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. 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 2021 and 2020 items and the year-to-year
comparison between 2021 and 2020. Discussions of 2019 items and the year-to-year
comparisons between 2020 and 2019 are not included in this Form 10-K and can be
found in the Form 10-K for the year ended December 31, 2020 filed on February
19, 2021.

For purposes of this Management's Discussion and Analysis, references to "Murphy USA", the "Company", "we", "us" and "our" refer to Murphy USA Inc. and its subsidiaries on a consolidated basis.

Management's Discussion and Analysis is organized as follows:



•Executive Overview-this section provides an overview of our business and the
results of operations and financial condition for the periods presented. It
includes information on the basis of presentation with respect to the amounts
presented in the Management's Discussion and Analysis and a discussion of the
trends affecting our business.

•Results of Operations-this section provides an analysis of our results of
operations, including the results of our business segments for the two years
ended December 31, 2021.

•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, 2021. It also includes a discussion of our capital structure and
available sources of liquidity.

•Critical Accounting Policies-this section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.

Executive Overview



 On January 29, 2021, MUSA acquired 100% of Quick Chek Corporation
("QuickChek"), a privately held convenience store chain with a strong regional
brand that consisted of 156 stores at the time of acquisition, located in New
Jersey and New York, in an all-cash transaction. The acquisition expanded the
MUSA network into the Northeast by adding high-performance stores that had an
existing best-in-class food and beverage model and is consistent with the
Company's stated strategic priorities of developing enhanced food and beverage
capabilities. For additional information concerning the acquisition, see Note 5,
"Business Acquisition" in the accompanying audited consolidated financial
statements.

QuickChek uses a weekly retail calendar where each quarter has 13 weeks. QuickChek results cover the period from January 29, 2021 (the date of acquisition) to December 31, 2021.

Our Business



The Company owns and operates a chain of retail stores under the brand name of
Murphy USA® which are almost all located in close proximity to Walmart stores,
principally in the Southeast, Midwest and Southwest areas of the United States.
We also market gasoline and other products at standalone stores under the Murphy
Express brand and 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, 2021, we had a total of 1,679 Company stores in 27
states, of which 1,151 were Murphy USA, 370 were Murphy Express and 158 were
QuickChek. We also market to unbranded wholesale customers through a mixture of
Company owned and third-party terminals.


Trends Affecting Our Business



Our operations are significantly impacted by the gross margins we receive on our
fuel sales. These gross margins are commodity-based, change daily and are
volatile. While we generally expect our total fuel and merchandise sales volumes
to grow over time and the gross margins to remain strong in a normalized
environment,
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sales and gross margins can change rapidly due to many factors. These factors
include, but are not limited to, the price of refined products, interruptions in
our fuel and merchandise supply caused by severe weather or pandemics such as
COVID-19, travel restrictions and stay-at-home orders imposed during a pandemic,
severe refinery mechanical failures for an extended period of time, cyber
attacks, and competition in the local markets in which we operate. The COVID-19
pandemic continued to impact gasoline demand and cause disruptions to supply
chains throughout 2021 and into early 2022. If the incremental recoveries
experienced throughout 2021 stall or reverse due to a resurgence in COVID-19
infection rates, and should related government intervention reoccur, this could
cause volume declines. However, incrementally higher fuel margins related to
volume decline may help mitigate any adverse financial impact.

The cost of our main sales products, gasoline and diesel, is greatly impacted by
the cost of crude oil in the United States. Generally, rising prices for crude
oil increase the Company's cost for wholesale fuel products purchased. When
wholesale fuel costs rise, the Company is not always able to immediately pass
these price increases on to its retail customers at the pump, which in turn
could negatively impact the Company's sales margin. Also, rising prices tend to
cause our customers to reduce discretionary fuel consumption, which tends to
reduce our fuel sales volumes. Crude oil prices in 2021 continued to be volatile
during the year with prices ranging from $47 per barrel to $86 per barrel, with
an average price in 2021 of $68 per barrel which compares to 2020 when prices
ranged from negative territory to $63 per barrel with an average of $39 per
barrel. Total fuel contribution (retail fuel margin plus product supply and
wholesale ("PS&W") results including Renewable Identification Numbers ("RINs"))
was 26.3 cpg in 2021, compared to 25.2 cpg in 2020.

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 ethanol and bio-diesel
to capture and subsequently sell Renewable Identification Numbers ("RINs").
Under the Energy Policy Act of 2005, the EPA is authorized to set annual quotas
establishing the percentage of motor fuels consumed in the United States that
must be attributable to renewable fuels. Obligated parties are required to
demonstrate that they have met any applicable quotas by submitting a certain
amount of RINs to the EPA. 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. There are other market related factors that can impact the
net benefit we receive for RINs on a company-wide basis either favorably or
unfavorably.  The Renewable Fuel Standard ("RFS") program continues to be
unpredictable and prices received for ethanol RINs averaged $1.31 per RIN for
the year 2021 compared to $0.41 in 2020. Our business model does not depend on
our ability to generate revenues from RINs.  Revenue from the sales of RINs is
included in "Other operating revenues" in the Consolidated Income Statements.

As of December 31, 2021, we had $1.3 billion of Senior Notes and a $398 million
of term loan outstanding. We believe that we will generate sufficient cash from
operations to fund our ongoing operating requirements and service our debt
obligations. At December 31, 2021, 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. 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 and/or obtain and
draw upon other credit facilities. For additional information, see Significant
Sources of Capital in the Capital Resources and Liquidity section.

