from the earnings-per-share calculation certain stock options and shares that are considered to be anti-dilutive under the treasury stock method and are reported in the table below.
| Years ended December 31, | ||||||||||||||||||||
| Potentially dilutive shares excluded from the calculation as their inclusion would be anti-dilutive | 2024 | 2023 | 2022 | |||||||||||||||||
| Stock Options | ||||||||||||||||||||
| RSUs | ||||||||||||||||||||
| PSUs | ||||||||||||||||||||
| Total anti-dilutive shares | ||||||||||||||||||||
Note 16 — Other Financial Information
CASH FLOW DISCLOSURES — Cash income taxes paid (received), net of refunds, were $109.5 million, $128.0 million and $199.7 million for the three years ended December 31, 2024, 2023 and 2022, respectively. Interest paid, net of amounts capitalized, was $93.1 million, $92.3 million and $81.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
CHANGES IN WORKING CAPITAL:
| Years ended December 31, | |||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||
| Accounts receivable | $ | $ | ( | $ | ( | ||||||||||||
| Inventories | ( | ( | ( | ||||||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||||||||
| Income taxes payable | |||||||||||||||||
| Net (increase) decrease in noncash operating working capital | $ | $ | ( | $ | |||||||||||||
Note 17 — Assets and Liabilities Measured at Fair Value
The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value hierarchy is based on the quality of inputs used to measure fair value, with Level 1 being the highest quality and Level 3 being the lowest quality. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1. Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.
The Company's available-for-sale marketable securities consist of high quality, investment grade securities from diverse issuers. 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 5 "Marketable Securities" in these consolidated financial statements for the period ended December 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. For additional information on deferred compensation plans see also Note 13 "Employee and Retirement Benefit Plans" in these consolidated financial statements for the period ended December 31, 2024.
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 and Trade accounts payable and accrued liabilities approximates fair value. See also Note 14 "Financial Instruments and Risk Management" in these consolidated financial statements for the period ended December 31, 2024, for more information.
F-29
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial assets and liabilities measured at fair value on a recurring basis
The following table presents the Company's financial assets and liabilities measured at fair value on a recurring basis, as of December 31, 2024 and 2023:
| December 31, 2024 | ||||||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||||||||
| Fuel derivative | $ | $ | $ | $ | ||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||
| Deferred compensation plan assets | ||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||
| Deferred credits and other liabilities | ||||||||||||||||||||||||||
| Deferred compensation plan liabilities | ( | ( | ||||||||||||||||||||||||
| $ | ( | $ | $ | $ | ( | |||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| (Millions of dollars) | Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||
| Marketable securities, current: | ||||||||||||||||||||||||||
| U.S. Government bonds | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. Corporate bonds | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||||||||
| Fuel derivative | ||||||||||||||||||||||||||
| Marketable securities, non-current | ||||||||||||||||||||||||||
| U.S. Corporate bonds | ||||||||||||||||||||||||||
| Non U.S. Corporate bonds | ||||||||||||||||||||||||||
| Other assets | ||||||||||||||||||||||||||
| Deferred compensation plan assets | ||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||
| Deferred credits and other liabilities | ||||||||||||||||||||||||||
| Deferred compensation plan liabilities | ( | ( | ||||||||||||||||||||||||
| $ | ( | $ | $ | $ | ||||||||||||||||||||||
Fair value of financial instruments not recognized at fair value
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 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 financial guarantees and letters of credit. The fair value of these, which represents fees associated with obtaining the instruments, was nominal.
F-30
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at December 31, 2024 and 2023.
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||
| Carrying | Level 2 | Carrying | Level 2 | |||||||||||||||||||||||
| (Millions of dollars) | Amount | Fair Value | Amount | Fair Value | ||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||
| Current and long-term debt, excluding finance leases | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Note 18 – Commitments
The Company leases land, gasoline stores, and other facilities under operating leases. During the next five years, expected future rental payments under all operating leases are approximately $59.9 million in 2025, $59.9 million in 2026, $59.0 million in 2027, $58.0 million in 2028, and $56.5 million in 2029.
Rental expense for noncancellable operating leases, including contingent payments when applicable, was $66.2 million in 2024, $60.7 million in 2023 and $57.6 million in 2022.
Commitments for capital expenditures were approximately $403.1 million at December 31, 2024, including $350.3 million approved for potential construction of future stores (including land) at year-end, along with $37.8 million for improvements of existing stores, to be financed with our operating cash flow and/or incurrence of indebtedness.
Note 19 — Contingencies
The Company’s operations and earnings have been and may be affected by various forms of governmental action. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; import and export controls; price controls; allocation of supplies of crude oil and petroleum products and other goods; laws and regulations intended for the promotion of safety and the protection and/or remediation of the environment; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with employees, suppliers, customers, stockholders and others. 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.
ENVIRONMENTAL MATTERS AND LEGAL MATTERS — Murphy USA is subject to numerous federal, state and local laws, regulations and permit requirements dealing with the environment. Violation of such environmental laws, regulations and permits can result in the imposition of significant civil and criminal penalties, injunctions, and other sanctions. A discharge of hazardous substances into the environment could, to the extent such event is not adequately insured, subject the Company to substantial expense, including the cost to comply with applicable laws and regulations, claims by neighboring landowners, governmental authorities and other third parties for any personal injury, property damage and other losses that might result.
The Company currently owns or leases, and has in the past owned or leased, properties at which hazardous substances have been or are being handled. In connection with these activities, hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where they have been taken for disposal. In addition, many of these properties have been
F-31
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
operated by third parties whose management of hazardous substances was not under the Company’s control. Under existing laws, the Company could be required to remediate contaminated property (including contaminated groundwater) or to perform remedial actions to prevent future contamination. Certain of these contaminated properties are in various stages of negotiation, investigation, and/or cleanup, and the Company is investigating the extent of any related liability and the availability of applicable defenses. With the sale of the U.S. refineries in 2011, Murphy Oil retained certain liabilities related to environmental matters. Murphy Oil also obtained insurance covering certain levels of environmental exposures. 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 position or liquidity in a future period.
While it is possible that certain environmental expenditures could be recovered by the Company from other sources, primarily environmental funds maintained by certain states, no assurance can be given that future recoveries from these other sources will occur. As such, the Company has not recorded a benefit for likely recoveries at December 31, 2024, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure. The U.S. EPA currently considers the Company a 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 December 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. Based on information currently available to the Company, the Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial position or liquidity in a future period.
Based on information currently available to the Company, the 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. However, there is the possibility that additional environmental expenditures could be required to address contamination, including as a result of discovering additional contamination or the imposition of new or revised requirements applicable to known contamination, and such additional expenditures could be material.
Murphy USA is engaged in a number of other legal proceedings, all of which the Company considers routine and incidental to its business. Currently, the City of Charleston, South Carolina and the state of Delaware have filed lawsuits against energy companies, including the Company. These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. At this stage, the ultimate outcome of these matters remains uncertain, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, can be determined. Based on information currently available to the Company, the ultimate resolution of those other legal matters is not expected to have a material adverse effect on the Company’s net income, financial condition, or liquidity in a future period.
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 deductible of $3.0 million per occurrence, and auto liability insurance with a deductible of $0.3 million per occurrence. As of December 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. While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $51.8 million will be sufficient to cover the related liability and that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.
F-32
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has obtained insurance coverage as appropriate for the business in which it is engaged, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.
TAX MATTERS — Murphy USA is subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities because of these audits may subject us to interest and penalties.
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 December 31, 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.
Note 20 — Lease Accounting
The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. 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. The Company's leases have remaining lease terms of approximately 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. The exercise of lease renewal options is at the Company's sole discretion. Due to the uncertainties of future markets, economic factors, technology changes, demographic shifts and behavior, environmental regulatory requirements and other information that impacts decisions as to store location, management has determined that it was not reasonably certain to exercise contract options and they are not included in the lease term. Additionally, short-term leases and leases with variable lease costs are immaterial. The Company reviews all options to extend, terminate, or otherwise modify its lease agreements to determine if changes are required to the right of use assets and liabilities.
As the implicit interest rate is not readily determinable in most of the Company's lease agreements, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Lessor — We have various arrangements for certain spaces for food service and vending equipment under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is immaterial. We also have certain areas where we sublease building and land space to others. This lease income is immaterial.
Lessee — We lease land for 451 stores, one terminal, and various equipment. Our lease agreements do not contain any material residual value guarantees and approximately 102 sites leased from Walmart contain restrictive covenants, though the restrictions are deemed to have an immaterial impact.
F-33
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Leases are reflected in the following balance sheet accounts:
| (Millions of dollars) | Classification | December 31, 2024 | December 31, 2023 | ||||||||||||||
| Assets | |||||||||||||||||
| Operating (Right-of-use) | Operating lease right of use assets, net | $ | $ | ||||||||||||||
| Finance | Property, plant, and equipment, at cost, less accumulated depreciation of $ and $ | ||||||||||||||||
| Total leased assets | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Current | |||||||||||||||||
| Operating | $ | $ | |||||||||||||||
| Finance | |||||||||||||||||
| Noncurrent | |||||||||||||||||
| Operating | Non-current operating lease liabilities | ||||||||||||||||
| Finance | |||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
| Lease Cost: | Years Ended December 31, | ||||||||||||||||||||||||||||
| (Millions of dollars) | Classification | 2024 | 2023 | 2022 | |||||||||||||||||||||||||
| Operating lease cost | Store and other operating expenses | $ | $ | $ | |||||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||||||||
| Amortization of leased assets | Depreciation & amortization expense | ||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense | ||||||||||||||||||||||||||||
| Net lease costs | $ | $ | $ | ||||||||||||||||||||||||||
| Cash Flow Information: | Years Ended December 31, | ||||||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of liabilities | |||||||||||||||||||||||
| Operating cash flows required by operating leases | $ | $ | $ | ||||||||||||||||||||
| Operating cash flows required by finance leases | $ | $ | $ | ||||||||||||||||||||
| Financing cash flows required by finance leases | $ | $ | $ | ||||||||||||||||||||
F-34
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Maturity of Lease Liabilities: | ||||||||||||||
| (Millions of dollars) | Operating leases | Finance leases | ||||||||||||
| 2025 | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| After 2029 | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less: interest | ||||||||||||||
| Present value of lease liabilities | $ | $ | ||||||||||||
| Lease Term and Discount Rate: | Year Ended December 31, | ||||||||||
| 2024 | |||||||||||
| Weighted average remaining lease term (years) | |||||||||||
| Finance leases | |||||||||||
| Operating leases | |||||||||||
| Weighted average discount rate | |||||||||||
| Finance leases | % | ||||||||||
| Operating leases | % | ||||||||||
Note 21 — Recent Accounting and Reporting Rules
In December 2023, the FASB issued ASU 2023-07, "Segment Reporting: Improvements to Reportable Segment Disclosures." The amendments in this Update intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU for the annual period ended December 31, 2024 and the amendments have be applied retrospectively to all prior periods presented in the financial statements. For operating segment information, see Note 22 “Business Segments.”
