10q10k10q10k.net

What changed in Murphy USA Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Murphy USA Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+271 added−274 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-16)

Top changes in Murphy USA Inc.'s 2024 10-K

271 paragraphs added · 274 removed · 238 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

54 edited+7 added−5 removed85 unchanged
Biggest changeIn March 2022 NHTSA finalized CAFE standards addressing the 2024-2026 model years that are more stringent than those in prior standards from 2020. In July 2023, NHTSA proposed CAFE standards for passenger cars and light trucks built in model years 2027-2032, and new fuel efficiency standards for heavy-duty pickup trucks and vans built in model years 2030-2035.
Biggest changeMost 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 combination of a focused convenience offering and standardized smaller footprint stores of our Murphy USA and Express brands allow us to achieve lower overhead costs and on-site costs compared to competitors with a much larger store format.
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.
We expect that our industry will continue to trend toward this model, resulting in increased 7 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 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 have continued to build our rapid response program to ensure safety events (i.e., slip and falls, medical emergencies, and vehicle accidents) are escalated quickly and responded to efficiently. 12 Properties Our headquarters of approximately 120,000 square feet is located at 200 Peach Street, El Dorado, Arkansas.
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.
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- 8 service checkouts and support third-party delivery services.
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.
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 www.murphyusa.com.
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.
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 ir.corporate.murphyusa.com .
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 standard approach to large scale and 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.
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 also own and operate two other office buildings in El Dorado, Arkansas that house our store support center and 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 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.
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 tobacco sales with our low-priced tobacco products and in total store sales per square foot as we also sell a growing 2 assortment of single-serve/immediate consumption items.
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 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. • We provide tuition reimbursement for home office employees, store managers, and assistant store managers. • We sponsor employees seeking to earn their GED.
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.
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 tobacco products is substantial, we have adopted procedures intended to minimize such exposure.
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.
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, 2023.
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.
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 tobacco products to persons younger than a certain age.
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 tobacco products.
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.
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-tobacco sales and diversifying our merchandise offerings.
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.
We continue to provide value opportunities to our customers through our Murphy Drive Rewards and QuickChek Rewards loyalty programs which reward customers with discounted and free items based on purchases of qualifying fuel and merchandise, as applicable.
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.
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, 2023. 6 We have numerous sources for our retail fuel supply, including nearly all of the major and large oil companies operating in the U.S.
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.
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 1,733 retail stores (as of December 31, 2023), the majority are situated on prime locations located near Walmart stores.
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.
Alternatively, you may access these reports at the SEC’s website at http://www.sec.gov . The information contained on these websites referenced herein is not incorporated by reference into this filing.
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.
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 development to transition all Murphy Express branded stores to the Murphy USA brand name.
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.
We maintain sophisticated leak detection and remote monitoring systems for underground storage tanks at most of our retail fueling stores and install up-to-date tank, piping, and monitoring systems at our new stores.
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.
Information about our operations, properties and business segments, including revenues by class of products and financial information by geographic area, are provided on pages 33 through 48, F-12 , F-13 , F-15 , and F-3 8 through F-39 of 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-3 8 through F-39 of this Annual Report on Form 10-K.
In 2023, we purchased more than 77% 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, 2023 are reported below.
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.
In addition, on January 29, 2021, the Company acquired Quick Chek Corporation ("QuickChek"), a privately held convenience store chain.
In addition, on January 29, 2021, the Company acquired Quick Chek Corporation ("QuickChek" or "QC"), a privately held convenience store chain.
We also market to unbranded wholesale customers through a mixture of Company owned and third-party terminals. During 2023, the Company sold 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, 2023 and the number of stores in each state.
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.
Our initiatives for fiscal year 2023 addressed, among other things, (i) Our Principles, (ii) Inclusion and Diversity, (iii) Talent Management, (iv) Total Rewards, and (v) 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.
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.
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.
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.
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 under the brand name of QuickChek, which are located in New Jersey and New York.
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.
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.
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.
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 2023 from $0.35 per share in Q4 2022 to $0.41 per share, or $1.64 per share on an annualized basis as of Q4 2023.
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.
As of December 31, 2023 2022 2021 2020 2019 Branded retail outlets: Murphy USA ® and Murphy Express 1,577 1,555 1,521 1,503 1,489 QuickChek ® 156 157 158 — — Total 1,733 1,712 1,679 1,503 1,489 Retail marketing: Total fuel contribution (cpg) 1 31.4 34.3 26.3 25.2 16.1 Retail fuel margin per gallon (cpg) 1 27.6 29.6 21.9 22.9 13.8 Gallons sold per store month (in thousands) 242.0 244.6 229.4 219.5 248.3 Merchandise sales revenue per store month (in thousands) $ 199.1 $ 193.5 $ 186.7 $ 166.3 $ 148.7 Merchandise margin as a percentage of merchandise sales 19.7% 19.7% 19.1% 15.6% 16.0% 1 Represents net sales prices for fuel less purchased cost of fuel.
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.
Market Conditions and Seasonality Market conditions in the oil and gas industry are cyclical and subject to global economic and political events, such as Russia's invasion of Ukraine, that upset global supply and demand and impact the price of crude oil and to new and changing governmental regulations.
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.
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 $7.1 million in 2024. We could be subject to joint and several as well as strict liability for environmental 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.
Our business consists primarily of the marketing of retail motor fuel products and convenience merchandise through a network of 1,733 (as of December 31, 2023) retail stores located in 27 states, of which, 1,577 were branded as Murphy stores and 156 were branded as QuickChek stores.
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.
We have approximately 15,600 dedicated and hardworking employees as of December 31, 2023, that are actively engaged to serve the customer, whether it is the external retail consumer or their internal co-workers.
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.
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.
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.
