UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 27, 2021

MURPHY USA INC.
(Exact name of registrant as specified in its charter)

Delaware	001-35914	46-2279221	
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	
			
200 Peach Street			
El Dorado, Arkansas		71730-5836	
 
(870) 875-7600
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
									
Title of each class	Trading symbol(s)	Name of each exchange on which registered	
Common Stock, $0.01 Par Value	MUSA	New York Stock Exchange	

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.   Results of Operations and Financial Condition
 
On October 27, 2021, Murphy USA Inc. issued a news release announcing its financial results for the three and nine months ended September 30, 2021. The full text of this news release is attached hereto as Exhibit 99.1.
 
The information in this Item 2.02, Item 9.01, including Exhibit 99.1shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 Item 7.01.   Regulation FD Disclosure
 
On October 27, 2021, Murphy USA Inc. issued a news release announcing a dividend increase. The full text of this news release is attached hereto as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits
 
(d) Exhibits
 
99.1    News release issued by Murphy USA Inc., dated October 27, 2021, announcing financial results for the three and nine months ended September 30, 2021

99.2    News release issued by Murphy USA Inc., dated October 27, 2021, announcing dividend increase

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

												

		
		MURPHY USA INC.	
			
Date: 	October 27, 2021	By:  /s/  Donald R. Smith, Jr.	
		Donald R. Smith, Jr.	
		Vice President and Controller	

Exhibit Index

	
Exhibit No.  			Description	
99.1		News release issued by Murphy USA Inc., dated Oct 27, 2021, announcing earnings for the three and nine months ended September 30, 2021	
	
99.2		News release issued by Murphy USA Inc., dated October 27, 2021, announcing dividend increase	
					
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)	

Exhibit 99.1

Murphy USA Inc. Reports Third Quarter 2021 Results

El Dorado, Arkansas, October 27, 2021 (BUSINESS WIRE) – Murphy USA Inc. (NYSE: MUSA), a leading marketer of retail motor fuel products and convenience merchandise, today announced financial results for the three and nine months ended September 30, 2021.
Key Highlights:
•Net income was $104.0 million, or $3.98 per diluted share, in Q3 2021 compared to net income of $66.9 million, or $2.27 per diluted share, in Q3 2020

•Total fuel contribution (retail fuel margin plus product supply and wholesale ("PS&W") results including RINs) for Q3 2021 was 26.6 cpg, compared to 22.3 cpg in Q3 2020

•Total retail gallons increased 11.4% in Q3 2021 compared to Q3 2020, while volumes on a same store sales ("SSS") basis increased 1.9%

•Merchandise contribution dollars increased 58.6% to $187.3 million compared to the prior-year quarter, on average unit margins of 19.6% in the current quarter, primarily attributable to the QuickChek acquisition

•Food and beverage contribution margin increased significantly to 14.8% of total merchandise contribution dollars in Q3 2021 compared to 0.9% in the prior year period due to the inclusion of QuickChek in the current period

•During Q3 2021, the Company opened 4 new Murphy Express stores and 3 QuickChek stores. There are 16 new Murphy Express sites, 3 new QuickChek sites, and 12 raze-and-rebuild Murphy USA sites currently under construction

•Common shares repurchased during Q3 2021 were approximately 0.2 million for $33.2 million at an average price of $153.95 per share

•The Company also announced a quarterly cash dividend of $0.29 per Common share, $1.16 on an annualized basis, payable on December 1, 2021 based on a record date of November 8, 2021

“Despite continued supply chain constraints and operational hurdles, Murphy USA’s exceptional third-quarter performance demonstrates our ability to compete and win in a challenging environment," said President and CEO Andrew Clyde. “We grew both fuel volumes and margins versus the prior year, expanded same-store merchandise contribution, and introduced targeted investments in labor to support our employees and help maintain our high standards of customer service. Our outlook for the business remains robust and we expect to generate strong free cash which will enable continued organic growth and shareholder distributions, including share repurchase, and as announced this afternoon, an increase in our quarterly dividend to $0.29 per share from $0.25 per share."