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures." This ASU intends to enhance income tax disclosures, under Topic 740, to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this Update improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this Update are effective for the Company for the year beginning January 1, 2025, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application permitted. The Company has determined this will not have a material impact on the Company's consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses." This ASU addresses investor requests for more granular information about an entity’s expenses, allowing investors to better understand performance, prospects for future cash flows, and comparability over time and with other entities. The primary goal is to improve the decision-usefulness of expense information on public companies’ income statements through disaggregation of relevant expense captions in the notes to the financial statements. The amendments in this Update are effective for the Company for annual periods beginning after December 15,
F-35
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 22 — Business Segments
We identify reportable segments based on how we manage the company's operations. 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 support functions played by these groups. As such, they are all treated as one segment for reporting purposes as they sell the same products and have similar economic characteristics. This Marketing segment contains essentially all of the revenue generating activities of the Company. Results not included in the reportable segment are included in Corporate and Other Assets. The reportable segment was determined based on information reviewed by the Chief Operating Decision Maker (CODM), who is the Chief Executive Officer.
The CODM evaluates performance and allocates resources for its reportable segment using segment income or loss. This metric is used to evaluate the overall financial performance of the Marketing segment, make operational and strategic decisions, prepare our annual plan, and allocate resources.
The accounting policies for the Marketing segment are consistent with those described in the summary of significant accounting policies. No eliminations are required for the presentation below as virtually all corporate and other costs are allocated to the Marketing segment.
| Marketing Segment Information | Years ended December 31, | |||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | |||||||||||||||||
| Revenues from external customers | $ | $ | $ | |||||||||||||||||
| Reconciliation of revenue | ||||||||||||||||||||
Other revenues1 | ||||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | |||||||||||||||||
Less:2 | ||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Store and other operating expenses | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Other segment items3 | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Segment income before income taxes | $ | $ | $ | |||||||||||||||||
F-36
Murphy USA Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Marketing Segment Information | Years ended December 31, | |||||||||||||||||||
| (Millions of dollars) | 2024 | 2023 | 2022 | |||||||||||||||||
| Reconciliation of income before income taxes | ||||||||||||||||||||
| Income before income taxes | $ | $ | $ | |||||||||||||||||
Other (revenues)1 | ( | ( | ( | |||||||||||||||||
| Other operating expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| (Gain) loss on sale of assets | ( | ( | ||||||||||||||||||
| Investment (income) loss | ( | ( | ( | |||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Acquisition related costs | ||||||||||||||||||||
| Other nonoperating (income) expense | ||||||||||||||||||||
| Segment income before income taxes | $ | $ | $ | |||||||||||||||||
1Revenues from corporate and other assets not included in the reportable segment results. | ||||||||||||||||||||
2The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. | ||||||||||||||||||||
3Other segment items includes: accretion of asset retirement obligations, impairment of properties, (gain) loss on sale of assets and other nonoperating (income) expense | ||||||||||||||||||||
| Other specified segment disclosures | ||||||||||||||||||||
| (Millions of dollars) | Marketing Totals | Reconciling items4 | Consolidated Totals | |||||||||||||||||
| Year ended December 31, 2024 | ||||||||||||||||||||
| Accretion of asset retirement obligations | $ | $ | $ | |||||||||||||||||
| Deferred and noncurrent income taxes (benefits) | $ | $ | ( | $ | ||||||||||||||||
| Additions to property, plant and equipment | $ | $ | $ | |||||||||||||||||
| Total assets at year-end | $ | $ | $ | |||||||||||||||||
| (Millions of dollars) | Marketing Totals | Reconciling items4 | Consolidated Totals | |||||||||||||||||
| Year ended December 31, 2023 | ||||||||||||||||||||
| Accretion of asset retirement obligations | $ | $ | $ | |||||||||||||||||
| Deferred and noncurrent income taxes (benefits) | $ | ( | $ | $ | ||||||||||||||||
| Additions to property, plant and equipment | $ | $ | $ | |||||||||||||||||
| Total assets at year-end | $ | $ | $ | |||||||||||||||||
| (Millions of dollars) | Marketing Totals | Reconciling items4 | Consolidated Totals | |||||||||||||||||
| Year ended December 31, 2022 | ||||||||||||||||||||
| Accretion of asset retirement obligations | $ | $ | $ | |||||||||||||||||
| Deferred and noncurrent income taxes (benefits) | $ | $ | ( | $ | ||||||||||||||||
| Additions to property, plant and equipment | $ | $ | $ | |||||||||||||||||
| Total assets at year-end | $ | $ | $ | |||||||||||||||||
4Corporate and other assets not included in the reportable segment results. | ||||||||||||||||||||
F-37
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Murphy USA Inc.
Valuation Accounts and Reserves
| (Millions of dollars) | Balance at January 1, | Charged (Credited) to Expense | Deductions | Balance at December 31, | |||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| Deducted from assets accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | ( | $ | ||||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| Deducted from assets accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | $ | |||||||||||||||||||||
| 2022 | |||||||||||||||||||||||
| Deducted from assets accounts | |||||||||||||||||||||||
| Allowance for doubtful accounts | $ | $ | |||||||||||||||||||||
F-38
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Description of Capital Stock
The following description is a summary description of the capital stock of Murphy USA, Inc. (“Murphy USA,” “MUSA,” “we”, “us,” “our,” or the “Company”) and does not purport to be complete. The summary set forth below is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation (our “certificate of incorporation”) and our amended and restated bylaws (our “bylaws”), each of which are filed as exhibits to our Annual Report on Form 10-K.
General
Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share. All outstanding shares of common stock are fully paid and non-assessable.
Common Stock
Voting rights. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders (other than matters relating solely to the terms of any preferred stock or directors elected solely by the holders thereof). Our certificate of incorporation and bylaws do not provide for cumulative voting rights in the election of directors.
Dividend rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor.
Rights upon liquidation. In the event of liquidation, dissolution or winding up of Murphy USA, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Other rights. The holders of our common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
Our board of directors has the authority to issue, without further vote or action by the stockholders, the preferred stock in one or more series and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series.
The issuance of preferred stock could adversely affect the voting power of the holders of the common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of Murphy USA without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, Murphy USA has no plans to issue any of the preferred stock.
Election and Removal of Directors
The number of directors may be fixed exclusively by one or more resolutions adopted from time to time solely by the affirmative vote of a majority of the “whole board” (defined as the total number of authorized directorships at any given time, whether or not there exist any vacancies in previously authorized directorships).
In uncontested elections of directors, each director nominee will be elected only if the number of votes cast for such nominee exceeds the number of votes cast against such nominee. Directors who fail to receive a majority of votes cast in their favor must tender their resignation, which the board of directors can determine whether to accept or reject. In contested elections—the election of a director nominee that was properly nominated by a stockholder pursuant to the provisions of our bylaws—directors are elected by a plurality of votes cast.
No director is removable by the stockholders except for cause, and directors may be removed for cause only by an affirmative vote of a majority of the total voting power of our outstanding securities generally entitled to vote in the election of directors. Any vacancy occurring on the board of directors and any newly created directorship may be filled only by a majority of the remaining directors in office (although less than a quorum) or by the sole remaining director.
Staggered Board
Our board of directors is divided into three classes serving staggered three-year terms. At each annual meeting of stockholders, directors are elected for three-year terms to succeed the class of directors whose terms have expired. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors.
Limits on Written Consent
Any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders.
Stockholder Meetings
Our certificate of incorporation and our bylaws provide that special meetings of our common stockholders may be called only by our board of directors acting pursuant to a resolution adopted by a majority of the whole board. Our bylaws provide that business transacted at any special meeting will be limited to the purposes stated in the notice of such meeting.
Amendments to Our Governing Documents
Our certificate of incorporation provides that the affirmative vote of not less than a majority of the total voting power of all outstanding securities of the Corporation generally entitled to vote in the election of directors, voting together as a single class will generally be required to amend the provisions of our certificate of incorporation.
Our bylaws are generally subject to alteration, amendment or repeal, and new bylaws may be adopted, with:
•the affirmative vote of a majority of the whole board; or
•the affirmative vote of holders of a majority of the total voting power of our outstanding securities generally entitled to vote in the election of directors, voting together as a single class.
Other Limitations on Stockholder Actions
Advance Notice of Proposals and Nominations. Our bylaws provide that stockholders must provide timely written notice to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders. Notice for an annual meeting is generally timely if it is received at our principal office not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. However, if the date of the annual meeting is advanced by more than 30 days or delayed more than 70 days from this anniversary date, such notice by the stockholder must be delivered not earlier than the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting was first made. Stockholders utilizing "proxy access" must meet separate deadlines Our bylaws also specify the form and content of a stockholder’s notice. These provisions may prevent stockholders from bringing matters before an annual meeting of stockholders or from nominating candidates for election as directors at an annual meeting of stockholders.