State No. of stores State No. of stores State No. of stores Alabama 81 Kentucky 48 New York 20 Arkansas 69 Louisiana 80 North Carolina 91 Colorado 37 Michigan 27 Ohio 44 Florida 142 Missouri 50 Oklahoma 55 Georgia 99 Mississippi 55 South Carolina 72 Iowa 22 Nebraska 5 Tennessee 93 Illinois 43 Nevada 4 Texas 365 Indiana 39 New Jersey 136 Utah 5 Kansas 7 New Mexico 21 Virginia 23 Total 1,733 5 The following table provides a history of our store count during the three-year period ended December 31, 2023: Years Ended December 31, 2023 2022 2021 Start of period 1,712 1,679 1,503 Acquired — — 156 New construction 28 36 23 Closed or sold (7) (3) (3) End of period 1,733 1,712 1,679 The following table present the numbers of our owned and leased stores at December 31, 2023: Located on Owned land Located on Leased Property 3,5 Total Stores Murphy branded 1 1,293 185 1,478 Leased from Walmart 2 — 99 99 QuickChek 3,4,5 10 — 10 Stores with leased land — 39 39 Stores with leased land and buildings — 107 107 Total stores operated 1,303 430 1,733 1 Leases for Murphy branded stores are operating leases 2 This table excludes 3 locations that were disposed of in prior years but remain subleased from Walmart to the buyer 3 Operating leases have an average remaining term, including renewals, of 26 years 4 Leases for QuickChek land are operating leases and QuickChek store buildings are finance leases 5 Finance leases have an average remaining term, including renewals, of 23 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.
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 Property 3,5 Total Stores Murphy branded 1 1,299 203 1,502 Leased from Walmart 2 — 99 99 QuickChek 3,4,5 10 — 10 Stores with leased land — 54 54 Stores with leased land and buildings — 92 92 Total stores operated 1,309 448 1,757 1 Leases for Murphy branded stores are operating leases 2 This table excludes 3 locations that were disposed of in prior years but remain subleased from Walmart to the buyer 3 Operating leases have an average remaining term, including potential future renewals, of 26 years 4 Leases for QuickChek land are operating leases and QuickChek store buildings are finance leases 5 Finance 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.
A thoughtful and well-planned approach has been taken to evaluate and execute benefits consolidation between Murphy USA and QuickChek, where appropriate. At present, several QuickChek benefit programs and vendors have been consolidated with Murphy USA's, including medical, dental, vision, flexible spending, and retirement.
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.
Repurchases in 2023 were made pursuant to our now completed $1 billion 2021 authorization and our $1.5 billion 2023 authorization. As of December 31, 2023, we had approximately $1.4 billion remaining under our 2023 authorization.
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.
As of December 31, 2023, Murphy USA had approximately 15,600 employees, including 5,900 full-time employees, and 9,700 part-time employees working at our stores, support centers, and corporate headquarters. Murphy USA is committed to the attraction, development, retention, and safety of our employees.
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.
The proposal would require an industry fleet-wide average of approximately 58 miles per gallon for passenger cars and light trucks in MY 2032, by increasing fuel economy by 2% year over year for passenger cars and by 4% year over year for light trucks.
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 proposal would increase fuel efficiency by 10% year over year.
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.
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, tobacco products and non-food merchandise, as well as a greater food and beverage offering at our QuickChek locations.
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.
We expect to build at least 30 to 35 NTI locations and at least 35 raze-and-rebuilds in 2024 and are targeting at least 45 NTI and at least 35 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.
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.
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. 11 We are committed to living our Principles, specifically, the principle of "Respect" as it relates to inclusion and diversity.
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.
Although the EPA declined to revise national ambient air quality standards for ground level ozone in December 2020, the EPA under a President Biden administration may revise such standards, which could require additional equipment upgrades and operating controls that could increase our capital and operating expenses.
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.
We have acquired through share repurchases approximately $3.0 billion of our common stock in a little more than ten years of operation. During the year 2023, we repurchased a total of 1,026,300 common shares for $333.2 million, for an average price of $324.62 per share.
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.
We are intentional about working towards increasing visible and invisible diversity throughout Murphy USA through several talent initiatives: • We invest in established partnerships with HBCUs. • We identify critical roles and potential successors with our succession management program. • We strive to lift up talent through differentiated and personalized development opportunities .
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 continue to evaluate QuickChek's benefit plans, and such evaluation could lead to additional consolidation with the Murphy USA plans in the future. 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.
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.
On April 12, 2023, the EPA announced new, more ambitious proposed standards to further reduce air pollutant emissions from light-duty and medium-duty vehicles staring with model year 2027. These and any future increases in or changes to fuel economy standards or GHG emission reduction requirements could decrease demand for our products.
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.
We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product outages during times of motor fuel supply disruptions. At some locations, however, there are limited suppliers for fuel in that market and we may have only one supplier.
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.
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.
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.
The U.S. Environmental Protection Agency 9 (“EPA”) and the National Highway Traffic Safety Administration (“NHTSA”) issued Corporate Average Fuel Economy ("CAFE") standards in 2012 that set fuel economy standards and regulated emissions of GHGs for fleets of 2017-2025 model year cars and light duty trucks.
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.
Removed
Our low cost operating model translates into a low cash fuel breakeven requirement that allows us to weather extended periods of low fuel margins and which has improved by more than 3 cents per gallon ("cpg") since our spin-off in 2013.
Added
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.
Removed
Our retail inventories of fuel turn approximately once daily. By establishing motor fuel supply relationships with several alternate suppliers for most locations, we believe we are able to effectively create competition for our purchases among various fuel suppliers.
Added
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.
Removed
In 2016, the NHTSA finalized a rule imposing stricter penalties against those who exceed CAFE standards. In December 2021, the EPA finalized standards for 2023-2026 model years that are more stringent than those in prior standards from 2020.
Added
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.
Removed
The EPA and NHTSA also regulate GHG emission and fuel efficiency standards for medium and heavy-duty vehicles and in August 2016, jointly finalized "Phase 2" vehicle and engine performance standards covering model years 2021 through 2027, which apply to semi-trucks, large pick-up trucks and vans, and all types and sizes of buses and work trucks.
Added
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.
Removed
In December 2022, the EPA finalized a rule that sets more stringent standards to reduce pollution from heavy duty vehicles and engines beginning with model year 2027; this was the first rulemaking under the EPA's Clean Trucks Plan, which is an EPA regulatory initiative to reduce GHG emissions and other harmful air pollutants from heavy-duty trucks via various rulemakings.
Added
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.
Added
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.
Added
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+10 added−14 removed117 unchanged
Biggest changeOther 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.
Biggest changeDevelopments 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.
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 intentional 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.
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.
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. Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.
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.
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. 17 Walmart continues to be a key relationship with regard to our Murphy USA network.