Consolidated Results
																											
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Key Operating Metrics		2021		2020		2021		2020	
Net income (loss) ($ Millions)		$	104.0 			$	66.9 			$	288.1 			$	325.1 		
Earnings per share (diluted)		$	3.98 			$	2.27 			$	10.72 			$	10.88 		
Adjusted EBITDA ($ Millions)		$	212.5 			$	141.5 			$	611.8 			$	586.4 		
Net income and Adjusted EBITDA for Q3 2021 were higher versus the prior period, primarily due to higher all-in fuel contribution, higher merchandise margin contribution, and lower general and administrative expense, partially offset by higher store operating expenses and higher payment fees. Net income was further impacted by higher current-quarter interest, depreciation, and income tax expense. All amounts reported for the quarter and year-to-date 2021 periods include the consolidated results of our wholly-owned subsidiary, Quick Chek Corporation ("QuickChek") from January 29, 2021.

Fuel
																											
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Key Operating Metrics		2021		2020		2021		2020	
Total retail fuel contribution ($ Millions)		$	264.4 			$	187.7 			$	666.0 			$	739.5 		
Total PS&W contribution ($ Millions)		(43.0)			6.9 			(53.7)			(21.5)		
RINs and other (included in Other operating revenues on Consolidated Income Statement) ($ Millions)		71.5 			25.2 			224.5 			63.3 		
Total fuel contribution ($ Millions)		$	292.9 			$	219.8 			$	836.8 			$	781.3 		
Retail fuel volume - chain (Million gal)		1,100.2 			987.3 			3,232.7 			2,888.2 		
Retail fuel volume - per store (K gal APSM)1		231.7 			224.0 			228.0 			216.9 		
Retail fuel volume - per store (K gal SSS)2		227.6 			220.3 			224.5 			213.7 		
Total fuel contribution (including retail, PS&W and RINs) (cpg)		26.6 			22.3 			25.9 			27.1 		
Retail fuel margin (cpg)		24.0 			19.0 			20.6 			25.6 		
PS&W including RINs contribution (cpg)		2.6 			3.3 			5.3 			1.5 		
	
1Average Per Store Month ("APSM") metric includes all stores open through the date of calculation	
22020 amounts not revised for 2021 raze-and-rebuild activity	

Total fuel contribution dollars increased 33.3%, or $73.1 million, in Q3 of 2021 compared to Q3 of 2020. Retail fuel margins in the current period increased to 24.0 cpg, or 26.3% above the prior period despite a rising fuel price environment. Consequently, total retail fuel contribution dollars of $264.4 million increased 40.9% compared to the prior-year quarter, supported by both higher retail fuel margins and volumes. PS&W margin (including RINs) decreased by $3.6 million when compared to Q3 2020 primarily due to negative spot-to-rack margins which were only partially offset by higher RIN prices. In addition, typical timing and price-related impacts of the product supply chain accounted for the remainder of the difference.

Merchandise
																											
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Key Operating Metrics		2021		2020		2021		2020	
Total merchandise contribution ($ Millions)		$	187.3 			$	118.1 			$	520.2 			$	344.0 		
Total merchandise sales ($ Millions)		$	953.4 			$	756.8 			$	2,750.0 			$	2,211.4 		
Total merchandise sales ($K SSS)1,2		$	172.0 			$	171.2 			$	169.6 			$	165.8 		
Merchandise unit margin (%)		19.6% 			15.6% 			18.9 	%		15.6 	%	
Tobacco contribution ($K SSS)1,2		$	17.4 			$	16.7 			$	16.7 			$	16.4 		
Non-tobacco contribution ($K SSS)1,2		$	11.1 			$	10.7 			$	10.7 			$	10.1 		
Total merchandise contribution ($K SSS)1,2		$	28.5 			$	27.4 			$	27.4 			$	26.5 		
	
12020 amounts not revised for 2021 raze-and-rebuild activity									
2Includes store-level discounts for Murphy Drive Reward ("MDR") redemptions and excludes change in value of unredeemed MDR points	

Total merchandise contribution increased 58.6% to $187.3 million in Q3 2021 from $118.1 million in the prior year quarter due primarily to the inclusion of QuickChek. Food and beverage contribution, a subset of non-tobacco, experienced a significant increase to 14.8% of the total merchandise contribution primarily due to QuickChek's established prepared food offering.