The Company currently anticipates total capital expenditures (including land for
future development) for the full year 2022 to range from approximately $350
million to $400 million depending on how many new stores are completed. We
intend to fund our capital program in 2022 primarily using operating cash flow,
but will supplement funding where necessary using borrowings under available
credit facilities.

We believe that our business will continue to grow in the future as we expand
the food and beverage capabilities within our network. We have an active real
estate development team that maintains 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.

Seasonality

Our business has inherent seasonality due to the concentration of our retail stores in certain geographic areas, as well as customer behaviors during different seasons. In general, sales volumes and operating incomes


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are highest in the second and third quarters during the summer activity months
and lowest during the winter months. Beginning in the latter half of March 2020
through the remainder of the year, we saw disruptions to typical seasonal
patterns due to the COVID-19 pandemic, resulting in fuel volumes sold falling
below our historical average. As we moved into 2021, we saw seasonal patterns
return to a more normal seasonal pattern which held through the entirety of
2021. At the present time, we cannot forecast how the pandemic will continue to
influence travel behavior into 2022.

Business Segments



Our business is organized into 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, 2021.

Results of Operations

Consolidated Results



For the year ended December 31, 2021, the Company reported net income of $396.9
million or $14.92 per diluted share on revenue of $17.4 billion. Net income was
$386.1 million for 2020 or $13.08 per diluted share on revenue of $11.3 billion.
The consolidated financial results include QuickChek from January 29, 2021 (date
of acquisition).


A summary of the Company's earnings by business segment follows:


                                    Year ended December 31,
(millions of dollars)           2021          2020         2019
Marketing                    $   472.8      $ 442.2      $ 215.0
Corporate and other assets       (75.9)       (56.1)       (60.2)
Net income                   $   396.9      $ 386.1      $ 154.8

Net income for 2021 increased compared to 2020, primarily due to:



•Higher all-in fuel contribution;
•Higher retail fuel sales volumes;
•Higher merchandise contribution

The items below partially offset the increase in earnings in the current period:



•Higher store and other operating expenses, payment fees and rent;
•Higher depreciation and amortization expense;
•Higher selling, general and administrative ("SG&A") expenses;
•Acquisition related costs;
•Higher interest expense

Financial summary of 2021 compared to 2020



Revenues for the year ended December 31, 2021 increased $6.1 billion, or 54.1%,
compared to 2020. The increase was due to higher average retail fuel prices
which increased 86 cpg, retail fuel volumes which increased 11.6%, merchandise
sales which increased 24.5%, improved PS&W revenues including RINs, and as a
result of the consolidation of QuickChek results since acquisition.

Cost of sales increased $5.7 billion, or 57.9%, compared to 2020, due to the
higher average cost of fuel which increased 71.1%, the increase in retail fuel
volumes sold of 11.6%, and 19.2% higher merchandise costs which were primarily
as a result of the consolidation of QuickChek since acquisition.

Store and other operating expenses increased $278.2 million, or 50.7%, in 2021
due primarily to the inclusion of QuickChek stores which have higher store
operating costs due to their larger format stores with an enhanced food and
beverage offering, combined with higher payment fees and rent expense. On an
average per store month ("APSM") basis, store operating expenses excluding
credit card fees and rent increased 36.1% in 2021 when compared to 2020.
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The Company incurred $10.4 million in QuickChek acquisition and integration related costs in 2021 compared to $1.7 million in 2020. These included transaction-specific costs to close the acquisition and costs related to integrating technology and systems.

Depreciation and amortization expense in 2021 increased $51.6 million due primarily to the inclusion of QuickChek since its acquisition and more Murphy branded stores in place with the larger format.

Selling, general and administrative expenses for 2021 were higher by $22.5 million. The increase was mainly due to the inclusion of QuickChek since its acquisition and higher professional fees.

Interest expense in 2021 increased by $31.2 million compared to 2020 due to additional borrowings associated with the acquisition of QuickChek.

The effective income tax expense rate in 2021 was 24.0% compared to 24.2% for 2020.




Segment Results

Marketing

Income before income taxes in the Marketing segment for 2021 increased $46.2
million, or 8.0%, from 2020 due primarily to the inclusion of QuickChek results,
higher all-in fuel margin, increased merchandise margins, partially offset by
higher store and other operating costs, increased general and administrative
costs, depreciation and interest expense.

The tables below show the results for the Marketing segment for the three years ended December 31, 2021 along with certain key metrics for the segment.



(Millions of dollars, except revenue per store
month (in thousands) and store counts)                          Years Ended December 31,
Marketing Segment                                   2021                  2020                  2019
Operating revenues
Petroleum product sales                        $   13,410.8          $   

8,208.6          $   11,373.8
Merchandise sales                                   3,677.7               2,955.1               2,620.1
Other                                                 271.4                 100.3                  40.4
Total operating revenues                       $   17,359.9          $   

11,264.0 $ 14,034.3



Operating expenses
Petroleum product cost of goods sold               12,535.5               7,325.7              10,707.4
Merchandise cost of goods sold                      2,976.1               2,495.7               2,200.7
Store and other operating expenses                    827.1                 549.0                 559.3
Depreciation and amortization                         197.3                 146.3                 138.9
Selling, general and administrative                   193.6                 171.1                 144.6
Accretion of asset retirement obligations               2.5                   2.3                   2.1
Total operating expenses                       $   16,732.1          $   10,690.1          $   13,753.0
Gain (loss) on sale of assets                           1.6                   1.3                   0.1
Income from operations                                629.4                 575.2                 281.4