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.
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. 21 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.
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 cannot provide assurance that our business will generate cash flow from operations, or that future 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.
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.
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 motor fuel costs, motor fuel sales volumes, motor fuel gross margins and merchandise sales can be subject to seasonal fluctuations.
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.
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 petroleum products.
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.
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 19 and other similar retail outlets. Non-traditional retailers, including supermarkets, discount club stores and mass merchants, now compete directly with retail gasoline stores.
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.
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 oversight and control. These and other risks are present throughout our operations.
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.
For example, 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.
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.
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, 14 or seek to raise additional capital.
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.
On June 21, 2023, the EPA announced a final 18 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.
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.
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 petroleum usage and supply.
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.
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 16 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.
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, 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 77% of our merchandise. A disruption in supply could have a material effect on our business.
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.
At December 31, 2023, most of our Murphy branded stores were located in close proximity to Walmart Supercenter stores and we participate with 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.
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.
Our business is also affected by fuel economy standards and GHG vehicle emission reduction measures. As such fuel economy and GHG reduction requirements become more stringent over time, demand for our products may be adversely affected. In addition, some of our facilities are subject to GHG regulation.
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.
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 2024 and beyond.
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 retail operations are subject to extensive local, state and federal governmental laws and regulations relating to, among other things, the sale of alcohol, tobacco, lottery and lotto, employment conditions, including minimum wage requirements, and public accessibility requirements.
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 market price for RINs fluctuates based on a variety of factors, including but not limited to governmental and regulatory action and market dynamics. In 2023, the market price continued to fluctuate but was lower on average than the prior year.
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.
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, tobacco products, possible inhalants and lottery tickets, in particular to minors.
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.
For more information about our legal matters, see Note 19 “Contingencies” to the consolidated historical financial statements for the three years ended December 31, 2023 included in this Annual Report on Form 10-K.
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.
If the Asset Development group is unable to locate suitable locations or is unable to close the purchase for those locations in a timely fashion, the Company could find that it does not have sufficient land to fulfill its pipeline.
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.
These include provisions: • providing for a classified board of directors; • providing that our directors may be removed by our stockholders only for cause; • establishing super majority vote requirements for our shareholders to amend certain provisions of our Certificate of Incorporation and our Bylaws; • 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 24 • 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.
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.
Also, increasing regulations, including those for e-cigarettes, vapor products, and new tobacco products could offset some of the recent gains we have experienced from selling these products. Governing bodies continue to consider banning flavored tobacco products and have done so in some instances.
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.
Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as future legislation and/or regulation, potential rulings in court cases impacting the tobacco industry, and national and local campaigns to discourage smoking in the United States, may have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits.
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.
In 2023, over 77% of our merchandise, including most tobacco 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.
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.
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.
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.
Our ability to grow by at least 30 to 35 new stores and at least 35 raze-and-rebuild stores in 2024 and by at least 45 NTI stores and at least 35 raze-and-rebuild stores in future years relies on the continued growth of our project pipeline and the building material supply chain.
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.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which 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.
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.
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. 22 Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.
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.
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.
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.
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.
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.
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 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.
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.
Uninsured losses and liabilities arising from operating risks could reduce the funds available to 13 us for capital and investment spending and could have a material adverse effect on our financial condition, results of operations and cash flows.
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.
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.
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.
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.
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.
Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. 23 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, may disrupt consumption and trade patterns, supply chains and normal business activities, which could materially affect our operations and results of operations.
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.
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.
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.
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.
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.
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.
Our leverage could increase with additional borrowings on our shelf registration statement. 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.
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.
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.
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.
We may not be able to maintain the growth rate, levels of revenue, earnings, or operating efficiency that we and QuickChek have achieved to-date, or might have achieved separately.
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.
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.
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.
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.
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.
Future tobacco legislation and/or regulation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products could have a material adverse impact on our retail operating revenues and gross margin. Sales of tobacco products have historically accounted for an important portion of our total sales of convenience store merchandise.
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.
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 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.
These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries.
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.
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.
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.
Reduced sales of tobacco 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. Currently, major cigarette manufacturers offer substantial rebates to retailers unless prohibited by state or local laws. We include these rebates as a component of our gross margin.
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.
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.
Our operations and earnings have been and will continue to be affected by worldwide political developments.
In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers would negatively affect gross margins.
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.
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.
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.
Removed
As protection against these hazards and risks, we maintain insurance against many, but not all, potential losses or liabilities arising from such risks.
Added
Our credit ratings could be lowered or withdrawn entirely by a ratings agency if, in its judgment, the circumstances warrant.
Removed
In connection with our Separation from Murphy Oil, Murphy Oil has agreed to indemnify us for certain liabilities and we have agreed to indemnify Murphy Oil for certain liabilities. If we are required to act under these indemnities to Murphy Oil, we may need to divert cash to meet those obligations and our financial results could be negatively impacted.
Added
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.
Removed
The Murphy Oil indemnity may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and Murphy Oil may not be able to satisfy its indemnification obligations to us in the future.
Added
Unfavorable economic conditions, higher gasoline prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven.
Removed
Pursuant to the Separation and Distribution Agreement ("the Separation") and certain other agreements with Murphy Oil, Murphy Oil has agreed to indemnify us for certain liabilities, and we have agreed to indemnify Murphy Oil for certain liabilities.
Added
Sales of nicotine products have historically accounted for an important portion of our total sales of convenience store merchandise.
Removed
Indemnities that we may be required to provide Murphy Oil are not subject to any cap, may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution.
Added
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.
Removed
Third parties could also seek to hold us 15 responsible for any of the liabilities that Murphy Oil has agreed to retain, and under certain circumstances, we may be subject to continuing contingent liabilities of Murphy Oil following the Separation. Further, Murphy Oil may not be able to fully satisfy its indemnification obligations.
Added
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.
Removed
Moreover, even if we ultimately succeed in recovering from Murphy Oil any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, results of operations and financial condition.
Added
Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.
Removed
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.
Added
Regulations related to wages also affect our business.
Removed
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.
Added
The price at which our common stock trades may fluctuate significantly.
Removed
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.
Added
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.
Removed
If such efforts continue to be successful, it could have a further negative impact on our tobacco sales. These factors could materially and adversely affect our retail price of cigarettes, tobacco unit volume and sales, merchandise gross margin and overall customer traffic.