Proxy Access. Our bylaws contain "proxy access" provisions, which give an eligible stockholder (or a group of up to 20 stockholders aggregating their shares) that has owned 3% or more of the outstanding common stock continuously for at least three years the right to nominate the greater of two nominees and 20% of the number of directors to be elected at the applicable annual general meeting, and to have those nominees included in our proxy materials, subject to the other terms and conditions of our bylaws.
Limitation of Liability of Directors and Officers
Our certificate of incorporation provides that no director or officer will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, to the fullest extent permitted by Delaware law. Currently, Delaware law requires that liability shall not be eliminated or limited for the following:
•any breach of the director’s or officer's duty of loyalty to the company or its stockholders;
•any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law;
•any transaction from which the director or officer derived an improper personal benefit; and
•in the case of an officer, any action by or in the right of the company.
As a result, neither we nor our stockholders have the right, including through stockholders’ derivative suits on our behalf, to recover monetary damages against a director or officer for breach of fiduciary duty as a director or officer, including breaches resulting from grossly negligent behavior, except in the situations described above.
Our certificate of incorporation provides that, to the fullest extent permitted by law, we will indemnify any officer or director of our Company in connection with any threatened, pending or completed action, suit or proceeding to which such person is, or is threatened to be made, a party, whether civil or criminal, administrative or investigative, arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director or officer. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision in connection with any proceeding, including in advance of its final disposition, to the fullest extent permitted by law. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.
We maintain insurance for our officers and directors against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), under insurance policies, the premiums of which are paid by us. The effect of these are to indemnify any officer or director of the Company against expenses, judgments, attorney’s fees and other amounts paid in settlements incurred by an officer or director arising from claims against such persons for conduct in their capacities as officers or directors of the Company.
Forum Selection
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware General Corporation Law, our certificate of incorporation (including any certificate of designations for any class or series of our preferred stock) or our bylaws, in each case, as amended from time to time, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act shall be the federal district courts of the United States of America, to the fullest extent permitted by law. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing forum selection provisions.
Anti-Takeover Effects of Some Provisions
Some of the provisions of our certificate of incorporation and bylaws (as described above) could make the following more difficult:
•acquisition of control of us by means of a proxy contest or otherwise, or
•removal of our incumbent officers and directors.
These provisions, including our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection will give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection will outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.
Delaware Business Combination Statute
We have elected not to be subject to Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions. However, our certificate of incorporation contains similar provisions providing that we may not engage in any "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:
•the board of directors of the Company had, prior to the person becoming an interested stockholder, approved either the business combination or the transaction that resulted in the stockholder’s becoming an interested stockholder;
•upon completion of the transaction that resulted in the stockholder’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the Company outstanding at the time the transaction commenced, other than those shares owned (i) by persons who are directors and also officers of the Company and (ii) employee stock plans of the Company in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
•following the transaction in which that person became an interested stockholder, the business combination is approved by the board of directors of the Company and holders of at least a majority of the outstanding voting stock not owned by the interested stockholder.
Under our certificate of incorporation, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the Company and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the Company's board of directors, if such extraordinary transaction is approved or not opposed by a
majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.
Our certificate of incorporation may make it more difficult for a person who would be an interested stockholder to effect various business combinations with the Company for a three-year period. Our certificate of incorporation also may have the effect of preventing changes in our management and could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests.
Listing
Our common stock is listed on the NYSE under the ticker symbol “MUSA.”
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Computershare Trust Company, N.A.
EXHIBIT 10.17
MURPHY USA INC.
2023 OMNIBUS INCENTIVE PLAN
2023 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
The Participant set forth on Appendix A has been granted an Award (the “Award”) of a Non-Qualified Stock Option pursuant to the Murphy USA Inc. 2023 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), and this Non-Qualified Stock Option Agreement (this “Agreement”), dated as indicated in Appendix A (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning set forth in the Plan.
1.Grant of Option. The Company hereby grants to the Participant an option to purchase all or any part of the number of Shares set forth in Appendix A (the “Option Shares”) at the per share exercise price set forth in Appendix A (the “Exercise Price”), pursuant to the provisions of the Plan and this Agreement (the “Option”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Code.
2.Vesting and Exercise of Award.
(a)Vesting. Subject to Section 3 and 4, the Award shall vest and become exercisable in accordance with the terms and conditions set forth in Appendix A.
(b)Term of Option. The term of the Option shall expire in the following situations. In no event may any portion of the Option be exercised after it has expired.
(i)Except as set forth in subsections (ii) and (iii), the Option shall expire on the seventh anniversary of the Grant Date.
(ii)In the event of the Participant’s Termination of Service for any reason other than by the Company for Cause (including, without limitation, due to death or Disability), the Option shall expire on the earlier of (x) two years after the date of the Participant’s Termination of Service and (y) on the seventh anniversary of the Grant Date.
(iii)In the event of the Participant’s Termination of Service by the Company for Cause, the Option shall expire on the date of such Termination of Service.
(c)Manner of Exercise. The Participant may, subject to the limitations in this Agreement and the Plan, exercise all or any portion of the Option that has become vested, at any time and from time to time prior to the expiration of the Option; provided, however, the Option shall not be exercisable whenever the purchase or delivery of Shares under the Option would be a violation of any law or any governmental regulation. In order to exercise the Option, the Participant must (i) deliver to the Company a written notice specifying the portion of the Option to be exercised in such manner and in accordance with such administrative regulations, procedures and other requirements as may be stipulated from time to time by the Committee and (ii) remit to the Company in full (A) the aggregate Exercise Price applicable to the portion of the Option being exercised and (B) an amount sufficient to satisfy all Tax-Related Items (as defined below)
1
determined by the Company to be due in respect of the exercise the Option (or portion thereof) (clauses (A) and (B), collectively, the “Payment Amount”). For purposes of this Agreement, the date on which the Participant delivers the notice to exercise the Option (or portion thereof) pursuant to this Section 2(c) shall be referred to herein as the “Exercise Date”.
(d)The Participant may satisfy the Payment Amount in respect of the portion of the Option being exercised in the manner determined by the Committee from time to time in its sole discretion, which may include: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) by a “net exercise” under which the Company shall reduce the number of Shares otherwise issuable to the Participant upon such exercise by a whole number of Shares having an aggregate Fair Market Value as of the Exercise Date equal to the Payment Amount (provided that in order to comply with applicable accounting standards or the Company’s policies in effect from time to time, the Committee may limit the amount of Shares that may be withheld pursuant to this “net exercise” feature); or (iii) any other method permitted by the Committee from time to time.
3.Termination of Service.
(a)Termination Due to Death or Disability. In the event of the Participant’s Termination of Service due to the Participant’s death or Disability, any portion of the Option that is not vested as of the date of such Termination of Service will vest in full and become exercisable as of the date of such Termination of Service. For purposes of this Agreement, “Disability” means a physical or mental impairment sufficient to make a Participant eligible for benefits under the Company’s Long-Term Disability Plan
(b)Retirement. Notwithstanding anything to the contrary herein, in the event of the Participant’s Termination of Service for any reason other than due to a Termination of Service for Cause (or the Participant’s voluntary resignation at a time when grounds for a Termination of Service for Cause exist) at a time when the Participant is Retirement Eligible, provided that such Termination of Service occurs following the first anniversary of the Grant Date, any portion of the Option that is not vested as of the date of such Termination of Service will vest in full and become exercisable as of the date of such Termination of Service. For purposes of this Agreement, “Retirement Eligible” means (i) the Participant has attained age 65 or (ii) the Participant has attained age 55 and the Participant’s length of employment with the Company and its Subsidiaries is at least 10 years.
(c)All Other Terminations. In the event of the Participant’s Termination of Service by the Company in any circumstances other than those described in Sections 3(a) or (b), any portion of the Option that is not vested as of the date of such Termination of Service will be immediately forfeited and cancelled as of the date of such Termination of Service.
4.Change in Control. In the event of a Change in Control, the Committee, in its sole discretion, may take the actions contemplated by Section 12(c) of the Plan with respect to the Option, including providing for (a) the continuation or assumption of the Option by the Company (if it is the surviving entity) or by the successor or surviving entity (or its parent), in which case the Option will continue to be subject to the terms of this Award Agreement (including this Section 4), or (b) the vesting and exercisability of the Option immediately prior to such Change in Control in the event the buyer or the successor or surviving entity (or its parent) fails to continue or assume the Option. If, in connection with the Change in Control, the Option is assumed or continued pursuant to clause (a) above, then, in the event of the Participant’s
2
Termination of Service (i) due to the Participant’s death or Disability or (ii) by the Company (or, as applicable, the successor or the surviving entity (or its parent)) without Cause, in each case on or within 24 months following such Change in Control, the Option will vest in full and become exercisable as of the date of such Termination of Service.
5.Voting Rights. The Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the Option or the Option Shares unless and until the Participant becomes the record owner of the Option Shares.
6.Transferability of Award. Except as may be permitted by the Committee, neither the Award nor any rights of the Participant with respect thereto shall be assignable, alienable, saleable or transferable by the Participant other than (a) by will or pursuant to the laws of descent and distribution or (b) by order of any court of competent jurisdiction, including with respect to any domestic relations order or divorce decree. Any attempts to assign, alienate, sell or otherwise transfer the Award (or any of the Participant’s rights with respect thereto) shall be void and the Participant’s rights to the Award shall therefore be forfeited.