Other Areas
																											
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Key Operating Metrics		2021		2020		2021		2020	
Total store and other operating expense ($ Millions)		$	221.1 			$	142.9 			$	607.1 			$	409.8 		
Store OPEX excluding payment fees and rent ($K APSM)		$	30.9 			$	22.1 			$	28.4 			$	21.1 		
Total SG&A cost ($ Millions)		$	47.2 			$	53.7 			$	140.0 			$	130.0 		

Store OPEX excluding payment fees and rent were $55.1 million higher versus the year-ago period, primarily attributable to the addition of QuickChek. While QuickChek locations have higher per store operating costs due to the larger format and enhanced food offering, the MUSA network also experienced higher operating expenses, primarily due to higher employee-related expenses and higher maintenance costs, combined with more stores in the network. Total SG&A costs were $6.5 million lower than the year-ago period, primarily due to a charitable donation of $10 million in the prior year period, which was partially offset by the inclusion of QuickChek in third quarter 2021 results.

Store Openings
The Company opened 7 new-to-industry retail locations in Q3 2021, bringing the network total to 1,669. This total consists of 1,151 Murphy USA stores, 360 Murphy Express stores, and 158 QuickChek stores. There are a total of 31 stores currently under construction, including 16 new 2,800 sq. foot Murphy Express stores, 3 QuickChek stores, and 12 raze-and-rebuilds.

Financial Resources
															
		As of September 30,	
Key Financial Metrics		2021		2020	
Cash and cash equivalents ($ Millions)		$	301.3 			$	317.5 		
Long-term debt, including capital lease obligations ($ Millions)		$	1,799.3 			$	963.2 		

Cash balances as of September 30, 2021 totaled $301.3 million. Long-term debt consisted of approximately $493 million in carrying value of 3.75% senior notes due in 2031, $494 million in carrying value of 4.75% senior notes due in 2029, $297 million in carrying value of 5.625% senior notes due in 2027 and $385 million of term debt. In addition, the Company has approximately $130 million in long-term capital leases. The cash flow revolving facility remained undrawn as of September 30, 2021.

																											
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Key Financial Metric		2021		2020		2021		2020	
Average shares outstanding (diluted) (in thousands)		26,153 			29,499 			26,883 			29,887 		

At September 30, 2021, the Company had common shares outstanding of 25,633,198. Common shares repurchased under the $500 million share repurchase program approved in November 2020 were approximately 0.2 million shares for $33.2 million in the current quarter. Common shares purchased for the nine months ended September 30, 2021, were 1.7 million shares for a total of $231.5 million, approximately $143.6 million remains in the share repurchase plan at September 30, 2021.
The effective income tax rate for Q3 2021 was 24.5% compared to 24.1% in Q3 2020.
The Company paid a quarterly dividend of $0.25 per share, or $1.00 per share on an annualized basis, on September 9, 2021, for a total cash payment of $6.4 million.
Today, the Company also announced a quarterly cash dividend of $0.29 per Common share, or $1.16 per share on an annualized basis. This dividend is payable on December 1, 2021 to all shareholders of record as of November 8, 2021.

* * * * *

Earnings Call Information
The Company will host a conference call on October 28, 2021 at 10:00 a.m. Central Time to discuss third quarter 2021 results. The conference call number is 1 (833) 968-2218 and the conference number is 8602898. The earnings and investor related materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on that same day on the investor section of the Murphy USA website (http://ir.corporate.murphyusa.com). Approximately one hour after the conclusion of the conference, the webcast will be available for replay. Shortly thereafter, a transcript will be available.