Removed
These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.
Removed
Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment have led to increased use of “green” 20 automobiles. In addition, in August 2021, the Biden Administration issued an executive order which set a target to make half of all new vehicles sold in 2030 zero emission vehicles.
Removed
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+1 added−1 removed10 unchanged
Biggest changeDirector, Security & Infrastructure, that consists of controls designed to prevent, detect, and manage reasonably foreseeable cybersecurity risks and threats. Both our CIO and our Sr. Director, Security & Infrastructure each have extensive experience assessing and managing cybersecurity programs and cybersecurity risk across a mix of public and large, private enterprises in the retail space. Our Sr.
Biggest changeBoth our CIO and our CISO each have extensive experience assessing and managing 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.
We maintain a third-party risk management program to evaluate, prioritize, mitigate and remediate risks associated with third-parties; however, we rely on those third-parties to implement security programs commensurate with their risk and we cannot ensure in all circumstances that their efforts will be successful. See Item 1A. "Risk Factors" for a discussion of cybersecurity risks.
We maintain a third-party risk management program to evaluate, prioritize, mitigate and remediate cybersecurity risks associated with third-parties; however, we rely on those third-parties to implement cybersecurity programs commensurate with their risk and we cannot ensure in all circumstances that their efforts will be successful. See Item 1A. "Risk Factors" for a discussion of cybersecurity risks.
For the 2023 period presented within this Annual Report, Murphy USA is not aware of any threats or cybersecurity incidents that have or are reasonably likely to materially affect our strategy, results of operations or financial condition. 26
For the 2024 period presented within this Annual Report, Murphy USA is not aware of any threats or cybersecurity incidents that have or are reasonably likely to materially affect our strategy, results of operations or financial condition.
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 (“PCI DSS”). We have implemented an information security program, which is overseen by our CIO and our Sr.
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.
Together with a third-party, we operate a 24/7 Security Operations Center ("SOC") to monitor the cybersecurity environment and coordinate escalation and remediation of alerts. Any identified incidents are documented and reviewed in accordance with the Company's Incident Response Plan.
Leaders and team members who support our information security program have relevant education and industry experience, including various cybersecurity industry certifications. Together with a third-party, we operate a 24/7 Security Operations Center ("SOC") to monitor the cybersecurity environment and coordinate escalation and remediation of alerts. Any identified incidents are documented and reviewed in accordance with the Company's Incident Response Plan.
The Cyber Disclosure Committee is comprised of the Company's VP & General Counsel, the Senior Director, Security & Infrastructure, and the VP & Controller.
The Cyber Disclosure Committee is comprised of the Company's VP & General Counsel, the CISO, and the VP, CAO & Treasurer.
Removed
Director, Security & Infrastructure 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.
Added
We have implemented an information security program, which is overseen by our CIO and our CISO, that consists of controls designed to prevent, detect, and manage reasonably foreseeable cybersecurity risks and threats.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+5 added−2 removed4 unchanged
Biggest changeWest 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.
Biggest changeWest 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.
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. Jennifer R.
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.
Executive officers are elected annually but may be removed from office at any time by the Board of Directors. R. Andrew Clyde – Age 60; 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.
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.
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 54; 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.
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.
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, 2023.
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.
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 54; Executive Vice President, Fuels, Chief Financial Officer, and Treasurer since August 2013. Ms.
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.
He holds a bachelor of arts degree from Texas A & M University. Blake Segal – Age 43; 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.
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.
She is a Certified Public Accountant (inactive) and a Certified Treasury Professional. Robert J. Chumley – Age 59; Senior Vice President, Chief Digital Officer, since June 2022, and was Senior Vice President of Merchandising and Marketing from September 2016. Mr.
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.
In 2018, she was promoted to National Vice President, Sales and Operations and in 2019 was promoted to Senior Vice President, Sales and Operations. She holds a Bachelor of Business Administration degree from the University of Texas--Austin. Ms.
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 also holds a Master of Business Administration from the University of Houston and a Doctorate of Jurisprudence from the University of Tennessee. Christopher A. Click – Age 51; 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.
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.
Litigation The City of Charleston, South Carolina and the state of Delaware have filed lawsuits against energy companies, including the Company.
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.
These lawsuits allege damages as a result of climate change and the plaintiffs are seeking unspecified damages and abatement under various tort theories. 27 SUPPLEMENTAL INFORMATION; Information About Our Executive Officers The age at January 1, 2024, present corporate office and length of service in office of each of the Company’s executive officers, as of December 31, 2023, are reported in the following listing.
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.
Removed
Bridges – Age 55; Senior Vice President, Asset Development since February 2022. Ms. Bridges joined the Company in 2017 as Vice President, Asset Development and was promoted to Senior Vice President, Asset Development in 2022. Her previous experience includes 14 years in planning, store development, and property management at 7-Eleven, including 5 years at Vice President.
Added
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.
Removed
Prior to retail, she was a management consultant in the Energy practice of Booz Allen Hamilton. Ms. Bridges holds a Masters of 28 Public Affairs and a Masters of Business Administration, both from the University of Texas at Austin, and a Bachelor of Arts degree from Stanford University.
Added
Jeff had nearly 25 years of experience across Fortune 500 companies.
Added
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.
Added
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.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+0 added−0 removed7 unchanged
Biggest changeBoard 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. During the fourth quarter of 2023, a total of 113,989 common shares were repurchased pursuant to the now completed 2021 authorization and 328,225 common shares were repurchased pursuant to the 2023 authorization.
Biggest changeBoard 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.
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, 2018 for the Company, the Standard and Poor’s 500 Stock Index Fund (S&P 500 Index) and the S&P Retail Select Index.
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.
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, 2023 for additional information.
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.
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 1,517 stockholders of record as of December 31, 2023.
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.
We declared and paid dividends of $1.55 per share during 2023, $1.27 per share in 2022, $1.04 per share in 2021, and we expect to continue quarterly dividend payments in the future.
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.
As of December 31, 2023, we had approximately $1.4 billion remaining under our 2023 authorization. 30 Below is detail of the company's common share repurchases during the fourth quarter of 2023.
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.