Other income (expense)
Interest expense                                       (8.1)                 (0.1)                 (0.1)

Total other income (expense)                   $       (8.1)         $      

(0.1) $ (0.1)



Income before income taxes                            621.3                 575.1                 281.3
Income tax expense (benefit)                          148.5                 132.9                  66.3
Income                                         $      472.8          $      442.2          $      215.0


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(Millions of dollars, except revenue per
store month (in thousands) and store counts)                     Years Ended December 31,
Marketing Segment                                    2021                    2020                  2019

Total tobacco sales revenue per same store
sales1,2                                      $        120.2            $      120.6          $      107.3
Total non-tobacco sales revenue per same
store sales1,2                                          48.6                    45.5                  41.0
Total merchandise sales revenue per same
store sales1,2                                $        168.8            $      166.1          $      148.3
12020 and 2019 amounts not revised for 2021 raze-and-rebuild activity (see SSS definition below)
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                           1,679                   1,503                 1,489
Total store months during the period                  19,702                  17,770                17,621



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 stores for the first 12 months after the acquisition.
When prior period SSS volumes or sales are presented, they have not been revised
for current year activity for raze-and-rebuilds and asset dispositions.

Fuel


                                                             Twelve Months 

Ended December 31,


            Key Operating Metrics                   2021                    2020                   2019

Total retail fuel contribution ($ Millions) $ 951.3 $

   895.0          $       605.8
Total PS&W contribution ($ Millions)                   (72.3)                  (8.5)                  64.0
RINs and other (included in Other operating
revenues on Consolidated Income Statement) ($
Millions)                                              265.3                   95.6                   34.8

Total fuel contribution ($ Millions) $ 1,144.3 $

   982.1          $       704.6
Retail fuel volume - chain (Million gal)             4,352.2                3,900.9                4,374.5
Retail fuel volume - per store (K gals APSM)1          229.4                  219.5                  248.3
Retail fuel volume - per store (K gal SSS)2            225.8                  216.2                  243.8
Total fuel contribution (including retail,
PS&W and RINs) (cpg)                                    26.3                   25.2                   16.1
Retail fuel margin (cpg)                                21.9                   22.9                   13.8
PS&W including RINs contribution (cpg)                   4.4                    2.3                    2.3

1APSM metric includes all stores open through the date of calculation 22020 and 2019 amounts not revised for 2021 raze-and-rebuild activity


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The reconciliation of the total fuel contribution to the Consolidated Income
Statements is as follows:
                                                             Twelve Months Ended December 31,
(Millions of dollars)                                2021                   2020                  2019
Petroleum product sales                       $    13,410.8            $    8,208.6          $   11,373.8
Less Petroleum product cost of goods sold         (12,535.5)               (7,325.7)            (10,707.4)
Plus RINs and other (included in Other
Operating Revenues line)                              269.0                    99.2                  38.2
Total fuel contribution                       $     1,144.3            $      982.1          $      704.6




Merchandise
                                                              Twelve Months Ended December 31,
            Key Operating Metrics                     2021                    2020                  2019
Total merchandise contribution ($ Millions)   $          701.6           $      459.4          $      419.4
Total merchandise sales ($ Millions)          $        3,677.7           $    2,955.1          $    2,620.1
Total merchandise sales ($K SSS)1,2           $          168.8           $      166.1          $      148.3
Merchandise unit margin (%)                               19.1  %                15.6  %               16.0  %
Tobacco contribution ($K SSS)1,2              $           16.7           $       16.5          $       14.6
Non-tobacco contribution ($K SSS)1,2          $           10.8           $       10.0          $        9.6
Total merchandise contribution ($K SSS)1,2    $           27.5           $  

26.5 $ 24.2 12020 and 2019 amounts not revised for 2021 raze-and-rebuild activity 2Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points

Same store sales information compared to APSM metrics:



                                                                                     Variance from prior year periods

                                                 December 31, 2021                          December 31, 2020                          December 31, 2019
                                             SSS1                APSM2                 SSS1                  APSM2                 SSS1                 APSM2
Fuel gallons per month                          3.0  %               4.5  %              (12.3) %              (11.6) %                1.2  %              1.7  %

Merchandise sales                               1.0  %              12.2  %               11.7  %               11.8  %                6.5  %              6.4  %
Tobacco sales                                  (0.4) %              (0.8) %               12.8  %               12.4  %                7.7  %              7.2  %
Non tobacco sales                               4.5  %              46.2  %                8.7  %               10.8  %                3.5  %              5.3  %

Merchandise margin                              3.5  %              37.7  %                9.6  %                8.6  %                4.5  %              3.1  %
Tobacco margin                                  2.3  %               4.3  %               14.9  %               13.0  %                8.2  %              6.7  %
Non tobacco margin                              5.4  %              89.2  %                2.0  %                4.2  %               (0.6) %              1.0  %
1Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points
2Includes all MDR activity







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Financial summary of 2021 compared to 2020




