MURPHY USA INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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Management's Discussion and Analysis of Financial Condition and Results of
Operations ("Management's Discussion and Analysis" or "MD&A") is the Company's
analysis of its financial performance and of significant trends that may affect
future performance. It should be read in conjunction with the consolidated
financial statements and notes included in this Quarterly Report on Form 10-Q.
It contains forward-looking statements including, without limitation, statements
relating to the Company's plans, strategies, objectives, expectations and
intentions. The words "anticipate," "estimate," "believe," "budget," "continue,"
"could," "intend," "may," "plan," "potential," "predict," "seek," "should,"
"will," "would," "expect," "objective," "projection," "forecast," "goal,"
"guidance," "outlook," "effort," "target" and similar expressions identify
forward-looking statements. The Company does not undertake to update, revise or
correct any of the forward-looking information unless required to do so under
the federal securities laws. Readers are cautioned that such forward-looking
statements should be read in conjunction with the Company's disclosures under
"Forward-Looking Statements" and "Risk Factors" included elsewhere in this
Quarterly Report on Form 10-Q.

For the purposes of this management report, references to “Murphy USA“, the” Company “,” we “,” our “and” our “refer to Murphy USA Inc. and its subsidiaries on a consolidated basis.

The management report is organized as follows:

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

•Results of Operations-This section provides an analysis of our results of
operations, including the results of our operating segment for the three and
nine months ended September 30, 2021 and 2020.

•Capital Resources and Liquidity-This section provides a discussion of our
financial condition and cash flows as of and for the three and nine months ended
September 30, 2021 and 2020. 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 to our business and which require significant judgment.

Executive overview

The following MD&A is intended to help the reader understand our results of
operations and financial condition. This section is provided to supplement, and
should be read in conjunction with, our consolidated financial statements and
the accompanying notes to these financial statements contained elsewhere in this
Quarterly Report on Form 10-Q, this MD&A section and the consolidated financial
statements in our Annual Report on Form 10-K. Our Form 10-K contains a
discussion of matters not included within this document, such as disclosures
regarding critical accounting policies and estimates, and contractual
obligations.

On January 29, 2021, MUSA acquired 100% of Quick Chek Corporation ("Quick
Chek"), a privately held convenience store chain with a strong regional brand
consisting 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 4,
"Business Acquisition" in the accompanying unaudited consolidated financial
statements.

Our business

We market refined products through a network of retail gasoline stores and to
unbranded wholesale customers and in addition, we operate non-fuel convenience
stores in select markets in the Northeast. The Company operates a chain of owned
retail stores under the brand name of Murphy USA®, which are almost all located
in close proximity to Walmart stores in 25 states. We also market gasoline and
other products at standalone stores under the Murphy
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Express brand, and have a mix of convenience stores and retail gasoline stores
located in New Jersey and New York that operate under the name of QuickChek. At
September 30, 2021, we had a total of 1,669 Company stores of which 1,151 were
Murphy USA, 360 were Murphy Express and 158 were QuickChek.

Presentation basis

Murphy USA was incorporated in March 2013, and until the separation from Murphy
Oil Corporation was completed on August 30, 2013, it had not commenced
operations and had no material assets, liabilities or commitments.  The
financial information presented in this Management's Discussion and Analysis is
derived from the consolidated financial statements of Murphy USA Inc. and its
subsidiaries for all periods presented. 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 Q3 2021, 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 the timing of the month ends
is immaterial to the overall consolidated results.

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 we realize on those sales to remain
strong in a normalized environment, these 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 in the first quarter of 2021 but demand has grown steadily
throughout 2021 as the pandemic pressures lessened, COVID-19 vaccines became
more readily available, government intervention decreased, and the spring and
summer driving season started. During Q3 various parts of the country
experienced a resurgence of COVID-19 cases, but overall, the impact was not
material in our areas of operation. If the recoveries experienced to-date stall
or reverse as a result of a resurgence in COVID-19 infection rates and related
government intervention, our volumes could decline.

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
impacts 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 continued the volatile trend in 2021 with
prices ranging from $47 per barrel to $75 per barrel, with an average price in
Q3 2021 of approximately $71 per barrel which compares to an average price of
almost $41 per barrel in Q3 2020. Total fuel contribution (retail fuel margin
plus product supply and wholesale ("PS&W") results including Renewable
Identification Numbers ("RINs")) for Q3 2021 was 26.6 cents per gallon ("cpg"),
compared to 22.3 cpg in Q3 2020. Retail fuel margins increased 40.9% in the
current quarter despite rising prices, while retail fuel volumes improved 11.4%;
combined with the inclusion of QuickChek, total retail fuel contribution
increased by $76.7 million in Q3 2021 compared to Q3 2020.