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 531,086 $139.07 3,154,683 Equity compensation plans not approved by security holders — — — Total 531,086 $139.07 3,154,683 (1) Amounts in this column include outstanding restricted stock units.
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).
We may use cash from operations as well as draws under our credit facilities to effect purchases. During the year 2023, we repurchased a total of 1,026,300 common shares for $333.2 million, for an average price of $324.62 per share. Repurchases in 2023 were made pursuant to both the now completed 2021 authorization and our 2023 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.
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.
The features of these plans are discussed further in Note 12 “Incentive Plans” to our audited consolidated financial statements.
(2) Number of shares available for issuance as of December 31, 2023 includes 2,995,854 available shares under the 2013 Long-Term Incentive Plan plus 157,285 available shares under the 2013 Stock Plan for Non-Employee Directors plus 1,544 available shares under the 2023 Omnibus Incentive Compensation Plan.
(2) Number of shares available for issuance as of December 31, 2024 under the 2023 Omnibus Incentive Compensation Plan.
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 Programs 1 October 1, 2023 to October 31, 2023 116,743 $ 358.04 116,743 $ 1,499,151,826 November 1, 2023 to November 30, 2023 172,011 367.32 172,011 1,435,968,888 December 1, 2023 to December 31, 2023 153,460 361.40 153,460 1,380,508,754 Three Months Ended December 31, 2023 442,214 $ 362.81 442,214 $ 1,380,508,754 1 Terms of the repurchase plan authorized by the Murphy USA Inc.
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 Programs 1 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 1 Terms of the repurchase plan authorized by the Murphy USA Inc.
S&P 500 Index S&P Retail Select Index December 31, 2018 $ 100 $ 100 $ 100 December 31, 2019 $ 153 $ 129 $ 112 December 31, 2020 $ 171 $ 150 $ 157 December 31, 2021 $ 260 $ 190 $ 223 December 31, 2022 $ 365 $ 153 $ 150 December 31, 2023 $ 465 $ 190 $ 180 Item 6.
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+10 added−14 removed50 unchanged
Biggest changeWhen prior period SSS volumes or sales are presented, they have not been revised for current year activity for raze-and-rebuilds and asset dispositions. 37 Fuel Twelve Months Ended December 31, Key Operating Metrics 2023 2022 2021 Total retail fuel contribution ($ Millions) $ 1,324.0 $ 1,405.0 $ 951.3 Total PS&W contribution ($ Millions) (144.9) (80.8) (72.3) RINs and other (included in Other operating revenues on Consolidated Income Statement) ($ Millions) 328.6 305.8 265.3 Total fuel contribution ($ Millions) $ 1,507.7 $ 1,630.0 $ 1,144.3 Retail fuel volume - chain (Million gal) 4,803.7 4,751.5 4,352.2 Retail fuel volume - per store (K gals APSM) 1 242.0 244.6 229.4 Retail fuel volume - per store (K gal SSS) 2 237.8 240.9 225.8 Total fuel contribution (cpg) 31.4 34.3 26.3 Retail fuel margin (cpg) 27.6 29.6 21.9 PS&W including RINs contribution (cpg) 3.8 4.7 4.4 1 APSM metric includes all stores open through the date of calculation 2 2022 and 2021 amounts not revised for 2023 raze-and-rebuild activity The reconciliation of the total fuel contribution to the Consolidated Income Statements is as follows: Twelve Months Ended December 31, (Millions of dollars) 2023 2022 2021 Petroleum product sales $ 17,104.4 $ 19,230.1 $ 13,410.8 Less Petroleum product cost of goods sold (15,929.7) (17,910.1) (12,535.5) Plus RINs and other (included in Other Operating Revenues line) 333.0 310.0 269.0 Total fuel contribution $ 1,507.7 $ 1,630.0 $ 1,144.3 Merchandise Twelve months ended December 31, Key Operating Metrics 2023 2022 2021 Total merchandise contribution ($ Millions) $ 803.4 $ 767.1 $ 701.6 Total merchandise sales ($ Millions) $ 4,089.3 $ 3,903.2 $ 3,677.7 Total merchandise sales ($K SSS) 1,2 $ 199.8 $ 193.0 $ 168.8 Merchandise unit margin (%) 19.7 % 19.7 % 19.1 % Tobacco contribution ($K SSS) 1,2 $ 18.4 $ 17.7 $ 16.7 Non-tobacco contribution ($K SSS) 1,2 $ 21.3 $ 20.2 $ 10.8 Total merchandise contribution ($K SSS) 1,2 $ 39.7 $ 37.9 $ 27.5 1 2022 and 2021 amounts not revised for 2023 raze-and-rebuild activity 2 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points 38 Same store sales information compared to APSM metrics: Variance from prior year periods December 31, 2023 December 31, 2022 December 31, 2021 SSS 1 APSM 2 SSS 1 APSM 2 SSS 1 APSM 2 Fuel gallons per month (1.8) % (1.0) % 5.4 % 6.6 % 3.0 % 4.5 % Merchandise sales 2.7 % 2.9 % 2.9 % 3.7 % 1.0 % 12.2 % Tobacco sales 3.5 % 2.9 % 2.9 % 2.3 % (0.4) % (0.8) % Non tobacco sales 1.4 % 3.1 % 3.1 % 6.3 % 4.5 % 46.2 % Merchandise margin 3.0 % 2.9 % 5.1 % 6.8 % 3.5 % 37.7 % Tobacco margin 4.3 % 2.7 % 5.5 % 4.2 % 2.3 % 4.3 % Non tobacco margin 1.9 % 3.8 % 4.7 % 9.6 % 5.4 % 89.2 % 1 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points 2 Includes all MDR activity Financial Summary of 2023 Compared to 2022 The Marketing segment had total revenues of $21.5 billion in 2023 compared to $23.4 billion in 2022, a decrease of $1.9 billion, due primarily to a lower average retail fuel sales price, partially offset by increased retail fuel volumes sold and higher merchandise sales.
Biggest changeFuel Twelve Months Ended December 31, Key Operating Metrics 2024 2023 2022 Total retail fuel contribution ($ 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 1 APSM metric includes all stores open through the date of calculation 2 2023 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 1 2023 and 2022 amounts not revised for 2024 raze-and-rebuild activity 2 Includes 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 SSS 1 APSM 2 SSS 1 APSM 2 SSS 1 APSM 2 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 % 1 Includes store-level discounts for redemptions and excludes changes in value of unredeemed points associated with our loyalty program(s) 2 Includes 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.