7.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan or the grant, vesting or exercise of the Option (or any portion thereof) and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or exercise of the Award or the subsequent sale of Shares acquired upon exercise of the Award; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Upon the vesting, exercise and/or settlement of the Award (or as of the date of any relevant taxable or tax withholding date or other date on which the value of the Award otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and foreign Tax-Related Items that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares otherwise issuable upon the exercise or settlement of the Award, a portion of such Shares having an aggregate Fair Market Value equal to the amount of the applicable Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company, or its respective agents, to satisfy any applicable Tax Withholding Obligations in respect of the Award by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from time to time: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount
3
of such Tax Withholding Obligations to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon exercise or settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items (“sell-to-cover”); (iv) by a “net settlement” procedure under which the Company reduces the number of Shares issued on exercise or settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax Withholding Obligations; or (v) any other method of withholding determined by the Committee and permitted by applicable law.
(c)The Participant agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means described in section 9(b). The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
8.Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 18 (Cancellation or “Clawback” of Awards) of the Plan.
9.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The terms of the Plan are incorporated herein by reference. If and to the extent that this Agreement conflicts with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
10.Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
If to the Company:
Murphy USA Inc.
200 East Peach Street
El Dorado, Arkansas 71730-5836
Attention: Corporate Secretary
Attention: Corporate Secretary
If to the Participant, to the address of the Participant on file with the Company.
11.No Entitlements. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. This Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount. In addition, this Award is not part of the Participant’s base salary or wages and will not be taken into account
4
in determining any other employment-related rights the Participant may have, such as rights to pension, retirement or severance pay.
12.Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.
13.Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.
14.Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.
15.Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
16.Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
17.Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company.
18.Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
19.Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon exercise of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents
5
the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the Option pursuant to this Agreement.
20.References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.
By signing this Agreement, the Participant hereby:
●acknowledges and confirms the Participant’s consent to receive electronically this Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;
●acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant;
●agrees that the electronic acceptance of this Agreement constitutes a legally binding acceptance of this Agreement, and that the electronic acceptance of this Agreement shall have the same force and effect as if this Agreement was physically signed; and
●agrees to be bound by the terms of this Agreement, including any Appendices attached hereto, and the Plan.
6
Appendix A
Participant:
Grant Date:
Shares Subject to the Option:
Per Share Exercise Price:
Vesting Schedule: The Option shall vest as follows: (i) 50% of the Option shall vest on the second anniversary of the Grant Date and (ii) the remaining 50% of the Option shall vest on the third anniversary of the Grant Date, in each case subject to the Participant’s continued employment through the applicable vesting date.
B-1
EXHIBIT 10.18
MURPHY USA INC.
2023 OMNIBUS INCENTIVE PLAN
2023 OMNIBUS INCENTIVE PLAN
PSU AGREEMENT (PERFORMANCE-BASED VESTING)
The Participant set forth on Appendix A has been granted an Award (the “Award”) of Restricted Stock Units (“PSUs”) pursuant to the Murphy USA Inc. 2023 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), and this PSU Agreement (this “Agreement”), dated as indicated in Appendix A (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning set forth in the Plan.
1.Issuance of Shares. Each PSU shall represent the right to receive one Share upon the vesting of such PSU, as determined in accordance with and subject to the terms of this Agreement and the Plan. The target number of PSUs is set forth in Appendix A.
2.Vesting. Subject to Section 3 and 4, the Award shall vest in accordance with the terms and conditions set forth in Appendix A.
3.Termination of Service.
(a)Termination Due to Death or Disability. In the event of the Participant’s Termination of Service due to the Participant’s death or Disability, a prorated number of the PSUs will be eligible to vest on the Vesting Date (as defined in Appendix A) in an amount equal to the product of (i) the total number of PSUs granted pursuant to this Award multiplied by (ii) a fraction, (A) the numerator of which is the number of full calendar months elapsed between the Grant Date through the date of the Participant’s Termination of Service (not to exceed 36 months) and (B) the denominator of which is 36, subject to actual achievement of the Performance Metrics (as defined in Appendix A) as of the end of the Performance Period (as defined in Appendix A). For purposes of this Agreement, “Disability” means a physical or mental impairment sufficient to make a Participant eligible for benefits under the Company’s Long-Term Disability Plan.
(b)Retirement. Notwithstanding anything to the contrary herein, in the event of the Participant’s Termination of Service for any reason other than due to a Termination of Service for Cause (or the Participant’s voluntary resignation at a time when grounds for a Termination of Service for Cause exist) at a time when the Participant is Retirement Eligible, [(i) if such Termination of Service occurs following the first anniversary of the Grant Date, then 100% of the PSUs will be eligible to vest on the Vesting Date, subject to actual achievement of the Performance Metrics as of the end of the Performance Period and (ii) if such Termination of Service occurs before the first anniversary of the Grant Date,] 1 then a prorated number of the PSUs will be eligible to vest on the Vesting Date in an amount equal to the product of (i) the total number of PSUs granted pursuant to this Award multiplied by (ii) a fraction, (A) the numerator of which is the number of full calendar months elapsed between the Grant Date through the date of the Participant’s
____________________________________________
1 For 2025 CEO PSU grant.
1
Termination of Service and (B) the denominator of which is 36, subject to actual achievement of the Performance Metrics as of the end of the Performance Period. For purposes of this Agreement, “Retirement Eligible” means (x) the Participant has attained age 65 or (y) the Participant has attained age 55 and the Participant’s length of employment with the Company and its Subsidiaries is at least 10 years.
(c)All Other Terminations. In the event of the Participant’s Termination of Service by the Company in any circumstances other than those described in Sections 3(a) and (b), any PSUs that are not vested as of the date of such Termination of Service will be immediately forfeited and cancelled as of the date of such Termination of Service.
4.Change in Control. In the event of a Change in Control, the Committee, in its sole discretion, may take the actions contemplated by Section 12(c) of the Plan with respect to the PSUs, including providing for (a) the continuation or assumption of the PSUs by the Company (if it is the surviving entity) or by the successor or surviving entity (or its parent), in which case the PSUs will continue to be subject to the terms of this Award Agreement (including this Section 4), or (b) the vesting of the PSUs immediately prior to such Change in Control in the event the buyer or the successor or surviving entity (or its parent) fails to continue or assume the PSUs; provided, however, in each case, the Performance Metrics shall be deemed to have been achieved at the greater of (x) the actual achievement of the performance metrics, to the extent determinable, for the period (A) commencing on the first day of the Performance Period and (B) ending on the date immediately prior to such Change in Control and (y) 100%. If, in connection with the Change in Control, the PSUs are assumed or continued pursuant to clause (a) above, then, in the event of the Participant’s Termination of Service (i) due to the Participant’s death or Disability or (ii) by the Company (or, as applicable, the successor or the surviving entity (or its parent)) without Cause, in each case on or within 24 months following such Change in Control, the PSUs will become immediately vested as of the date of such Termination of Service. Following a Change in Control in which the PSUs are continued or assumed pursuant to clause (a) above, such PSUs may be settled in cash, shares or a combination thereof.
5.Voting Rights. The Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the PSUs unless and until the Participant becomes the record owner of the Shares underlying the PSUs.
6.Transferability of PSUs. Except as may be permitted by the Committee, neither the PSUs nor any rights of the Participant with respect thereto shall be assignable, alienable, saleable or transferable by the Participant other than (a) by will or pursuant to the laws of descent and distribution or (b) by order of any court of competent jurisdiction, including with respect to any domestic relations order or divorce decree. Any attempts to assign, alienate, sell or otherwise transfer the RSUs (or any the Participant’s rights with respect thereto) shall be void and the Participant’s rights to the RSUs shall therefore be forfeited.
7.Dividend Equivalents. Unless otherwise determined by the Committee, if a dividend or other distribution is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the PSUs earned are distributed to the Participant pursuant to this Agreement, the Participant shall receive a number of dividend equivalents to be denominated and paid, subject to Section 15(h) of the Plan, in a number of Shares (“Dividend Shares”) with a value equal to the amount of the dividends or other distribution that the Participant would have received had the Shares underlying the Target PSUs (as defined in Appendix A) has been distributed to the Participant, which such number of Dividend Shares shall be determined based on the Fair Market Value of the Shares on the record
2
date for such dividend or other distribution. Any such Dividend Shares shall be subject to the applicable Performance Metrics as if granted as part of the Target PSUs and shall be earned and paid to the Participant at the same time as, and shall be subject to the same vesting and forfeiture provisions (including the performance metrics) as set forth in this Agreement with respect to, the PSUs. For the avoidance of doubt, no Dividend Shares will be paid to the Participant with respect to any unearned, canceled or forfeited PSUs.
8.Distribution of Shares. Subject to the provisions of this Agreement, upon the vesting of any of the PSUs, the Company shall deliver to the Participant, as soon as reasonably practicable (and in no event later than 60 days) after the applicable vesting date, one Share for each such PSU and each Dividend Share (as applicable). Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.
9.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends, dividend equivalents and/or Dividend Shares; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Upon the vesting and/or settlement of the PSUs (or as of the date of any relevant taxable or tax withholding date or other date on which the value of any PSUs or the Dividend Shares otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and foreign Tax-Related Items that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares (including the Dividend Shares) otherwise issuable upon settlement of the PSUs, a portion of such Shares (including Dividend Shares) having an aggregate Fair Market Value equal to the amount of the applicable Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company, or its respective agents, to satisfy any applicable Tax Withholding Obligations in respect of the Award by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from time to time: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax Withholding Obligations to the
3
Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items (“sell-to-cover”); (iv) by a “net settlement” procedure under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax Withholding Obligations; or (v) any other method of withholding determined by the Committee and permitted by applicable law.
(c)The Participant agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means described in Section 9(b). The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
10.Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 18 (Cancellation or “Clawback” of Awards) of the Plan.
11.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The terms of the Plan are incorporated herein by reference. If and to the extent that this Agreement conflicts with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
12.Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
If to the Company:
Murphy USA Inc.