Source: Murphy USA Inc. (NYSE: MUSA)

Forward-Looking Statements
Certain statements in this news release contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings, fuel margins, merchandise margins, sales of RINs, trends in our operations, dividends, and share repurchases. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: 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, disruptions in our supply chain and our ability to control costs; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic, such as COVID-19, including the impact on the Company's fuel volumes if the gradual recoveries experienced throughout 2020 and 2021 stall or reverse as a result of any resurgence in COVID-19 infection rates and 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; changes to the Company's capital allocation, 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. Our SEC reports, including our most recent annual Report on Form10-K and quarterly report on Form 10-Q, contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

Investor Contact:
Christian Pikul (870) 875-7683
Vice President, Investor Relations and Financial Planning and Analysis
christian.pikul@murphyusa.com	

Murphy USA Inc.
Consolidated Statements of Income
(Unaudited)

		Three Months Ended
September 30,		Nine Months Ended
September 30,	
(Millions of dollars, except share and per share amounts)		2021		2020		2021		2020	
Operating Revenues									
   Petroleum product sales (a)		$	3,573.9 			$	2,056.0 			$	9,614.2 			$	6,125.1 		
   Merchandise sales		953.4 			756.8 			2,750.0 			2,211.4 		
   Other operating revenues		73.1 			26.2 			229.3 			66.9 		
Total operating revenues		4,600.4 			2,839.0 			12,593.5 			8,403.4 		
									
Operating Expenses									
   Petroleum product cost of goods sold (a)		3,353.5 			1,862.2 			9,004.8 			5,409.8 		
   Merchandise cost of goods sold		766.1 			638.7 			2,229.8 			1,867.4 		
	
   Store and other operating expenses		221.1 			142.9 			607.1 			409.8 		
   Depreciation and amortization		53.2 			40.6 			157.5 			119.5 		
   Selling, general and administrative		47.2 			53.7 			140.0 			130.0 		
   Accretion of asset retirement obligations		0.6 			0.6 			1.9 			1.7 		
   Acquisition related costs		0.7 			— 			9.7 			— 		
Total operating expenses		4,442.4 			2,738.7 			12,150.8 			7,938.2 		

Gain (loss) on sale of assets		0.3 			— 			0.4 			1.4 		
Income (loss) from operations		158.3 			100.3 			443.1 			466.6 		
									
Other income (expense)									
Interest income		0.1 			— 			0.1 			1.0 		
Interest expense		(20.5)			(12.4)			(62.2)			(38.7)		
	
Other nonoperating income (expense)		(0.2)			0.2 			— 			(0.5)		
Total other income (expense)		(20.6)			(12.2)			(62.1)			(38.2)		
Income (loss) before income taxes		137.7 			88.1 			381.0 			428.4 		
Income tax expense (benefit)		33.7 			21.2 			92.9 			103.3 		

Net Income		$	104.0 			$	66.9 			$	288.1 			$	325.1 		
									
Basic and Diluted Earnings Per Common Share									

Basic		$	4.03 			$	2.30 			$	10.86 			$	11.00 		
Diluted		$	3.98 			$	2.27 			$	10.72 			$	10.88 		
Weighted-average Common shares outstanding (in thousands):									
Basic		25,779 			29,111 			26,525 			29,546 		
Diluted		26,153 			29,499 			26,883 			29,887 		
Supplemental information:									
(a) Includes excise taxes of:		$	520.9 			$	447.0 			$	1,514.9 			$	1,300.7 		

Murphy USA Inc.
Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
																								
(Millions of dollars)	Three Months Ended
September 30,	Nine Months Ended
September 30,	
	2021		2020		2021		2020	
Net income	$	104.0 			$	66.9 			$	288.1 			$	325.1 		
								
Other comprehensive income (loss), net of tax								
Interest rate swap:								
	
Realized gain (loss)	— 			(0.4)			(0.1)			(0.5)		
Unrealized gain (loss)	— 			0.5 			0.1 			(3.7)		
Reclassifications:								
Realized gain reclassified to interest expense	— 			0.4 			0.1 			0.5 		
	