RINs in excess of the set quota can then 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.
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 2023–2025.
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.
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 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.
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 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 matters.
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.
This judgment and determination affect the amount of consideration paid that is allocable to assets and liabilities acquired in the 47 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.
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.
("MOUSA"), our primary operating subsidiary, issued $300 million of 5.625% Senior Notes due 2027 (the "2027 Senior Notes") under its existing shelf registration 42 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).
("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 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 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.
Interest payable on the Term Facility is based on either: • the term overnight financing rate, plus the applicable Alternative Reference Rate Committee ("ARRC") recommended credit spread adjustment (the “Adjusted Term SOFR Rate”); or • the Alternate Base Rate, which is defined as the highest of (a) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate”, (b) the greater of federal funds effective rate and the overnight bank funding rate determined by the Federal Reserve Bank of New York from time to time plus 0.50% per annum and (c) the one-month Adjusted Term SOFR Rate plus 1.00% per annum, 43 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 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.
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 $115.6 million, or 4.5% of consolidated net tangible assets over the life of the credit agreement.
If our total leverage ratio, on a pro forma basis, exceeds 3.0 to 1.0, any restricted payments made following that time until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be limited by the covenant, which contains certain exceptions, including an ability to make restricted payments in cash in an aggregate 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.
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 of impairment.
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.
These factors include, but are not limited to, the price of refined products, geopolitical events that disrupt the global supply, overall demand, and prices of crude oil, interruptions in our fuel and merchandise supply 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 tobacco 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.
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.
Rising prices can cause consumers to reduce discretionary fuel consumption, however our low-price model can serve as a hedge to draw new customers which can offset the potential loss of discretionary volumes.
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.
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 included in the comparison.
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.
See Note 11 “Income Taxes” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2023 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.
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.
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 2023, 2022, or 2021.
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.
To the extent necessary, we will borrow under these facilities to fund our ongoing operating requirements. There can be no assurances, however, that we will generate sufficient cash from operations or be able to draw on the credit facilities, obtain commitments for our incremental facility, or obtain 34 and draw upon other credit facilities.
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.
See also Note 10 “Asset Retirement Obligation” in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2023. 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.
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.
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, 2023.
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.
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, 2022, for the stores being compared in the 2023 versus 2022 comparison). Acquired stores are not included in the calculation of same stores for the first 12 months after the acquisition.
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.
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 100% owned subsidiaries provide full and unconditional guarantees on a joint and several basis.
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.
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 2023 and 2022 items and the year-to-year comparison between 2023 and 2022.
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.
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 and increases retail fuel prices.
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.
Under the Energy Policy Act of 2005, the Environmental Protection Agency ("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.
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.
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 Income Statements.
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.
The 2029 Senior Notes are fully and unconditionally guaranteed by the Company and by the Company's 100% owned subsidiaries that guarantee our Credit Facilities. The indenture governing the 2029 Senior Notes contains restrictive covenants that are essentially identical to the covenants for the 2027 Senior Notes.
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.
Our revenues are impacted by our 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 biodiesel) to capture and subsequently sell RINs.
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.
Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: the Company's ability to realize projected synergies from the acquisition of QuickChek and successfully expand our food and beverage offerings; 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 Russia's invasion of Ukraine and the conflicts in the Middle East, that impact the supply and demand and prices of crude oil; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic, and the government reaction in response thereof; the impact of any systems failures, cybersecurity and/or security breaches of the company or its vendor partners, including any security breach that 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 tobacco or e-cigarette legislation and any other efforts that make purchasing tobacco products more costly or difficult could hurt our revenues and impact gross margins; 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.
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.
See Note 18 “Commitments” in the audited consolidated financial statements for the year ended December 31, 2023. 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 sustaining capital.
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 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 an indicator of ongoing operating performance and our ability to generate cash flow from operations.
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.
The Revolving Facility credit agreement also impose total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.
The Revolving Facility credit agreement also imposes total leverage ratio and secured net leverage ratio financial maintenance covenants which are tested quarterly.
Non-GAAP Measures The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2023.
Non-GAAP Measures The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three years ended December 31, 2024.
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 business segments for the two years ended December 31, 2023. • 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, 2023.
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.
As of December 31, 2023, we had $1.3 billion of Senior Notes and a $390 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.
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.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Management’s Discussion and Analysis of Results of Operations and Financial Condition (“Management’s Discussion and Analysis”) is the Company’s analysis of its financial performance and of significant trends that may affect future performance.
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.
The outstanding balance of the term loan was $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.
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.
Discussions of 2021 items and the year-to-year comparisons between 2022 and 2021 are not included in this Form 10-K and can be found in the Form 10-K for the year ended December 31, 2022, filed on February 15, 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.
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.
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.
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 development) for the full year 2024 to range from approximately $400 million to $450 million depending on how many new stores are completed.
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.
For purposes of this Management’s Discussion and Analysis, references to “Murphy USA”, the “Company”, “we”, “our”, and "us" refer to Murphy USA Inc. and its subsidiaries on a consolidated basis.
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.
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 typically has 13 weeks. For 2023, the QuickChek results cover the period December 31, 2022 to December 29, 2023.
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.
See Note 18 “Commitments” in the audited consolidated financial statements for the three years ended December 31, 2023, included in this Annual Report on Form 10-K.
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.
See also Note 16 "Other Financial Information" in the accompanying audited consolidated financial statements for the three-year period ended December 31, 2023. Investing Activities For the year ended December 31, 2023, cash required by investing activities was $323.6 million compared to cash required by investing activities of $319.3 million in 2022.
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.
At December 31, 2023, our total leverage ratio was 1.68 to 1.0 which meant our ability at that date to make restricted payments was not limited.
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.
Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results which include Renewable Identification Numbers ("RINs")) was 31.4 cpg in 2023, compared to 34.3 cpg in 2022.
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.
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.
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.