The Marketing segment had total revenues of $17.4 billion in 2021 compared to
approximately $11.3 billion in 2020, an increase of $6.1 billion, due primarily
to a higher average retail fuel price, increased volumes sold, higher
merchandise sales and the inclusion of QuickChek results. Revenue amounts
included excise taxes collected and remitted to government authorities of $2.0
billion in 2021 and $1.8 billion in 2020.
Total fuel contribution for the year ended December 31, 2021 was $1.1 billion,
an increase of $162.2 million, or 16.5% over 2020. This contribution improvement
was due to higher retail fuel contribution, increased fuel volumes for the year,
and to improved contribution from PS&W margin (including RINs). Retail fuel
margin on a cpg basis decreased in 2021 to 21.9 cpg, compared to 22.9 cpg in the
prior year, and was offset by increased fuel volumes which increased 11.6%,
primarily due to the acquisition of QuickChek and the decrease in travel
restrictions imposed by the COVID-19 pandemic in 2020. Total
fuel sales volumes on an SSS basis were 225,792 gallons per month in 2021, an
increase from 216,158 gallons per month in the prior year. Total product supply
and wholesale margin dollars before RINs decreased in the current year due to
negative spot-to-rack margins partially offset by timing and inventory price
adjustments. This decline was offset by an increase in the contribution from
sales of RINs. During 2021, operating income included $265.3 million from the
sale of 202.0 million RINs at an average selling price of $1.31 per RIN compared
to $95.5 million from the sale of 233.9 million RINs at an average price of
$0.41 per RIN in 2020.

Merchandise sales were up 24.5% in 2021 to $3.7 billion due to higher sales
across the chain in most categories and the inclusion of QuickChek results.
Total merchandise contribution in 2021 increased $242.2 million, or 52.7% to
$701.6 million compared to 2020 . Merchandise unit margins increased to 19.1% in
2021 from 15.6% in 2020. On an SSS basis, total merchandise sales were up 1.0%,
due to a 4.5% increase in non-tobacco sales, while tobacco products decreased
0.4%. Total margins on a SSS basis for 2021 were up 3.5% with tobacco margins
higher by 2.3%, and there was an overall increase of 5.4% in non-tobacco
margins, mainly from increased beverage, snack, and lottery categories.

Store and other operating expenses increased $278.1 million in 2021 compared to
2020 levels, an increase of 50.7%. This increase in total dollars was due mainly
to the inclusion of QuickChek stores which have higher store operating costs due
to its larger format stores having an enhanced food and beverage offering.
Murphy branded store operating expenses also increased as well as associated
payment fees in 2021. Excluding credit card fees and rent on an APSM basis,
store and other operating expenses at the retail level were higher in 2021 by
36.1% compared to 2020 levels.

Depreciation and amortization increased $51.0 million in 2021, an increase of
34.9%. This increase was due primarily to the inclusion of QuickChek stores and
to more stores operating in the 2021 period.
Selling, general and administrative expenses ("SG&A") increased $22.5 million in
2021 compared to 2020.  The increased SG&A costs were primarily due to the
inclusion of QuickChek results in the current year.

Corporate and other assets




Income from continuing operations for Corporate and other assets in 2021 was a
loss of $75.9 million, compared to a loss of $56.1 million in 2020. Net interest
expense allocated to Corporate was higher in the current year by $23.1 million
primarily due to the additional borrowings related to the QuickChek acquisition.
Acquisition related costs were $10.4 million in 2021 compared to $1.7 million in
2020.



Non-GAAP Measures

The following table sets forth the Company's EBITDA and Adjusted EBITDA for the
three years ended December 31, 2021.  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).
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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.  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 to EBITDA and Adjusted EBITDA is as follows:
                                                    Years Ended December 31,
(Millions of dollars)                            2021           2020         2019

Net income                                  $   396.9         $ 386.1      $ 154.8
Income tax expense (benefit)                    125.0           123.0         47.6
Interest expense, net of interest income         82.3            50.2       

51.7


Depreciation and amortization                   212.6           161.0        152.2
EBITDA                                          816.8           720.3        406.3
 Net settlement proceeds                            -               -         (0.1)

Accretion of asset retirement obligations         2.5             2.3       

2.1


(Gain) loss on sale of assets                    (1.5)           (1.3)      

(0.1)


 Loss on early debt extinguishment                  -               -       

14.8


Acquisition related costs                        10.4             1.7       

-


Other nonoperating (income) expense              (0.2)           (0.3)        (0.4)
Adjusted EBITDA                             $   828.0         $ 722.7      $ 422.6

Capital Resources and Liquidity

Significant sources of capital



As of December 31, 2021, we had $256.4 million of cash and cash equivalents. Our
cash management policy provides that cash balances in excess of a certain
threshold are reinvested in certain types of low-risk investments. We have a
committed cash flow revolving credit facility (the "revolving facility") of $350
million, which was undrawn at December 31, 2021, which can be utilized for
working capital and other general corporate purposes, including supporting our
operating model as described herein. Additional borrowing capacity under the
revolving facility may be extended at our request and with the consent of the
participating lenders.

We also have a shelf registration on file with the SEC for an indeterminate amount of debt and equity securities for future issuance, subject to our internal limitations on the amount of debt to be issued under this shelf registration statement.



We believe our 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.

QuickChek Acquisition



On January 29, 2021, the Company completed its acquisition of QuickChek for an
all-cash consideration of $641.1 million. In conjunction with the closing of the
acquisition, the Company entered into a credit agreement that provides for a
cash flow revolving facility with commitments of $350 million and a term loan in
a principal amount of $400 million. The Company also issued a new series of
3.750% senior unsecured notes due 2031 in an aggregate principal amount of $500
million. As a result of the above transactions, the ABL facility existing at
December 31, 2020 was terminated and the previous term loan with $200 million
remaining balance outstanding at January 29, 2021 was repaid and retired.