Amortization of unrealized gain to interest expense	0.3 			— 			0.7 			— 		
	0.3 			0.5 			0.8 			(3.7)		
Deferred income tax (benefit) expense	0.1 			0.1 			0.2 			(0.9)		
Other comprehensive income (loss)	0.2 			0.4 			0.6 			(2.8)		
Comprehensive income (loss)	$	104.2 			$	67.3 			$	288.7 			$	322.3 		

Murphy USA Inc.
Segment Operating Results
(Unaudited)

									
(Millions of dollars, except revenue per same store sales (in thousands) and store counts)		Three Months Ended
September 30,		Nine Months Ended
September 30,	
Marketing Segment		2021		2020		2021		2020	
									
Operating Revenues									
Petroleum product sales		$	3,573.9 			$	2,056.0 			$	9,614.2 			$	6,125.1 		
Merchandise sales		953.4 			756.8 			2,750.0 			2,211.4 		
Other operating revenues		73.0 			26.3 			229.1 			66.9 		
Total operating revenues		4,600.3 			2,839.1 			12,593.3 			8,403.4 		
									
Operating expenses									
Petroleum products cost of goods sold		3,353.5 			1,862.2 			9,004.8 			5,409.8 		
Merchandise cost of goods sold		766.1 			638.7 			2,229.8 			1,867.4 		
Store and other operating expenses		221.0 			142.8 			607.0 			409.7 		
Depreciation and amortization		49.5 			36.9 			145.9 			108.6 		
Selling, general and administrative		47.2 			53.7 			140.0 			130.0 		
Accretion of asset retirement obligations		0.6 			0.6 			1.9 			1.7 		
Total operating expenses		4,437.9 			2,734.9 			12,129.4 			7,927.2 		

	
Gain (loss) on sale of assets		0.2 			(0.1)			0.2 			1.3 		
	
Income (loss) from operations		162.6 			104.1 			464.1 			477.5 		
									
Other income (expense)									
Interest expense		(2.3)			— 			(5.7)			(0.1)		
	
Total other income (expense)		(2.3)			— 			(5.7)			(0.1)		

Income (loss) before income taxes		160.3 			104.1 			458.4 			477.4 		
Income tax expense (benefit)		39.2 			22.4 			111.3 			115.2 		
Income (loss) from operations		$	121.1 			$	81.7 			$	347.1 			$	362.2 		

Total tobacco sales revenue same store sales1,2		$	123.3 			$	123.5 			$	120.6 			$	119.8 		
Total non-tobacco sales revenue same store sales1,2		48.7 			47.7 			49.0 			46.0 		
Total merchandise sales revenue same store sales1,2		$	172.0 			$	171.2 			$	169.6 			$	165.8 		
12020 amounts not revised for 2021 raze-and-rebuild activity									
2Includes store-level discounts for Murphy Drive Reward ("MDR") redemptions and excludes change in value of unredeemed MDR points	
									
Store count at end of period		1,669 			1,488 			1,669 			1,488 		
Total store months during the period		4,944 			4,407 			14,718 			13,317 		

			

Same store sales information compared to APSM metrics
																											
		Variance from prior year period	
		Three months ended		Nine months ended	
		September 30, 2021		September 30, 2021	
		SSS1		APSM2		SSS1		APSM2	
Fuel gallons per month		1.9 	%		3.4 	%		3.6 	%		5.1 	%	
									
Merchandise sales		(0.3)	%		12.3 	%		1.6 	%		12.5 	%	
Tobacco sales		(0.3)	%		(0.6)	%		0.6 	%		0.1 	%	
Non tobacco sales		(0.2)	%		45.0 	%		4.2 	%		44.6 	%	
									
Merchandise margin		4.0 	%		41.3 	%		3.4 	%		36.8 	%	
Tobacco margin		5.7 	%		6.7 	%		3.3 	%		4.9 	%	
Non tobacco margin		1.6 	%		91.5 	%		3.4 	%		85.6 	%	
1Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points	
2Includes all MDR activity									

	
Notes

Average Per Store Month (APSM) metric includes all stores open through the date of the calculation, including stores acquired during the period.