A summary of the Company’s earnings by business segment follows: Year ended December 31, (millions of dollars) 2023 2022 2021 Marketing $ 630.9 $ 740.9 $ 472.8 Corporate and other assets (74.1) (68.0) (75.9) Net income $ 556.8 $ 672.9 $ 396.9 Net income for 2023 decreased compared to 2022, primarily due to: • Lower all-in fuel contribution; • Higher store operating expenses, excluding payment fees; • Higher interest expense; • Higher depreciation and amortization expense; • Higher selling, general and administrative ("SG&A") expenses 35 The items below partially offset the decrease in earnings in the current period: • Higher merchandise contribution; • Lower income tax expense; • Lower payment fees Financial Summary of 2023 Compared to 2022 Revenues for the year ended December 31, 2023 decreased $1.9 billion, or 8.2%, compared to 2022.
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.
We believe our short-term and long-term liquidity 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, dividend payments, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.
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.
As of December 31, 2023, we had no outstanding borrowings under the Revolving Facility and had $6.2 million in outstanding letters of credit (which reduces the amount available to borrow under the Revolving Facility).
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).
The Renewable Fuel Standard ("RFS") program continues to be unpredictable and prices received by us for ethanol RINs averaged $1.35 per RIN for the year 2023 compared to $1.42 per RIN in 2022 but exited the year around $0.80 per RIN.
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.
At December 31, 2023, we had additional available capacity under the committed $350 million cash flow revolving credit facility, with none drawn. 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.
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.
While we generally expect our volumes and gross margins to remain stable in a normalized environment, they can change rapidly due to many factors.
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.
We also have a mix of convenience stores and retail gasoline stores located in New Jersey and New York that operate under the brand name of QuickChek ® . At December 31, 2023, we had a total of 1,733 Company stores in 27 states, of which 1,577 were Murphy branded and 156 were QuickChek brand.
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.
This reduction was due to lower retail fuel contribution, combined with lower contribution from PS&W margin, and was partially offset by slightly higher fuel volumes sold for the year. Retail fuel margin on a cpg basis decreased 6.8% in 2023 to 27.6 cpg, compared to 29.6 cpg in the prior year.
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.
Revenue amounts included excise taxes collected and remitted to government authorities of $2.3 billion in 2023 and $2.2 billion in 2022. Total fuel contribution for the year ended December 31, 2023, was $1.5 billion, a decrease of $0.1 billion or 7.5%, compared to 2022.
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.
(Millions of dollars, except revenue per store month (in thousands) and store counts) Years Ended December 31, Marketing Segment 2023 2022 2021 Operating revenues Petroleum product sales $ 17,104.4 $ 19,230.1 $ 13,410.8 Merchandise sales 4,089.3 3,903.2 3,677.7 Other operating revenue 335.2 312.1 271.4 Total operating revenues 21,528.9 23,445.4 17,359.9 36 (Millions of dollars, except revenue per store month (in thousands) and store counts) Years Ended December 31, Marketing Segment 2023 2022 2021 Operating expenses Petroleum product cost of goods sold 15,929.7 17,910.1 12,535.5 Merchandise cost of goods sold 3,285.9 3,136.1 2,976.1 Store and other operating expenses 1,014.6 976.5 827.1 Depreciation and amortization 211.9 204.8 197.3 Selling, general and administrative 240.5 232.5 193.6 Accretion of asset retirement obligations 3.0 2.7 2.5 Total operating expenses 20,685.6 22,462.7 16,732.1 Gain (loss) on sale of assets (0.7) (0.7) 1.6 Income (loss) from operations 842.6 982.0 629.4 Other income (expense) Interest expense (8.9) (9.0) (8.1) Other nonoperating income 0.2 — — Total other income (expense) (8.7) (9.0) (8.1) Income (loss) before income taxes 833.9 973.0 621.3 Income tax expense (benefit) 203.0 232.1 148.5 Net Income (loss) from operations $ 630.9 $ 740.9 $ 472.8 Total tobacco sales revenue per same store sales 1,2 $ 127.2 $ 123.3 $ 120.2 Total non-tobacco sales revenue per same store sales 1,2 72.6 69.7 48.6 Total merchandise sales revenue per same store sales 1,2 $ 199.8 $ 193.0 $ 168.8 1 2022 and 2021 amounts not revised for 2023 raze-and-rebuild activity (see SSS definition below) 2 Includes store-level discounts for Murphy Drive Reward ("MDR") redemptions and excludes change in value of unredeemed MDR points Store count at end of period 1,733 1,712 1,679 Total store months during the period 20,535 20,172 19,702 Average Per Store Month ("APSM") metric includes all stores open through the date of the calculation, including stores acquired during the period.
(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 sales 1,2 $ 132.0 $ 127.2 $ 123.3 Total non-nicotine sales revenue per same store sales 1,2 73.6 72.6 69.7 Total merchandise sales revenue per same store sales 1,2 $ 205.6 $ 199.8 $ 193.0 1 2023 and 2022 amounts not revised for 2024 raze-and-rebuild activity (see SSS definition below) 2 Includes 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.
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.
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.
Debt Our long-term debt at December 31, 2023 and 2022 was as set forth below: December 31, (Millions of dollars) 2023 2022 5.625% senior notes due 2027 (net of unamortized discount of $1.3 at 2023 and $1.6 at 2022) $ 298.7 $ 298.4 4.75% senior notes due 2029 (net of unamortized discount of $3.6 at 2023 and $4.2 at 2022) 496.4 495.8 3.75% senior notes due 2031 (net of unamortized discount of $4.4 at 2023 and $5.1 at 2022) 495.6 494.9 Term loan due 2028 (effective interest rate of 7.23% at 2023 and 5.95% at 2022) net of unamortized discount of $0.6 at 2023 and $0.7 at 2022 389.4 393.3 Capitalized lease obligations, autos and equipment, due through 2027 3.1 2.3 Capitalized lease obligations, buildings, due through 2059 123.6 131.3 Unamortized debt issuance costs (7.1) (9.1) Total long-term debt 1,799.7 1,806.9 Less current maturities 15.0 15.0 Total long-term debt, net of current $ 1,784.7 $ 1,791.9 Senior Notes On April 25, 2017, Murphy Oil USA, Inc.
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.
The increase in cash required by investing activities of $4.3 million compared to the previous year was primarily due to the increase in capital expenditures of $30.3 million, lower proceeds from the sale of assets of $6.4 million, and cash required for other investing activities which were higher by $1.0 million.
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.