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Operating Activities



Net cash provided by operating activities was $737.4 million for the year ended
December 31, 2021 and $563.7 million for the comparable period in 2020, an
increase of 30.8%, mainly due to an increase in net income of $10.8 million in
2021, increased depreciation of $51.6 million, increased deferred and noncurrent
tax changes of $16.5 million, and the amount of cash provided from changes in
noncash working capital in 2021 increasing by $95.9 million.  The impact of
QuickChek on the year-over-year changes in working capital was a cash
requirement of approximately $7.6 million. For the current year, cash provided
by changes in noncash operating working capital of $82.8 million was due to a
decrease of $11.1 million in inventories, an increase of $102.9 million in
accounts payable and accrued liabilities, offset by increases of $18.9 million
in accounts receivable and of $3.6 million in prepaid expenses and other current
assets, and a decrease of $8.7 million in income taxes payable. The changes in
accounts receivable and accounts payable were due to timing of invoicing,
billing, payments, and receipts and the acquisition and consolidation of
QuickChek. See also Note 16 "Other financial information" in the accompanying
audited consolidated financial statements for the three-year period ended
December 31, 2021.

Investing Activities



For the year ended December 31, 2021, cash required by
investing activities was $914.2 million compared to cash required by investing
activities of $224.3 million in 2020. The investing cash increase of $689.9
million in 2021 was due primarily to the $641.1 million cash purchase of
QuickChek and capital expenditures which required cash of $274.7 million in 2021
compared to $230.7 million in 2020 due primarily to more new store openings.
Cash provided by investing activities in 2021 were $3.4 million, primarily from
the sale of a store and were $8.1 million in 2020 primarily from proceeds of the
sale of Minnesota assets.

Financing Activities

Financing activities in the year ended December 31, 2021 provided net cash of
$269.6 million compared to net cash required of $456.1 million in the year ended
December 31, 2020. The increase in financing cash provided was due to net
borrowings of debt in 2021 of $668.5 million compared to net debt repayments of
$38.9 million in 2020, a decrease of $44.6 million of share repurchases in 2021,
and $4.0 million less in amounts related to share based compensation, and was
partially offset by an increase of $20.4 million in dividend payments, and $9.9
million in debt issuance costs with no payments for debt issuance costs in
2020.

Dividends



The Company paid dividends of $1.04 per common share during 2021 for total
payments of $27.3 million, compared to $6.9 million in 2020, the first year for
a dividend payment. In October 2021, the Board of Directors approved an increase
in the quarterly dividend to $0.29 per common share, $1.16 per share on an
annualized basis, beginning on December 1, 2021. As part of our capital
allocation strategy, the Company's intention is to deliver targeted double-digit
growth in the per share dividend over time.

Share Repurchase program



On July 24, 2019, our Board of Directors approved an up to $400 million share
repurchase program to be executed over the two-year period ending July 2021.
This repurchase plan was completed in November 2020, and a new authorization of
$500 million, went into effect in October 2020. On December 1, 2021, our Board
of Directors approved a new share repurchase authorization of up to $1 billion
to begin upon completion of the current $500 million authorization, and is to be
executed by December 31, 2026. Purchases may be effected in the open market,
through privately negotiated transactions, through one or more accelerated stock
repurchase programs, through a combination of the foregoing or in any other
manner in the discretion of management. Purchases will be made subject to
available cash, market conditions and compliance with our financing arrangements
at any time during the period of authorization. We may use cash from operations
as well as draws under our credit facilities to effect purchases.

  During the year 2021, total purchases made under the October 2020
authorization were 2,398,477 common shares for $355.0 million, for an average
price of $148.00 per share, leaving approximately $20.0 million remaining
available, as of December 31, 2021, to be completed before the new 2021
authorization begins. Purchases in 2020 under the October 2020 authorization
were 969,654 common shares for $125.0 million, for an average price of $128.91
per share.
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Debt

Our long-term debt at December 31, 2021 and 2020 was as set forth below:


                                                                                December 31,
(Millions of dollars)                                                  2021                     2020

5.625% senior notes due 2027 (net of unamortized discount of $2.0 at 2021 and $2.4 at 2020)

                                $        

298.0 $ 297.6 4.75% senior notes due 2029 (net of unamortized discount of $4.8 at 2021 and $5.4 at 2020)

                                         495.2                    494.6

3.75% senior notes due 2031 (net of unamortized discount of $5.7 at 2021 and none at 2020)

                                         494.3                        -

Term loan due 2023 (effective interest rate of 2.67% at 2020)

                                                                         -                    212.5

Term loan due 2028 (effective interest rate of 2.27% at 2021) net of unamortized discount of $0.9 at 2021

                         397.1                        -
Capitalized lease obligations, vehicles, due through 2025                   2.7                      2.1
Capitalized lease obligations, buildings, due through 2059                138.9                        -
Unamortized debt issuance costs                                           (11.1)                    (4.4)
Total long-term debt                                                    1,815.1                  1,002.4
Less current maturities                                                    15.0                     51.2
Total long-term debt, net of current                             $      

1,800.1 $ 951.2





On January 29, 2021, the Company completed its acquisition of QuickChek for an
all-cash consideration of $641.1 million. In conjunction with the closing of the
acquisition, the Company entered in a credit agreement that provides for a cash
flow revolving facility with commitments of $350 million and a term loan in a
principal amount of $400 million. The Company also issued a new series of 3.750%
senior unsecured notes due 2031 in an aggregate principal amount of $500
million. As a result of the above transactions, the ABL facility existing at
December 31, 2020, was terminated and the term loan with $200 million remaining
balance outstanding at January 29, 2021 was repaid and retired. For more detail
on debt outstanding at December 31, 2021, see Note 9 "Long-Term Debt" in the
audited consolidated financial statements for the three years ended December 31,
2021 included in this Annual Report on Form 10-K.