Same store sales (SSS) metric includes aggregated individual store results for all stores open throughout both periods presented. For all periods presented, the store must have been open for the entire calendar year to be included in the comparison. Remodeled stores that remained open or were closed for just a very brief time (less than a month) during the period being compared remain in the same store sales calculation. If a store is replaced either at the same location (raze-and-rebuild) or relocated to a new location, it will be excluded from the calculation during the period it is out of service. Newly constructed stores do not enter the calculation until they are open for each full calendar year for the periods being compared (open by January 1, 2020 for the stores being compared in the 2021 versus 2020 comparison). Acquired stores are not included in the calculation of same store sales for the first 12 months after the acquisition. When prior period same store sales volumes or sales are presented, they have not been revised for current year activity for raze-and-rebuilds and asset dispositions.

QuickChek uses a weekly retail calendar where each quarter has 13 weeks and its historical fiscal year end was the Friday nearest to October 31. For the Q3 2021 period, the QuickChek results cover the period from July 3, 2021 to October 1, 2021. For the year-to-date period, the QuickChek results cover the period from January 29, 2021 (the date of acquisition) to October 1, 2021. The difference in timing of the month ends is immaterial to the overall consolidated results.

Murphy USA Inc.
Consolidated Balance Sheets

															
					
(Millions of dollars, except share amounts)		September 30,
2021		December 31, 2020	
		(unaudited)			
Assets					
Current assets					
Cash and cash equivalents		$	301.3 			$	163.6 		
Accounts receivable—trade, less allowance for doubtful
accounts of $0.1 in 2021 and 2020		208.4 			168.8 		
Inventories		289.3 			279.1 		
Prepaid expenses and other current assets		27.6 			13.7 		
	
Total current assets		826.6 			625.2 		
Property, plant and equipment, at cost less accumulated depreciation and amortization of $1,321.3 in 2021 and $1,191.4 in 2020		2,371.3 			1,867.6 		
	
Operating lease right of use assets, net*		412.8 			147.7 		
Intangible assets, net of amortization*		141.1 			34.6 		
Goodwill		329.1 			— 		
Other assets*		13.4 			10.6 		
	
Total assets		$	4,094.3 			$	2,685.7 		
Liabilities and Stockholders' Equity					
Current liabilities					
Current maturities of long-term debt		$	14.8 			$	51.2 		
Trade accounts payable and accrued liabilities		695.5 			471.1 		
Income taxes payable		8.6 			8.8 		

Total current liabilities		718.9 			531.1 		
					
Long-term debt, including capitalized lease obligations		1,799.3 			951.2 		
Deferred income taxes		285.1 			218.4 		
Asset retirement obligations		38.1 			35.1 		
Non current operating lease liabilities*		401.9 			142.5 		
Deferred credits and other liabilities*		26.2 			23.3 		
	
Total liabilities		3,269.5 			1,901.6 		
Stockholders' Equity					
Preferred Stock, par $0.01 (authorized 20,000,000 shares,					
none outstanding)		— 			— 		
Common Stock, par $0.01 (authorized 200,000,000 shares,					
46,767,164 shares issued at 2021 and 2020, respectively)		0.5 			0.5 		
Treasury stock (21,133,966 and 19,518,551 shares held at					
2021 and 2020, respectively)		(1,715.9)			(1,490.9)		
Additional paid in capital (APIC)		530.5 			533.3 		
Retained earnings		2,011.0 			1,743.1 		
   Accumulated other comprehensive income (loss) (AOCI)		(1.3)			(1.9)		
Total stockholders' equity		824.8 			784.1 		
Total liabilities and stockholders' equity		$	4,094.3 			$	2,685.7 		
*Prior year amounts have been reclassified to conform with the current period presentation	

Murphy USA Inc.
Consolidated Statement of Cash Flows
(Unaudited)