200 Peach Street
El Dorado, Arkansas 71730-5836
Attention: Corporate Secretary
Attention: Corporate Secretary
If to the Participant, to the address of the Participant on file with the Company.
13.No Entitlements. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. This Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount. In addition, this Award is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension, retirement or severance pay.
4
14.Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.
15.Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.
16.Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.
17.Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
18.Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
19.Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company.
20.Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
21.Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or
5
give effect to any of the obligations or restrictions imposed on either the Participant or the PSU pursuant to this Agreement.
22.References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.
By signing this Agreement, the Participant hereby:
●acknowledges and confirms the Participant’s consent to receive electronically this Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;
●acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant;
●agrees that the electronic acceptance of this Agreement constitutes a legally binding acceptance of this Agreement, and that the electronic acceptance of this Agreement shall have the same force and effect as if this Agreement was physically signed; and
●agrees to be bound by the terms of this Agreement, including any Appendices attached hereto, and the Plan.
6
Appendix A
Participant:
Grant Date:
Grant Number:
Target Number of PSUs: [___] (“Target PSUs”)
Vesting Schedule: The PSUs under this Agreement will vest on the date the Committee certifies the Company’s achievement of the Performance Metrics (as defined below) following the final day of the Performance Period (as defined below), but in no event later than March 15 of the year following the year in which the Performance Period ends (the “Vesting Date”), subject to the Participant’s continued employment with the Company through such Vesting Date; provided that the actual number of PSUs vesting and converting to Shares (such number of PSUs to be within a range of 0% to 200% of the Target PSUs) shall be determined based on achievement of the Performance Metrics.
Performance Period: The Performance Period under this Agreement is the three-year performance period that runs from [DATE] to [DATE] (the “Performance Period”).
Performance Metrics: The PSUs shall be earned based on achievement of the following performance metrics (the “Performance Metrics”):
(a)Fifty percent (50%) of the Target PSUs are subject to the Company’s annualized total shareholder return (“TSR”) over the Performance Period compared to the TSR of the Company’s Peer Group (the “TSR PSUs”). The amount of the TSR PSUs earned (if any) is based on the Company’s percentile ranking in TSR over the Performance Period compared to that of the Peer Group (as set forth below). The Peer Group may be adjusted by the Committee in its sole discretion in accordance with Section 10(b) of the Plan, including on account of acquisitions, bankruptcies and other significant corporate transactions involving or impacting a member of the Peer Group. The portion of the TSR PSUs earned will be interpolated for points between the threshold and maximum achievement levels set forth below. TSR achievement and corresponding earning of the TSR PSUs (if any) shall be as follows:
Achievement Level | Percentile Rank Relative to Peers | Percent of TSR Units Earned | ||||||
| Maximum | ≥ 75th | 200% | ||||||
| Target | 50th | 100% | ||||||
| Threshold | 25th | 50% | ||||||
| Below Threshold | < 25th | 0% | ||||||
B-1
#99454202v1
(b)The remaining 50% of the Target Number of PSUs are subject to the Company’s three-year average return on average capital employed (“ROACE”) ratio during the Performance Period as compared to the goals outlined below (the “ROACE Units”). The portion of the ROACE Units earned will be interpolated for points between the threshold and maximum achievement levels set forth below. ROACE goals and corresponding earning of the ROACE Units (if any) shall be as follows:
Achievement Level | 3-Year Average ROACE Goal | Percent of ROACE Units Earned | ||||||
| Maximum | ≥ xx% | 200% | ||||||
| Target | xx% | 100% | ||||||
| Threshold | xx% | 50% | ||||||
| Below Threshold | < xx% | 0% | ||||||
Peer Group: [__]
B-2
#99454202v1
EXHIBIT 10.19
MURPHY USA INC.
2023 OMNIBUS INCENTIVE PLAN
2023 OMNIBUS INCENTIVE PLAN
RSU AGREEMENT (TIME-BASED VESTING)
Non-Employee Director Grants
The Participant set forth on Appendix A has been granted an Award (the “Award”) of Restricted Stock Units (“RSUs”) pursuant to the Murphy USA Inc. 2023 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), and this RSU Agreement (this “Agreement”), dated as indicated in Appendix A (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning set forth in the Plan.
1.Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with and subject to the terms of this Agreement and the Plan. The number of RSUs is set forth in Appendix A.
2.Vesting. Subject to Section 3 and 4, the Award shall vest in accordance with the terms and conditions set forth in Appendix A.
3.Termination of Service.
(a)Termination Due to Death or Disability. In the event of the Participant’s Termination of Service due to the Participant’s death or Disability, any RSUs that are not vested as of the date of such Termination of Service will vest in full as of the date of such Termination of Service. For purposes of this Agreement, “Disability” means a physical or mental impairment sufficient to make a Participant eligible for benefits under the Company’s Long-Term Disability Plan.
(b)Retirement. Notwithstanding anything to the contrary herein, in the event of the Participant’s Termination of Service for any reason other than due to a Termination of Service for Cause (or Participant’s voluntary resignation at a time when grounds for a Termination of Service for Cause exist) at a time when the Participant is Retirement Eligible, any RSUs that are not vested as of the date of such Termination of Service will vest in full as of the date of such Termination of Service. For purposes of this Agreement, “Retirement Eligible” the Participant has attained age 76 or at such time as agreed upon by the Committee.
(c)All Other Terminations. Unless otherwise determined by the Committee, in the event of the Participant’s Termination of Service in any circumstances other than those described in Section 3(a) or (b), any RSUs that are not vested as of the date of such Termination of Service will be immediately forfeited and cancelled as of the date of such Termination of Service.
4.Change in Control. In the event of a Change in Control, any RSUs that are not vested as of the date of such Change in Control, as well as any Dividend Shares that are not vested as of the date of such Change in Control, will vest in full.
5.Voting Rights. The Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the RSUs unless and until the Participant becomes
1
the record owner of the Shares (including, to the extent applicable, the Dividend Shares) underlying the RSUs.
6.Transferability of RSUs. Except as may be permitted by the Committee, neither the RSUs nor any rights of the Participant with respect thereto shall be assignable, alienable, saleable or transferable by the Participant other than (a) by will or pursuant to the laws of descent and distribution or (b) by order of any court of competent jurisdiction, including with respect to any domestic relations order or divorce decree. Any attempts to assign, alienate, sell or otherwise transfer the RSUs (or any of the Participant’s rights with respect thereto) shall be void and the Participant’s rights to the RSUs shall therefore be forfeited.
7.Dividend Equivalents. Unless otherwise determined by the Committee, if a dividend or other distribution is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the RSUs are distributed to the Participant pursuant to this Agreement, the Participant shall receive a number of dividend equivalents to be denominated and paid, subject to Section 15(h) of the Plan, in a number of Shares (“Dividend Shares”) with a value equal to the amount of the dividends or other distribution that the Participant would have received had the Shares underlying the RSUs been distributed to the Participant, which such number of Dividend Shares shall be determined based on the Fair Market Value of the Shares on the record date for such dividend or other distribution. Any such Dividend Shares shall vest and be paid to the Participant at the same time as, and shall be subject to the same vesting and forfeiture provisions as set forth in this Agreement with respect to, the RSUs. For the avoidance of doubt, no Dividend Shares will be paid to the Participant with respect to any canceled or forfeited RSUs.
8.Distribution of Shares. Subject to the provisions of this Agreement and except as otherwise elected by the Participant pursuant to a Non-Employee Director Deferral Election Form, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable (and in no event later than 60 days) after the applicable vesting date, one Share for each such RSU and each Dividend Share (as applicable). Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.
9.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends, dividend equivalents and/or Dividend Shares; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
2
(b)Upon the vesting and/or settlement of the RSUs (or as of the date of any relevant taxable or tax withholding date or other date on which the value of any RSUs or the Dividend Shares otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and foreign Tax-Related Items that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares (including the Dividend Shares) otherwise issuable upon settlement of the RSUs, a portion of such Shares (including Dividend Shares) having an aggregate Fair Market Value equal to the amount of the applicable Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company, or its respective agents, to satisfy any applicable Tax Withholding Obligations in respect of the Award by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from time to time: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax Withholding Obligations to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items (“sell-to-cover”); (iv) by a “net settlement” procedure under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax Withholding Obligations; or (v) any other method of withholding determined by the Committee and permitted by applicable law.
(c)The Participant agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means described in Section 9(b). The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
10.Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 18 (Cancellation or “Clawback” of Awards) of the Plan.
11.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The terms of the Plan are incorporated herein by reference. If and to the extent that this Agreement conflicts with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
12.Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to
3
the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
If to the Company:
Murphy USA Inc.
200 Peach Street
El Dorado, Arkansas 71730-5836
Attention: Corporate Secretary
Attention: Corporate Secretary
If to the Participant, to the address of the Participant on file with the Company.
13.No Entitlements. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. This Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount. In addition, this Award is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension, retirement or severance pay.
14.Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.
15.Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.
16.Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.
17.Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
4
18.Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
19.Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company.
20.Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
21.Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement.
22.References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.
By signing this Agreement, the Participant hereby:
●acknowledges and confirms the Participant’s consent to receive electronically this Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;
●acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant;
●agrees that the electronic acceptance of this Agreement constitutes a legally binding acceptance of this Agreement, and that the electronic acceptance of this Agreement shall have the same force and effect as if this Agreement was physically signed; and
●agrees to be bound by the terms of this Agreement, including any Appendices attached hereto, and the Plan.
5
Appendix A
Participant: [Dynamic]
Grant Date: [Dynamic]
Number of RSUs: [Dynamic]
Vesting Schedule: [Annual Equity Grants][The RSUs will vest as follows: 100% on the first anniversary of the Grant Date, subject to the Participant’s continuous employment with the Company through the vesting date.]