Senior Notes



On April 25, 2017, Murphy Oil USA, Inc. ("MOUSA"), our primary operating
subsidiary, issued $300 million of 5.625% Senior Notes due 2027 (the "2027
Senior Notes") under its existing shelf registration statement. The 2027 Senior
Notes are fully and unconditionally guaranteed by the Company and by the
Company's subsidiaries that guarantee our Credit Facilities (as defined below).
The indenture governing the 2027 Senior Notes contains restrictive covenants
that limit, among other things, the ability of the Company, MOUSA, and the
restricted subsidiaries to incur additional indebtedness or liens, dispose of
assets, make certain restricted payments or investments, enter into transactions
with affiliates or merge with or into other entities.

On September 13, 2019, MOUSA issued $500 million of 4.75% Senior Notes due 2029
(the "2029 Senior Notes"). The net proceeds from the issuance of the 2029 Senior
Notes were used to fund, in part, the tender offer and redemption of MOUSA's
senior notes due 2023. The 2029 Senior Notes are fully and unconditionally
guaranteed by Murphy USA, and are guaranteed by the Company and by the Company's
subsidiaries that guarantee our Credit Facilities. The indenture governing the
2029 Senior Notes contains restrictive covenants that are essentially identical
to the covenants for the 2027 Senior Notes.

On January 29, 2021, MOUSA issued $500 million of 3.75% Senior Notes due 2031
(the "2031 Senior Notes" and, together with the 2027 Senior Notes and the 2029
Senior Notes, the "Senior Notes"). The net proceeds from the issuance of the
2031 Senior Notes were used, in part, to fund the acquisition of QuickChek and
other obligations related to that transaction. The 2031 Senior Notes are fully
and unconditionally guaranteed by the Company and by the Company's subsidiaries
that guarantee our Credit Facilities. The indenture governing the 2031 Senior
Notes contains restrictive covenants that are essentially identical to the
covenants for the 2027 and 2029 Senior Notes.

                                       39
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   The Senior Notes and related guarantees rank equally with all of our and the
guarantors' existing and future senior unsecured indebtedness and effectively
junior to our and the guarantors' existing and future secured indebtedness
(including indebtedness with respect to the Credit Facilities) to the extent of
the value of the assets securing such indebtedness. The Senior Notes are
structurally subordinated to all of the existing and future third-party
liabilities, including trade payables, of our existing and future subsidiaries
that do not guarantee the notes.

Revolving Credit Facility and Term Loan

On January 29, 2021, the Company entered into a new credit agreement that consists of both a cash flow revolving credit facility and a senior secured term loan and that replaced the Company's prior ABL facility and term loan.



The credit agreement provides for a senior secured term loan in an aggregate
principal amount of $400 million (the "Term Facility") (which was borrowed in
full on January 29, 2021) and revolving credit commitments in an aggregate
amount equal to $350 million (the "Revolving Facility", and together with the
Term Facility, the "Credit Facilities"). The outstanding balance of the term
loan was $398 million at December 31, 2021. The term loan is due January 2028
and requires quarterly principal payments of $1 million beginning July 1, 2021.
As of December 31, 2021, we had none outstanding under the revolving facility
while there were $3.7 million in outstanding letters of credit, which reduces
the amount available to borrow.

Interest payable on the Credit Facilities is based on either:

•the London interbank offered rate, adjusted for statutory reserve requirements (the "Adjusted LIBO 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 LIBO Rate plus 1.00% per annum,

plus, (A) in the case of Adjusted LIBO Rate borrowings, (i) with respect to the
Revolving Facility, spreads ranging from 1.75% to 2.25% per annum depending on a
total debt to EBITDA ratio or (ii) with respect to the Term Facility, a spread
of 1.75% per annum and (B) in the case of Alternate Base Rate borrowings (i)
with respect to the Revolving Facility, spreads ranging from 0.75% to 1.25% per
annum depending on a total debt to EBITDA ratio or (ii) with respect to the Term
Facility, a spread of 1.75% per annum.

The Term Facility amortizes in quarterly installments starting with the first
amortization payment being due on July 1, 2021 at a rate of 1.00% per annum.
Murphy USA is also required to prepay the Term Facility with a portion of its
excess cash flow, a portion of the net cash proceeds of certain asset sales, and
casualty events (subject to certain reinvestment rights) and the net cash
proceeds of issuances of indebtedness not permitted under the Credit Agreement.
The Credit Agreement allows Murphy USA to prepay, in whole or in part, the Term
Facility outstanding thereunder, together with any accrued and unpaid interest,
with prior notice but without premium or penalty other than breakage and
redeployment costs.