		Three Months Ended
September 30,		Nine Months Ended
September 30,	
(Millions of dollars)		2021		2020		2021		2020	
Operating Activities									
Net income		$	104.0 			$	66.9 			$	288.1 			$	325.1 		
Adjustments to reconcile net income (loss) to net cash provided by operating activities									
Depreciation and amortization		53.2 			40.6 			157.5 			119.5 		
	
Deferred and noncurrent income tax charges (benefits)		(4.5)			(7.7)			7.2 			1.7 		
Accretion of asset retirement obligations		0.6 			0.6 			1.9 			1.7 		
Pretax (gains) losses from sale of assets		(0.3)			— 			(0.4)			(1.4)		
Net (increase) decrease in noncash operating working capital		94.9 			(25.4)			112.2 			(2.2)		
	
Other operating activities - net		8.3 			10.9 			20.5 			23.4 		
Net cash provided by operating activities		256.2 			85.9 			587.0 			467.8 		
Investing Activities									
Property additions		(74.8)			(63.7)			(211.6)			(169.4)		
Payments for acquisition, net of cash acquired		— 			— 			(641.1)			— 		
Proceeds from sale of assets		0.2 			0.1 			1.0 			7.7 		

Other investing activities - net		(0.8)			(0.5)			(2.0)			(1.6)		
Net cash required by investing activities		(75.4)			(64.1)			(853.7)			(163.3)		
Financing Activities									
Purchase of treasury stock		(33.2)			(89.9)			(231.5)			(230.5)		
Dividends paid		(6.4)			— 			(19.9)			— 		
Borrowings of debt		— 			— 			892.8 			— 		
Repayments of debt		(3.6)			(12.9)			(220.5)			(26.1)		
Debt issuance costs		(1.0)			— 			(9.9)			— 		
	
Amounts related to share-based compensation		(0.3)			(5.1)			(6.6)			(10.7)		
	
Net cash provided (required) by financing activities		(44.5)			(107.9)			404.4 			(267.3)		
Net increase (decrease) in cash, cash equivalents, and restricted cash		136.3 			(86.1)			137.7 			37.2 		
Cash, cash equivalents, and restricted cash at beginning of period		165.0 			403.6 			163.6 			280.3 		
Cash, cash equivalents, and restricted cash at end of period		$	301.3 			$	317.5 			$	301.3 			$	317.5 		

	

	

Supplemental Disclosure Regarding Non-GAAP Financial Information
The following table sets forth the Company’s EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020. EBITDA means net income (loss) plus net interest expense, plus income tax expense, depreciation and amortization, and Adjusted EBITDA adds back (i) other non-cash items (e.g., impairment of properties and accretion of asset retirement obligations) and (ii) other items that management does not consider to be meaningful in assessing our operating performance (e.g., (income) from discontinued operations, net settlement proceeds, (gain) loss on sale of assets, loss on early debt extinguishment, transaction and integration costs related to acquisitions, and other non-operating (income) expense). EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).
We use Adjusted EBITDA in our operational and financial decision-making, believing that the measure is useful to eliminate certain items in order to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. Adjusted EBITDA is also used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. We believe that the presentation of Adjusted EBITDA provides useful information to investors because it allows understanding of a key measure that we evaluate internally when making operating and strategic decisions, preparing our annual plan, and evaluating our overall performance. However, non-GAAP measures are not a substitute for GAAP disclosures, and EBITDA and Adjusted EBITDA may be prepared differently by us than by other companies using similarly titled non-GAAP measures.
The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as follows:

									
		Three Months Ended
September 30,		Nine Months Ended
September 30,	
(Millions of dollars)		2021		2020		2021		2020	
									
Net income		$	104.0 			$	66.9 			$	288.1 			$	325.1 		
									
Income tax expense (benefit)		33.7 			21.2 			92.9 			103.3 		
Interest expense, net of interest income		20.4 			12.4 			62.1 			37.7 		
Depreciation and amortization		53.2 			40.6 			157.5 			119.5 		
EBITDA		$	211.3 			$	141.1 			$	600.6 			$	585.6 		