[Quarterly Cash Retainer Grants][The RSUs will be fully vested as of the Grant Date.]
B-1
#99454204v1
EXHIBIT 10.20
MURPHY USA INC.
2023 OMNIBUS INCENTIVE PLAN
2023 OMNIBUS INCENTIVE PLAN
RSU AGREEMENT (TIME-BASED VESTING)
The Participant set forth on Appendix A has been granted an Award (the “Award”) of Restricted Stock Units (“RSUs”) pursuant to the Murphy USA Inc. 2023 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), and this RSU Agreement (this “Agreement”), dated as indicated in Appendix A (the “Grant Date”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning set forth in the Plan.
1.Issuance of Shares. Each RSU shall represent the right to receive one Share upon the vesting of such RSU, as determined in accordance with, and subject to the terms of, this Agreement and the Plan. The number of RSUs is set forth in Appendix A.
2.Vesting. Subject to Section 3 and 4, the Award shall vest in accordance with the terms and conditions set forth in Appendix A.
3.Termination of Service.
(a)Termination Due to Death or Disability. In the event of the Participant’s Termination of Service due to the Participant’s death or Disability, any RSUs that are not vested as of the date of such Termination of Service will vest in full as of the date of such Termination of Service. For purposes of this Agreement, “Disability” means a physical or mental impairment sufficient to make a Participant eligible for benefits under the Company’s Long-Term Disability Plan.
(b)Involuntary Termination without Cause. In the event of the Participant’s involuntary Termination of Service by the Company without Cause, a prorated number of the RSUs will vest as of the date of such Termination of Service equal to the product of (i) the total number of RSUs granted pursuant to this Award multiplied by (ii) a fraction, (A) the numerator of which is the number of full calendar months elapsed between the Grant Date through the date of the Participant’s Termination of Service and (B) the denominator of which is 36; provided that, the Participant has, no later than fifty-five (55) days following the date of his or her Termination of Service executed and not revoked a release of claims in a form provided by the Company.
(c)Retirement. Notwithstanding anything to the contrary herein, in the event of the Participant’s Termination of Service for any reason other than due to a Termination of Service for Cause (or the Participant’s voluntary resignation at a time when grounds for a Termination of Service for Cause exist) at a time when the Participant is Retirement Eligible, provided that such Termination of Service occurs following the first anniversary of the Grant Date, any RSUs that are not vested as of the date of such Termination of Service will vest in full as of the date of such Termination of Service. For purposes of this Agreement, “Retirement Eligible” means (i) the Participant has attained age 65 or (ii) the Participant has attained age 55 and the Participant’s length of employment with the Company and its Subsidiaries is at least 10 years.
(d)All Other Terminations. In the event of the Participant’s Termination of Service by the Company in any circumstances other than those described in Section 3(a),
1
(b) or (c), any RSUs that are not vested as of the date of such Termination of Service will be immediately forfeited and cancelled as of the date of such Termination of Service.
4.Change in Control. In the event of a Change in Control, the Committee, in its sole discretion, may take the actions contemplated by Section 12(c) of the Plan with respect to the RSUs, including providing for (a) the continuation or assumption of the RSUs by the Company (if it is the surviving entity) or by the successor or surviving entity (or its parent), in which case the RSUs will continue to be subject to the terms of this Award Agreement (including this Section 4), or (b) the vesting of the RSUs immediately prior to such Change in Control in the event the buyer or the successor or surviving entity (or its parent) fails to continue or assume the RSUs. If, in connection with the Change in Control, the RSUs are assumed or continued pursuant to clause (a) above, then, in the event of the Participant’s Termination of Service (i) due to the Participant’s death or Disability or (ii) by the Company (or, as applicable, the successor or the surviving entity (or its parent)) without Cause, in each case on or within 24 months following such Change in Control, the RSUs will vest in full as of the date of such Termination of Service. Following a Change in Control in which the RSUs are continued or assumed pursuant to clause (a) above, such RSUs may be settled in cash, shares or a combination thereof.
5.Voting Rights. The Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the RSUs unless and until the Participant becomes the record owner of the Shares (including, to the extent applicable, the Dividend Shares) underlying the RSUs.
6.Transferability of RSUs. Except as may be permitted by the Committee, neither the RSUs nor any rights of the Participant with respect thereto shall be assignable, alienable, saleable or transferable by the Participant other than (a) by will or pursuant to the laws of descent and distribution or (b) by order of any court of competent jurisdiction, including with respect to any domestic relations order or divorce decree. Any attempts to assign, alienate, sell or otherwise transfer the RSUs (or any of the Participant’s rights with respect thereto) shall be void and the Participant’s rights to the RSUs shall therefore be forfeited.
7.Dividend Equivalents. Unless otherwise determined by the Committee, if a dividend or other distribution is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the RSUs are distributed to the Participant pursuant to this Agreement, the Participant shall receive a number of dividend equivalents to be denominated and paid, subject to Section 15(h) of the Plan, in a number of Shares (“Dividend Shares”) with a value equal to the amount of the dividends or other distribution that the Participant would have received had the Shares underlying the RSUs been distributed to the Participant, which such number of Dividend Shares shall be determined based on the Fair Market Value of the Shares on the record date for such dividend or other distribution. Any such Dividend Shares shall vest and be paid to the Participant at the same time as, and shall be subject to the same vesting and forfeiture provisions as set forth in this Agreement with respect to, the RSUs. For the avoidance of doubt, no Dividend Shares will be paid to the Participant with respect to any canceled or forfeited RSUs.
8.Distribution of Shares. Subject to the provisions of this Agreement, upon the vesting of any of the RSUs, the Company shall deliver to the Participant, as soon as reasonably practicable (and in no event later than 60 days) after the applicable vesting date, one Share for each such RSU and each Dividend Share (as applicable). Upon the delivery of Shares, such Shares shall be fully assignable, alienable, saleable and transferrable by the Participant; provided that any such assignment, alienation, sale, transfer or other alienation with respect to such Shares shall be in accordance with applicable securities laws and any applicable Company policy.
2
9.Responsibility for Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired upon settlement of the Award and the receipt of any dividends, dividend equivalents and/or Dividend Shares; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Upon the vesting and/or settlement of the RSUs (or as of the date of any relevant taxable or tax withholding date or other date on which the value of any RSUs or the Dividend Shares otherwise become includible in the Participant’s gross income for tax purposes) (the “Tax Withholding Date”), the Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation payable to the Participant, the amount of any applicable federal, state, local and foreign Tax-Related Items that the Company determines must be withheld with respect to the Award (the “Tax Withholding Obligations”). In this regard, unless otherwise determined by the Committee, the Tax Withholding Obligations shall be satisfied by the Company withholding, in accordance with Section 16(e) of the Plan, from the number of Shares (including the Dividend Shares) otherwise issuable upon settlement of the RSUs, a portion of such Shares (including Dividend Shares) having an aggregate Fair Market Value equal to the amount of the applicable Tax Withholding Obligations. Notwithstanding the foregoing, the Participant agrees and authorizes the Company, or its respective agents, to satisfy any applicable Tax Withholding Obligations in respect of the Award by any of the following means, as may be determined by the Committee (or its delegate) in its discretion from time to time: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company; (ii) requiring the Participant to remit the aggregate amount of such Tax Withholding Obligations to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company; (iii) through a procedure whereby the Participant delivers irrevocable instructions to a broker designated by the Committee to sell Shares obtained upon settlement of the Award and to deliver promptly to the Company an amount of the proceeds of such sale equal to the amount of the Tax-Related Items (“sell-to-cover”); (iv) by a “net settlement” procedure under which the Company reduces the number of Shares issued on settlement of the Award by the number of Shares with an aggregate fair market value that equals the amount of the Tax Withholding Obligations; or (v) any other method of withholding determined by the Committee and permitted by applicable law.
(c)The Participant agrees to pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means described in Section 9(b). The Company may refuse to issue or deliver the Shares or the proceeds of
3
the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
10.Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Award are subject to the terms and conditions of Section 18 (Cancellation or “Clawback” of Awards) of the Plan.
11.Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The terms of the Plan are incorporated herein by reference. If and to the extent that this Agreement conflicts with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.
12.Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:
If to the Company:
Murphy USA Inc.
200 Peach Street
El Dorado, Arkansas 71730-5836
Attention: Corporate Secretary
If to the Participant, to the address of the Participant on file with the Company.
13.No Entitlements. The grant of the Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. This Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount. In addition, this Award is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension, retirement or severance pay.
14.Entire Agreement. This Agreement, the Plan and any other agreements, schedules, exhibits and other documents referred to herein or therein constitute the entire agreement and understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.
15.Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force and effect.
4
16.Amendment; Waiver. No amendment or modification of any provision of this Agreement that has a material adverse effect on the Participant shall be effective unless signed in writing by or on behalf of the Company and the Participant; provided that the Company may amend or modify this Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which such amendment, modification or waiver is made or given.
17.Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.
18.Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
19.Dispute Resolution. All controversies and claims arising out of or relating to this Agreement, or the breach hereof, shall be settled by the Company’s mandatory dispute resolution procedures, if any, as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment with the Company.
20.Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
21.Imposition of other Requirements and Participant Undertaking. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares to be issued upon settlement of the Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to accomplish the foregoing or to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the RSU pursuant to this Agreement.
22.References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.
By signing this Agreement, the Participant hereby:
●acknowledges and confirms the Participant’s consent to receive electronically this Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;
5
●acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant;
●agrees that the electronic acceptance of this Agreement constitutes a legally binding acceptance of this Agreement, and that the electronic acceptance of this Agreement shall have the same force and effect as if this Agreement was physically signed; and
●agrees to be bound by the terms of this Agreement, including any Appendices attached hereto, and the Plan.