The credit agreement contains certain covenants that limit, among other things,
the ability of the Company and certain of its subsidiaries to incur additional
indebtedness or liens, to make certain investments, to enter into sale-leaseback
transactions, to make certain restricted payments, to enter into consolidations,
mergers or sales of material assets and other fundamental changes, to transact
with affiliates, to enter into agreements restricting the ability of
subsidiaries to incur liens or pay dividends, or to make certain accounting
changes. The credit agreement also contains total leverage ratio and secured net
leverage ratio financial maintenance covenants solely for the benefit of the
revolving facility which are tested quarterly. Pursuant to the total leverage
ratio financial maintenance covenant, the Company must maintain a total leverage
ratio of not more than 5.0 to 1.0 with an ability in certain circumstances to
temporarily increase that limit to 5.5 to 1.0 and a maximum secured net leverage
ratio of not more than 3.75 to 1.0 with an ability in certain circumstances to
temporarily increase that limit to 4.25 to 1.0. The Credit Agreement also
contains customary events of default.

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Pursuant to the credit agreement's covenant limiting certain restricted
payments, certain payments in respect of our equity interests, including
dividends, when the total leverage ratio, calculated on a pro forma basis, is
greater than 3.0 to 1.0, could be limited. At December 31, 2021, our total
leverage ratio was 2.20 to 1.0 which meant our ability at that date to make
restricted payments was not limited. If our total leverage ratio, on a pro forma
basis, exceeds 3.0 to 1.0, any restricted payments made following that time
until the ratio is once again, on a pro forma basis, below 3.0 to 1.0 would be
limited by the covenant, which contains certain exceptions, including an ability
to make restricted payments in cash in an aggregate amount not to exceed $100
million in any fiscal year and an additional ability to make restricted payments
in an aggregate not to exceed the greater of $112.7 million, or 4.5% of
consolidated net tangible assets over the life of the credit agreement.

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. 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, 2021.

The Senior Notes and related guarantees rank equally with all of our and the
guarantors' existing and future senior unsecured indebtedness and effectively
junior to our and the guarantors' existing and future secured indebtedness
(including indebtedness with respect to the Credit Facilities) to the extent of
the value of the assets securing such indebtedness. The Senior Notes and related
guarantees are structurally subordinated to all of the existing and future
third-party liabilities, including trade payables, of our existing and future
subsidiaries that do not guarantee the notes.

All obligations under the Credit Facilities are guaranteed by the Company and
the same subsidiary guarantors that guarantee the Senior Notes. All obligations
under the Credit Facilities, including the guarantees of those obligations, are
secured by certain assets of the Company, MOUSA, and the other guarantors.

The combined assets, liabilities and results of operations of MOUSA and the
guarantors are not materially different from corresponding amounts presented in
the consolidated financial statements included herein. MOUSA is our primary
operating subsidiary and generated the vast majority of our revenues for the
year ended December 31, 2021 and accounted for the vast majority of our total
assets as of December 31, 2021. 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.


Contractual Obligations

The following table summarizes our aggregate contractual fixed and variable obligations as of December 31, 2021.



                                                          Less than 1                                                 More than 5
     (Millions of dollars)               Total               year              1-3 years           4-5 years             years

Debt obligations 1                    $ 1,839.6          $     15.0

$ 27.3 $ 25.6 $ 1,771.7 Operating lease obligations

               714.6                44.4                87.6                84.5               498.1
Purchase obligations 2                    366.0               257.8                79.5                13.7                15.0
Asset retirement obligations              162.5                   -                   -                   -               162.5
Other long-term obligations,
including interest on long-term
debt                                      524.4                69.4               136.5               132.4               186.1
Total                                 $ 3,607.1          $    386.6          $    330.9          $    256.2          $  2,633.4


1For additional information, see Note 9 "Long-Term Debt" in the accompanying
audited consolidated financial statements.
2Primarily includes ongoing new retail store construction in progress at
December 31, 2021, commitments to purchase land, take-or-pay supply contracts
and other services. See Note 18 "Commitments" in the audited consolidated
financial statements for the year ended December 31, 2021.
                                       41
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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. We use sustaining capital in this business as
needed to ensure reliability and continued performance of our stores. We also
invest in our Corporate and other assets segment which is primarily technology
related.

The following table outlines our capital spending and investments by category for the three years ended December 31, 2021:




(Millions of dollars)              2021         2020         2019
Marketing:
Company stores                   $ 221.2      $ 175.9      $ 130.5
Terminals                            2.5          2.0          3.6
Sustaining capital                  21.8         22.9         21.4
Corporate and other assets          32.0         26.3         59.1

Total                            $ 277.5      $ 227.1      $ 214.6



We currently expect capital expenditures for the full year 2022 to range from
approximately $350 million to $400 million, including $300 million to
$325 million for retail growth, approximately $30 million to $40 million for
maintenance capital, with the remaining funds earmarked for other corporate
investments and other strategic initiatives. See Note 16 "Commitments" in the
audited consolidated financial statements for the three years ended December 31,
2021 included in this Annual Report on Form 10-K.

Critical Accounting Policies

Business combinations



We account for business combinations using the purchase method of accounting.
The purchase price of an acquisition is measured as the aggregate of the fair
value of the consideration transferred. The purchase price is allocated to the
fair values of the tangible and intangible assets acquired and liabilities
assumed at date of acquisition, with any excess recorded as goodwill. These fair
value determinations require management to make estimates which are based on all
available information, and may involve the use of assumptions with respect to
the timing and amount of future revenues and expenses, the weighted average cost
of capital, and royalty rates associated with the transaction and the assets or
liabilities acquired. This judgment and determination affects the amount of
consideration paid that is allocable to assets and liabilities acquired in the
business purchase transaction. The purchase price allocation may be provisional
during a measurement period of up to one year to provide reasonable time to
obtain the information necessary to identify and measure the assets acquired and
liabilities assumed. Any such measurement period adjustments are recognized in
the period in which the adjustment amount is determined. Transaction costs
associated with the acquisition are expensed as incurred.