Accretion of asset retirement obligations		0.6 			0.6 			1.9 			1.7 		
(Gain) loss on sale of assets		(0.3)			— 			(0.4)			(1.4)		
	
Acquisition related costs		0.7 			— 			9.7 			— 		
Other nonoperating (income) expense		0.2 			(0.2)			— 			0.5 		
Adjusted EBITDA		$	212.5 			$	141.5 			$	611.8 			$	586.4 		

Exhibit 99.2

Murphy USA Inc. Announces Dividend Increase

EL DORADO, Arkansas, October 27, 2021 – The Board of Directors of Murphy USA Inc. (NYSE: MUSA) today declared a quarterly cash dividend on the Common Stock of Murphy USA Inc. of $0.29 per share, or $1.16 per share on an annualized basis. The dividend is payable on December 1, 2021, to stockholders of record as of November 8, 2021.

“With our advantaged business model delivering record financial performance, we will remain disciplined in allocating capital to our highest-return opportunities, which remain new store growth and targeted investments in business improvement initiatives,” said President and CEO Andrew Clyde. “However, with rising free cash flow and a strong balance sheet, in conjunction with our active share repurchase program, we are excited to continue supporting our track record of shareholder returns through a higher dividend.”

“When considering future distributions, we are committed to increasing the dividend, both at an absolute, and per-share level. As business conditions allow, our goal is to increase the cash allocation to dividend distributions by roughly 10% annually for at least the next five years. Consequently, when coupled with ongoing share repurchase, we would expect to deliver a double-digit rate of per-share dividend growth, which maintains our modest yield and aligns more closely with our historical rate of annual share performance since spin.”

About Murphy USA
Murphy USA (NYSE: MUSA) is a leading retailer of gasoline and convenience merchandise with more than 1,650 stations located primarily in the Southwest, Southeast, Midwest, and Northeast United States. The company and its team of nearly 15,000 employees serve an estimated 2.0 million customers each day through its network of retail gasoline and convenience stations in 27 states. The majority of Murphy USA's sites are located in close proximity to Walmart stores. The company also markets gasoline and other products at standalone stores under the Murphy Express and QuickChek brands. Murphy USA ranks 262 among Fortune 500 companies.

Forward-Looking Statements
Certain statements in this news release contain or may suggest “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainties, including, but not limited to our M&A activity, anticipated store openings, fuel margins, merchandise margins, sales of RINs, trends in the Company’s operations, dividends and share repurchases. Such statements are based

upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual future results may differ materially from historical results or current expectations depending upon factors including, but not limited to: the Company’s ability to realize projected synergies from the acquisition of QuickChek and successfully expand our food and beverage offerings; the Company’s ability to continue to maintain a good business relationship with Walmart; successful execution of the Company’s growth strategy, including the Company’s ability to realize the anticipated benefits from such growth initiatives, and the timely completion of construction associated with the Company’s newly planned stores which may be impacted by the financial health of third parties; the Company’s ability to effectively manage the Company’s inventory, disruptions in the Company’s supply chain and the Company’s ability to control costs; the impact of severe weather events, such as hurricanes, floods and earthquakes; the impact of a global health pandemic, such as COVID-19, including the impact on the Company’s fuel volumes if the gradual recoveries experienced throughout 2020 stall or reverse as a result of any resurgence in COVID-19 infection rates and government reaction in response thereof; the impact of any systems failures, cybersecurity and/or security breaches, including any security breach that results in theft, transfer or unauthorized disclosure of customer, employee or company information or the Company’s compliance with information security and privacy laws and regulations in the event of such an incident; successful execution of the Company’s 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 the Company’s revenues and impact gross margins; changes to the Company’s capital allocation, 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. Murphy USA’s SEC reports, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. Murphy USA undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

Source: Murphy USA Inc. (NYSE: MUSA)

Investor Contact:
Christian Pikul – Vice President of Investor Relations and FP&A
Christian.Pikul@murphyusa.com

Mitchell Freer – Investor Relations Analyst
Mitchell.Freer@murphyusa.com