6
Appendix A
Participant:
Grant Date:
Number of RSUs:
Vesting Schedule: The RSUs will vest as follows: 100% of the RSUs will vest on the third anniversary of the Grant Date, subject to the Participant’s continuous employment with the Company through the vesting date.
EXHIBIT 19.1
STOCK TRANSACTIONS GUIDELINES
Murphy USA’s Stock Transactions Guidelines (the “guidelines”) have been prepared to help you navigate decisions in trading Murphy USA securities. These guidelines are based on federal securities laws as well as internal considerations intended to help you avoid any risk of scrutiny regarding your insider trading activity.
Within these guidelines, you will also find:
•Appendix A: Murphy USA’s insider trading policy found within our Code of Business Conduct and Ethics
•Appendix B: List of Window Group Members
•Appendix C: Insider Pre-clearance Trading Checklist
These guidelines supplement our policy on insider trading found within our Code of Business Conduct and Ethics, which is attached as Appendix A.
General Rule: As stated in the Company’s Code of Business Conduct and Ethics, a non-employee director, officer or employee shall not disclose or use confidential Company information for the personal profit or advantage of himself or herself or anyone else. Each non-employee director, officer and employee should know that significant information concerning the Company’s plans or operations (or of those with which we do business) that has not been released to the public is strictly confidential.
The Company recognizes the importance of a strong securities market. To accomplish this, a number of laws have been established to protect the strength and integrity of the securities market. You may obtain material, non-public (or “inside”) information about the Company or the companies with which we do business in the course of your employment.
Using inside information to trade in securities or to provide another person with this information is illegal. Securities laws provide severe sanctions upon individuals using “inside information” to benefit themselves or the Company. In certain cases, such action can lead to the Company incurring significant penalties as well.
The prohibition against trading on inside information applies to non-employee directors, officers and all other employees of the Company and its subsidiaries, and to other people who gain access to that information. The prohibition also applies to:
•the spouses, domestic partners and minor children (even if financially independent) of such employees or non-employee directors and
•anyone to whom such employees or non-employee directors provide significant financial support.
Further, the prohibition applies to: 1) any account over which employees, non-employee directors and the persons listed in the bullets above have or share the power, directly or indirectly, to make investment decisions (whether or not such persons have a financial interest in the account) and 2) those accounts established or maintained by such persons with their consent or knowledge and in which such persons have a direct or indirect financial interest.
“Window Group” Restrictions:
Because of their access to confidential information on a regular basis, Company policy subjects its directors and the categories of employees listed in Appendix B (collectively, the “Window Group”) to additional restrictions on trading in Company securities. Members of the Window Group are prohibited from engaging in transacting in or giving Company’s securities during time periods when such members are most likely to be in possession of material nonpublic information. These black-out periods generally begin 40 calendar days prior to the next earnings release and extend through two full trading days
following the earnings release. Members of the Window Group will receive a Trading Window Calendar from the General Counsel.
•All transactions must be pre-approved, regardless of the window status. Even during open trading windows, members of the Window Group – together with family and household members – should not engage in any transaction in the Company’s securities (including a gift, contribution to a trust, or similar transfer) without first obtaining pre-clearance of the transaction from the General Counsel. This will help prevent inadvertent violations of the federal securities laws and avoid even the appearance of trading on nonpublic inside information. At times, the General Counsel may decline to pre-clear trades even when our trading window is open. This may occur as a result of a pending business transaction or any material development that has not yet been publicly disclosed. No reasons may be provided and the closing of the Window may itself constitute material inside information that should not be communicated. Please refer to the Insider Pre- clearance Trading Checklist attached as Appendix C for the type of information and documentation that should accompany a pre-clearance request.
•Non-Employee Directors and Officer members of the Window Group:
oProvide 24 hours’ notice if you plan to purchase MUSA securities so that the Company can ensure compliance with volume limitations on any Company share repurchase program. Note that the Company from time to time repurchases MUSA securities. Purchases by directors and officers must be factored into the Company’s repurchase decisions each day. Please allow us at least one day advance notice to accommodate any adjustments needed.
oPre-clearance and a SEC Form 4 filing is required if you choose to rebalance your 401(k) in a manner that triggers the purchase or sale of MUSA stock. If you would like to change the allocation of your future 401(k) investments, you must do so during an open trading window.
All Team Members (including Directors and Officers):
•Pre-arranged (Rule 10b5-1) trading plans must be pre-approved prior to establishment. If you wish to implement a pre-arranged trading plan (which also may be referred to as a 10b5-1 trading plan) you are welcome to do so after obtaining approval from the General Counsel. No employee, director or officer may be party to more than one 10b5-1 trading plan at any given time. Pursuant to SEC rules, you may enter into a 10b5-1 trading plan during an open window period and only when you are not aware of material non-public information, and any trading plan entered into by a director or officer must include SEC-mandated certifications.
All employees must enter a 10b5-1 trading plan during an open window period, and any new or modified 10b5-1 trading plan must contain a provision delaying the first trade for a minimum prescribed period (directors and officers: the later of 90 calendar days and the next 10-Q or 10-K; all other employees: 30 calendar days).
The entry, amendment and termination of a 10b5-1 trading plan by a director or officer must be disclosed in MUSA’s periodic reports. Directors and officers must notify the General Counsel in advance of any modifications or terminations of any existing 10b5-1 plans. Transactions by a director or officer effected under a pre-cleared 10b5-1 trading plan must be reported within one business day to the General Counsel to ensure timely Form 4 filings.
•Hedging transactions are prohibited. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow individuals to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the shareholder to continue to own the covered securities, but without the full risks and rewards of ownership. Engaging in such activity causes your financial interest to diverge from that of our other shareholders. Therefore, our Code of Business Conduct and Ethics policy prohibits directors, officers and all employees from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable
forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s securities.
•Gifts. Gifts of Company securities should only be made when not in possession of inside information.
Directors and Officers:
•Pledging of Company securities is not allowed prior to achieving your applicable stock ownership target. A director or officer may not pledge Company securities, including by purchasing Company securities on margin or holding Company securities in a margin account, until he or she has achieved the applicable stock ownership target specified in the Corporate Governance Guidelines of the Company. Once such stock ownership target has been achieved, such director or executive officer may pledge Company securities in compliance with applicable law (including disclosure of such pledging in the Company’s proxy statement, as required by SEC regulations), so long as all stock owned to satisfy the applicable stock ownership target remains unpledged. Any pledging of shares should be disclosed to the General Counsel and to the Board in advance of such pledging.
•Section 16 Reporting. Directors and officers are required to file Section 16 beneficial ownership reports for any transactions (including gifts or donations) of MUSA securities. These reports will be filed on your behalf by the Company and must be filed within 2 business days of the transaction. In addition, most sales of MUSA stock will also require a pre-transaction filing per SEC Rule 144. Therefore, it is very important to provide timely notice of, and work closely with, the Legal Department regarding any transactions in MUSA stock.
•Profits made on any opposite way transactions within a 6-month period must be returned to the Company. Directors and officers are subject to limitations on short-swing transactions set forth in Section 16(b) of the Exchange Act. The practical effect of the short-swing transactions provisions is that if you purchase and sell (or sell and purchase) the Company’s securities within a six-month period you must disgorge all profits to the Company whether or not you had knowledge of any material non-public information.
Thank you for your attention to these guidelines. Please consult with the General Counsel with any questions that you may have.
Contact Information:
| [name removed] | [name removed] | ||||
| General Counsel & Corporate Secretary | Legal Assistant | ||||
| [internal phone number and email] | [internal phone number and email] | ||||
Appendix A
Excerpt of Code of Business Conduct and Ethics dated September 11, 2023
Do Not Trade on Inside Information
Inside information must be kept strictly confidential, and it is illegal to trade securities (stock) while a Team Member has Inside Information. These restrictions on trading apply both to Company stock or another company’s stock, such as a Company vendor or supplier, that is impacted by the Inside Information of the Company.
In addition to applying to Team Members, the prohibition against trading on Inside Information applies to family members (spouses, domestic partners, and minor children) and anyone to whom a Team Member provides significant financial support.
Do not share any Inside Information with family, friends, or any other person. Sharing Inside Information or “tipping” can result in serious civil and criminal penalties for both the Company and for the individual involved.
Team Members are also prohibited from engaging in any Hedging transactions that are designed to hedge or speculate on any change in the market value of the Company’s securities.
If a Team Member has questions about whether an action is prohibited or information is confidential, they should contact the Corporate Compliance Officer at [internal company phone number].
Directors, officers, and other designated insiders are also subject to certain trading restrictions based on the timing of a trade pursuant to the Company’s separate Stock Transactions Guidelines, which are periodically communicated to these insiders by the General Counsel.
Key Definitions:
“Hedging” – Buying or selling an investment made with intent of reducing the risk of loss.
“Inside Information” – Information that is (1) Material and (2) Non-Public information. Information is “Material” if a reasonable investor would consider the information to be important when making an investment decision. Material information can be favorable or unfavorable. If it is not clear whether information is Material, it should be treated as if it was Material. Common examples of Material information include, but are not limited to:
•Unexpected financial results.
•Unpublished financial reports or projections.
•Information about existing or potential business plans, product developments, innovations, or major transactions.
•Interruption of business or significant changes by management.
•New products or projects.
•Major outcomes in litigation.
•Mergers or acquisitions.
Information is “Non-Public” if it has not been publicly disclosed in a manner making it available to investors generally on a broad-based non-exclusionary basis. If it is not clear whether information has been publicly disclosed, it should be treated as if it is Non-Public information.