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. Acquired
finite-lived intangible assets are amortized on a straight-line basis over their
estimated useful lives and are reviewed for impairment when events or
circumstances indicate that the asset group to which the intangible assets
belong might be impaired. The Company revises the estimated remaining useful
life of these assets when events or changes in circumstances warrant a revision.
If the Company revises the useful life, the unamortized balance is amortized
over the use life on a prospective basis. Indefinite-lived intangibles are
tested annually for impairment, or more often if indicators warrant.

Impairment of Long-Lived Assets



Individual retail stores are reviewed for impairment periodically or whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable. Our primary indicator that operating store assets may not be
recoverable is consistent negative cash flow over a twenty-four month period for
those retail
                                       42
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stores that have been open in the same location for a sufficient period to allow
for meaningful analysis of ongoing results. We also monitor other factors when
evaluating retail stores for impairment, including individual store execution of
operating plans and local market conditions.

When an evaluation is required, the projected future undiscounted cash flows to
be generated from each retail store over its remaining economic life are
compared to the carrying value of the long-lived assets of that store to
determine if a write-down of the carrying value to fair value is required. When
determining future cash flows associated with an individual retail store, we
make assumptions about key variables such as sales volume, gross margins and
expenses. Cash flows vary for each retail store year to year. Changes in market
demographics, traffic patterns, competition and other factors impact the overall
operations of certain of our individual retail store locations. Similar changes
may occur in the future that will require us to record impairment charges. We
have not made any material change in the methodology used to estimate future
cash flows of retail store locations during the past three years.

Our impairment evaluations are based on assumptions we deem to be reasonable. If
the actual results of our retail stores are not consistent with the estimates
and judgments we have made in estimating future cash flows and determining fair
values, our actual impairment losses could vary positively or negatively from
our estimated impairment losses. Providing sensitivity analysis if other
assumptions were used in performing the impairment evaluations is not practical
due to the significant number of assumptions involved in the estimates.

Tax Matters



We are subject to extensive tax liabilities imposed by multiple jurisdictions,
including income taxes, indirect taxes (excise/duty, sales/use, and gross
receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad
valorem taxes. New tax laws and regulations and changes in existing tax laws and
regulations are continuously being enacted or proposed that could result in
increased expenditures for tax liabilities that cannot be predicted at this
time. In addition, we have received claims from various jurisdictions related to
certain tax matters. Tax liabilities include potential assessments of penalty
and interest amounts.

We record tax liabilities based on our assessment of existing tax laws and
regulations. A contingent loss related to a transactional tax claim is recorded
if the loss is both probable and estimable. The recording of our tax liabilities
requires significant judgments and estimates. Actual tax liabilities can vary
from our estimates for a variety of reasons, including different interpretations
of tax laws and regulations and different assessments of the amount of tax due.
In addition, in determining our income tax provision, we must assess the
likelihood that our deferred tax assets will be recovered through future taxable
income. Significant judgment is required in estimating the amount of valuation
allowance, if any, that should be recorded against those deferred income tax
assets. If our actual results of operations differ from such estimates or our
estimates of future taxable income change, the valuation allowance may need to
be revised. However, an estimate of the sensitivity to earnings that would
result from changes in the assumptions and estimates used in determining our tax
liabilities is not practicable due to the number of assumptions and tax laws
involved, the various potential interpretations of the tax laws, and the wide
range of possible outcomes. The Company is occasionally challenged by taxing
authorities over the amount and/or timing of recognition of revenues and
deductions in its various income tax returns. Although the Company believes it
has adequate accruals for matters not resolved with various taxing authorities,
gains or losses could occur in future years from changes in estimates or
resolution of outstanding matters.  See Note 9 "Income Taxes" in the
accompanying audited consolidated financial statements for the three-year period
ended December 31, 2021 for a further discussion of our tax liabilities.

Asset Retirement Obligations



We operate above ground and underground storage tanks at our facilities. We
recognize the estimated future cost to remove these underground storage tanks
("USTs") over their estimated useful lives. We record a discounted liability for
the fair value of an asset retirement obligation with a corresponding increase
to the carrying value of the related long-lived asset at the time a UST is
installed. We depreciate the amount added to cost of the property and recognize
accretion expense in connection with the discounted liability over the remaining
life of the UST.

We have not made any material changes in the methodology used to estimate future
costs for removal of a UST during the past three years. We base our estimates of
such future costs on our prior experience with removal and normal and customary
costs we expect to incur associated with UST removal. We compare our cost
estimates with our actual removal cost experience, if any, on an annual basis,
and if the actual costs we experience exceed our original estimates, we will
recognize an additional liability for estimated future costs to remove the USTs.

                                       43
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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 2021, 2020, or 2019. See also Note 10 "Asset Retirement Obligation" in
the accompanying audited consolidated financial statements for the three-year
period ended December 31, 2021.


                           FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K contains certain statements or may suggest
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995) that involve risk and uncertainties, including, but not
limited to our M&A activity, anticipated store openings, 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, manage 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 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. The Company
undertakes no obligation to update or revise any forward-looking statements to
reflect subsequent events, new information or future circumstances.

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