We also invest in our Corporate and other assets segment which is primarily technology related. 45 The following table outlines our capital spending and investments by category for the three years ended December 31, 2023: Years Ended December 31, (Millions of dollars) 2023 2022 2021 Marketing: Company stores $ 232.0 $ 245.7 $ 221.2 Terminals 5.7 — 2.5 Sustaining capital 51.8 33.4 21.8 Corporate and other assets 54.6 26.7 32.0 Total $ 344.1 $ 305.8 $ 277.5 We currently expect capital expenditures for the full year 2024 to range from approximately $400 million to $450 million, including $275 million to $315 million for retail growth, approximately $75 million to $80 million for maintenance capital, with the remaining funds earmarked for other corporate investments and other strategic initiatives.
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.
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. Our impairment evaluations are based on assumptions we deem to be reasonable.
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.
The decrease was due to lower average retail fuel prices which decreased 45 cpg, or 12.3%, lower PS&W revenues, which were partially offset by a 1.1% increase in retail fuel volumes sold and a 4.8% increase in merchandise sales revenues.
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.
Crude oil prices in 2023 continued to be volatile during the year with prices ranging from $67 per barrel to $94 per barrel, with an average price of $78 per barrel, compared to prices in 2022 that ranged from $71 per barrel to $124 per barrel with an average of $95 per barrel.
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.
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, 2023, the Company reported net income of $556.8 million, or $25.49 per diluted share, on revenue of $21.5 billion.
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.
The credit agreement contains certain covenants that limit, among other things, the ability of the Company and certain of its subsidiaries to incur additional indebtedness or liens, to make certain investments, to enter into sale-leaseback transactions, to make certain restricted payments, to enter into consolidations, mergers or sales of material assets and other fundamental changes, to transact with affiliates, to enter into agreements restricting the ability of subsidiaries to incur liens or pay dividends, or to make certain accounting changes.
The Credit Agreement 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 dividend is payable on March 7, 2024, to shareholders of record as of February 26, 2024. 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.
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.
The reconciliation of net income to EBITDA and Adjusted EBITDA is as follows: Years Ended December 31, (Millions of dollars) 2023 2022 2021 Net income $ 556.8 $ 672.9 $ 396.9 Income tax expense (benefit) 177.6 210.9 125.0 Interest expense, net of investment income 91.6 82.3 82.3 Depreciation and amortization 228.7 220.4 212.6 EBITDA 1,054.7 1,186.5 816.8 Accretion of asset retirement obligations 3.0 2.7 2.5 (Gain) loss on sale of assets 0.8 (2.1) (1.5) Acquisition and integration related costs — 1.5 10.4 Other nonoperating (income) expense — 2.3 (0.2) Adjusted EBITDA $ 1,058.5 $ 1,190.9 $ 828.0 40 Capital Resources and Liquidity Significant Sources of Capital As of December 31, 2023, we had $117.8 million of cash and cash equivalents and total marketable securities of $11.5 million.
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.
We intend to fund our capital program in 2024 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 expand additional capabilities such as food and beverage within our network.
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.
We have a committed cash flow revolving credit facility (the "revolving facility") of $350 million, which was undrawn at December 31, 2023, which can be utilized for working capital and other general corporate purposes, including supporting our operating model as described herein.
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.
(Millions of dollars) Total Less than 1 year 1-3 years 4-5 years More than 5 years Debt obligations 1 $ 1,744.6 $ 15.0 $ 30.9 $ 698.7 $ 1,000.0 Operating lease obligations 794.3 53.1 104.1 101.3 535.8 Purchase obligations 2 664.5 354.7 292.2 9.4 8.2 Asset retirement obligations 164.2 — — — 164.2 Other long-term obligations, including interest on long-term debt 460.9 81.4 160.3 131.7 87.5 Total $ 3,828.5 $ 504.2 $ 587.5 $ 941.1 $ 1,795.7 1 For additional information, see Note 9 “Long-Term Debt” in the accompanying audited consolidated financial statements. 2 Primarily includes ongoing new retail store construction in progress at December 31, 2023, commitments to purchase land, take-or-pay supply contracts and other services.
(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 1 For additional information, see Note 9 “Long-Term Debt” in the accompanying audited consolidated financial statements. 2 Primarily 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 also Note 9 "Long-Term Debt" in the accompanying consolidated financial statements for the three years ended December 31, 2023. 44 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 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.
We may use cash from operations as well as draws under our credit facilities to effect purchases. During the year 2023, we repurchased a total of 1,026,300 common shares for $336.2 million, at an average price of $327.55 per share, including any excise tax.
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.
Cost of sales decreased $1.8 billion, or 8.7%, compared to 2022, due to the lower average cost of fuel, which decreased 11.1%, and was partially offset by the 1.1% increase in retail fuel volumes sold and a 4.8% increase in merchandise cost of goods sold.
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.
We use sustaining capital in this business as needed to ensure reliability and continued performance of our stores.
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.
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. 46 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.
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.
See "—Debt" above for additional information concerning the Company's outstanding indebtedness, all of which is guaranteed as described below.
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.
MOUSA. is our primary operating subsidiary and generated the vast majority of our revenues for the year ended December 31, 2023 and accounted for the vast majority of our total assets as of December 31, 2023. 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.
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.
Depreciation and amortization expense in 2023 increased $8.3 million due primarily to the increased number of Murphy branded stores with larger formats.
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.
The increase in cash required by investing activities was partially offset by the change in redemptions of marketable securities net of new investments of $33.4 million. Financing Activities Financing activities in the year ended December 31, 2023 required net cash of $403.1 million compared to net cash required of $871.3 million in 2022.
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.
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.
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.

… 39 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed3 unchanged
Biggest changeChanges in the fair value of these derivative contracts generally offset the changes in the value for an equivalent volume of these products. 48 Interest Rate Risk We have exposure to interest rate risks related to volatility of our floating rate term loan with a balance as of December 31, 2023, of $390.0 million and to our cash flow revolver facility which currently is undrawn.
Biggest changeInterest 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.
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, 2023 to hedge the purchase price of refined products.
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.
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.
The acquisition of any interest rate derivatives is undertaken by senior management when appropriate with delegated authority from the appropriate Board level committee.
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.

Other MUSA 10-K year-over-year comparisons