Appendix B
Employee Window Group Members:
•All members of the Executive Leadership Team, the Senior Leadership Team, and the CEO
•All employees at the Sr. Director and Director cohort
•All employees in the following departments:
oAccounting/Controllers (Reporting to VP, Chief Accounting Officer & Treasurer)
oInvestor Relations and Financial Planning & Analytics (Reporting to VP, Investor Relations and FP&A)
oStrategy & Analytics (Reporting to VP, Strategy & Analytics)
oLegal (Reporting to VP and General Counsel)
•All other employees who receive the monthly financial book not otherwise captured by the above
Appendix C
Insider Trading Pre-clearance Checklist
Below are some of the considerations taken into account upon a Window Group member’s request to trade in MUSA securities.
Trading Window – Confirm that transaction date is during the Company’s open trading window
Material Non-public Knowledge – Confirm that the Window Group member is not in possession of any material information regarding the Company that has not been adequately disclosed to the public
Repurchase Period (D&Os) – If the Company is currently repurchasing shares, confirm volume limitations will not be exceeded due to transactions by non-employee directors and officers
Section 16(b) Compliance (D&Os) – Confirm the proposed trade will not give rise to any potential liability under Section 16 as a result of matched past (or intended future) transactions under the six month pre- and post-transaction period.
Stock Ownership Requirement (D&Os) – Ensure the Insider is compliant with required stock ownership level
Form 4 (D&Os) – Ensure that a Form 4 has been or will be completed and will be timely filed if applicable (Section 16 Insider transactions)
Form 144 (D&Os) – Ensure that a Form 144 has been or will be completed and will be timely filed if applicable (Section 16 Insider sales)
Exhibit 21
| Murphy USA Inc. | ||||||||||||||
| List of Subsidiaries | ||||||||||||||
| Percentage of Voting | ||||||||||||||
| State or Other | Securities owned by | |||||||||||||
| Jurisdiction | Immediate | |||||||||||||
| Name of Company | of Incorporation | Parent | ||||||||||||
| Murphy Oil USA, Inc. | Delaware | 100 | % | |||||||||||
| 591 Beverage, Inc. | Nebraska | 100 | % | |||||||||||
| 864 Holdings, Inc. | Delaware | 100 | % | |||||||||||
| 864 Beverage, Inc. | Texas | 100 | % | |||||||||||
| Hankinson Holding, LLC | Delaware | 100 | % | |||||||||||
| Murphy Oil Trading Company (Eastern) | Delaware | 100 | % | |||||||||||
| Spur Oil Corporation | Delaware | 100 | % | |||||||||||
| Superior Crude Trading Company | Delaware | 100 | % | |||||||||||
| El Dorado Properties, LLC | Arkansas | 100 | % | |||||||||||
| Quick Chek Corporation | New Jersey | 100 | % | |||||||||||
| QuickChek Realty LLC | New Jersey | 100 | % | |||||||||||
| QuickChek Realty Bordentown Urban Renewal LLC | New Jersey | 100 | % | |||||||||||
Exhibit 22
| List of Subsidiary Guarantors and Issuers of Guaranteed Debt | ||||||||||||||
As of December 31, 2024, Murphy USA, Inc. ("MUSA") and most of the subsidiaries of Murphy Oil USA, Inc. ("MOUSA") are guarantors of the senior unsecured registered notes listed below issued by MOUSA. MUSA owns, directly or indirectly, 100% of MOUSA and all of its consolidated subsidiaries. | ||||||||||||||
| Murphy Oil USA, Inc. | ||||||||||||||
5.625% $300 million Senior Notes due 2027 | ||||||||||||||
4.750% $500 million Senior Notes due 2029 | ||||||||||||||
3.750% $500 million Senior Notes due 2031 | ||||||||||||||
| Name of Company | Issuer | Guarantor | ||||||||||||
| Murphy USA, Inc. (Parent) | x | |||||||||||||
| Murphy Oil USA, Inc. | x | |||||||||||||
| 864 Holdings, Inc. | x | |||||||||||||
| 864 Beverage, Inc. | x | |||||||||||||
| Murphy Oil Trading Company (Eastern) | x | |||||||||||||
| Spur Oil Corporation | x | |||||||||||||
| Superior Crude Trading Company | x | |||||||||||||
| El Dorado Properties, LLC | x | |||||||||||||
| Quick Chek Corporation | x | |||||||||||||
| QuickChek Realty LLC | x | |||||||||||||
| QuickChek Realty Bordentown Urban Renewal LLC | x | |||||||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-271777 and 333-191131) on Form S-8 and (No. 333-268735) on Form S-3 of our reports dated February 20, 2025, with respect to the consolidated financial statements of Murphy USA Inc. and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Dallas, Texas
February 20, 2025
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, R. Andrew Clyde, certify that:
1. I have reviewed this annual report on Form 10-K of Murphy USA Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: February 20, 2025
/s/ R. Andrew Clyde_____
R. Andrew Clyde
Principal Executive Officer
Ex. 31.1
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C. Galagher Jeff, certify that:
1. I have reviewed this annual report on Form 10-K of Murphy USA Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: February 20, 2025
/s/ C. Galagher Jeff______
C. Galagher Jeff
Principal Financial Officer
Ex. 31.2
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Murphy USA Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Andrew Clyde, Principal Executive Officer of the Company, certify, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 20, 2025
/s/ R. Andrew Clyde
R. Andrew Clyde
Principal Executive Officer
Ex. 32.1
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Murphy USA Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Galagher Jeff, Principal Financial Officer of the Company, certify, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 20, 2025
/s/ C. Galagher Jeff
C. Galagher Jeff
Principal Financial Officer
Ex. 32.2
Exhibit 97.1
MURPHY USA INC.
FINANCIAL RESTATEMENT COMPENSATION RECOUPMENT POLICY
This Murphy USA Inc. Compensation Recoupment Policy (“Policy”) has been adopted by the Board of Directors (the “Board”) of Murphy USA Inc. (the “Company”) on August 17, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the Exchange Act (as defined below) and Section 303A.14 of the NYSE Listed Company Manual.
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)“Committee” means the Executive Compensation Committee of the Board or any successor committee thereof. If there is no Executive Compensation Committee of the Board, references herein to the “Committee” shall refer to the Company’s committee of independent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members of the Board.
(b)“Covered Compensation” means any Incentive-based Compensation “received” by a Covered Executive during the applicable Recoupment Period; provided that:
(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as an Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and
(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based Compensation.
For purposes of this Policy, Incentive-based Compensation is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation is made thereafter.
(c)“Covered Executive” means any current or former Executive Officer.
(d)“Effective Date” means the date on which Section 303A.14 of the NYSE Listed Company Manual becomes effective.
(e)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
(f)“Executive Officer” means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company’s parent(s) or subsidiaries if they perform policy-making functions for the Company), and (vi) any other person who performs similar policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual’s status as an Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested persons.
(g)“Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the Company’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
(h)“Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws that is required in order to correct:
(i)an error in previously issued financial statements that is material to the previously issued financial statements; or
(ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current period.
For purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a restatement of the Company’s financial statements due to an out-of-period adjustment or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as from a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
(j)“Incentive-based Compensation” means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based compensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting Measure. For purposes of this Policy, “Incentive-based Compensation” shall also be deemed to include any amounts which were determined based on (or were otherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings accrued thereon).
(k)“NYSE” means the New York Stock Exchange, or any successor thereof.
(l)“Recoupment Period” means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date. Notwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that compromises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.
(m)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body causes the Company to prepare a Financial Restatement.
2.Recoupment of Erroneously Awarded Compensation.
(a)In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the “Awarded Compensation”) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based on the Financial Restatement (the “Adjusted Compensation”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Compensation”), subject to Section (2)(b) hereof.
(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure derived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis) based on the Company’s reasonable estimate of the effect of the Financial Restatement on the Company’s stock price or total shareholder return (or the derivative measure thereof) upon which such Covered Compensation was received.
(c)For the avoidance of doubt, the Company’s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the restated financial statements are filed; or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.
(d)Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously Awarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the independent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:
(i)the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy would exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company
2
shall have first made a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide that documentation to the NYSE;
(ii)recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
(e)The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up payments.
(f)The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered from a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation previously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates to the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery action permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive pursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the Code) shall be made in compliance with Section 409A of the Code.
3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to the contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.
4.Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, this Policy may be amended or terminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.
7. Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a Covered Executive which are granted, vested or earned based solely upon the
3
occurrence or non-occurrence of nonfinancial events. Such exempt compensation includes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial Reporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on, and were not in any way granted on the basis of, the achievement of any Financial Reporting Measure performance goal.
8.Miscellaneous.
(a)Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be deemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will govern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the award agreement or other document setting forth the terms and conditions of the Covered Executive’s compensation became effective or was first granted or awarded, including, without limitation, compensation received under the Murphy USA Inc. 2023 Omnibus Incentive Plan and the Murphy USA Inc. 2013 Long-Term Incentive Plan and any successor plan to each of the foregoing.
(b)This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
(c)All issues concerning the construction, validity, enforcement and interpretation of this Policy and all related documents, including, without limitation, any employment agreement, offer letter, equity award agreement or similar agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
(d)The Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Policy by conducting good faith negotiations amongst themselves. To ensure the timely and economical resolution of disputes that arise in connection with this Policy, any and all disputes, claims or causes of action arising from or relating to the enforcement, performance or interpretation of this Policy shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in El Dorado, Arkansas, conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the JAMS Employment Arbitration Rules and Procedures in effect at the time of the dispute. To the fullest extent permitted by law, the Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company, shall waive (and shall hereby be deemed to have waived) (1) the right to resolve any such dispute through a trial by jury or judge or administrative proceeding; and (2) any objection to arbitration taking place in El Dorado, Arkansas. The arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a reasoned arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that any party would be entitled to seek in a court of law. Any such award rendered shall be enforceable by any court having jurisdiction and, to the fullest extent permitted by law, the Covered Executives, their beneficiaries, executors, administrators and any other legal representative and the Company shall waive (and shall hereby be deemed to have waived) the right to resolve any such dispute regarding enforcement of such award through a trial by jury.
(e)If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
4