Our revenues are impacted by the ability to leverage our diverse supply
infrastructure in pursuit of obtaining the lowest cost fuel supply available;
for example, activities such as blending bulk fuel with ethanol and bio-diesel
to capture and subsequently sell RINs. Under the Energy Policy Act of 2005, the
Environmental Protection Agency ("EPA") is authorized to set annual quotas
establishing the percentage of motor fuels consumed in the United States that
must be attributable to renewable fuels. Obligated parties are required to
demonstrate that they have met any applicable quotas by submitting a certain
amount of RINs to the EPA. RINs in excess of the set quota can be sold in a
market for RINs at then-prevailing prices. The market price for RINs fluctuates
based on a variety of factors, including but not limited to governmental and
regulatory action. There are other market related factors that can impact the
net benefit we receive from 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 $1.40 in Q3 2021
compared to $0.47 in Q3 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 Statements of Income.

From September 30, 2021, we have $ 1.3 billion senior tickets and a $ 399 million term loan in progress. We believe we will generate sufficient operating cash flow to fund our ongoing operating and service needs

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our debt obligations. At September 30, 2021, we have additional available
capacity under the committed $350 million cash flow revolving credit facility.
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 developments) for the full year 2021 to range from approximately $325
million to $375 million depending on how many new stores are completed.  We
intend to fund the remainder of our capital program in 2021 primarily using
operating cash flow but will supplement funding where necessary using borrowings
available under cash flow revolving credit facilities.

We believe that our business will continue to grow in the future as we expect to
build additional locations that have the characteristics we look for in a strong
site as chosen by our real estate development team. 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.

We currently estimate our effective tax rate to be between 23% and 25% for the remainder of the year.

Seasonality

Our business has inherent seasonality due to the concentration of our retail
stores in certain geographic areas, as well as customer activity and behaviors
during different seasons.  In general, sales volumes and operating incomes are
typically highest in the second and third quarters during the summer-activity
months and lowest during the winter months. As the pandemic-related travel
restraints decreased in the first half of 2021, we began to see historical
seasonal patterns trending closer to normal. At the present time, we cannot
forecast the exact timing of a complete recovery. As a result, operating results
for the three and nine months ended September 30, 2021 may not be necessarily
indicative of the results that may be expected for the year ending December 31,
2021.

Business Segment

The Company has one operating segment which is Marketing. This segment includes
our retail marketing stores and product supply and wholesale assets.  For
additional operating segment information, see Note 20 "Business Segments" in the
audited combined financial statements for the year ended December 31, 2020
included with our Annual Report on Form 10-K and Note 16 "Business Segments" in
the accompanying unaudited consolidated financial statements for the three and
nine months ended September 30, 2021.

Results of operations

Consolidated results

For the three months ended September 30, 2021, the Company reported net income
of $104.0 million, or $3.98 per diluted share, on revenue of $4.6 billion. Net
income was $66.9 million for the same period in 2020, or $2.27 per diluted
share, on $2.8 billion in revenue.  The increase in net income is primarily due
to higher all-in fuel contribution, improved merchandise contribution, and lower
general and administrative expenses that were partially offset by higher store
operating expenses, increased payment fees, higher depreciation expense and
interest expense.

For the nine month period ended September 30, 2021, the Company reported net
income of $288.1 million, or $10.72 per diluted share, on revenue of $12.6
billion. Net income was $325.1 million for the same period in 2020, or $10.88
per diluted share, on $8.4 billion in revenue.  The decrease in net income is
primarily due to higher store operating expense, increased payment fees,
depreciation expense, acquisition related costs and interest expense, partially
offset by a higher all-in fuel and merchandise contribution.

The consolidated financial results include QuickChek for the quarter and year of
2021 from July 3, 2021 through October 1, 2021 and January 29, 2021 (date of
acquisition) through October 1, 2021, respectively.

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Three months ended September 30, 2021 against three months ended September 30, 2020

Quarterly revenues for 2021 increased $1.8 billion, or 62.0%, compared to the
same quarter in 2020. The increase in revenues was due to higher retail fuel
sales prices, an increase in retail fuel sales volumes, higher RINs sales
revenues, increased merchandise sales, and the inclusion of QuickChek.

Total cost of sales increased $1.6 billion, or 64.7% when compared to Q3
2020. In the current-year quarter, the higher costs were primarily due to higher
wholesale fuel prices, increased fuel sales volumes, higher merchandise costs,
and the inclusion of QuickChek results.

Store and other operating expenses increased $78.2 million, or 54.7%, from Q3
2020, due primarily to the inclusion of QuickChek stores which have higher store
operating costs due to its larger format stores with an enhanced food and
beverage offering, higher other related store costs, and increased payment fees.

SG&A expenses for Q3 2021 decreased $6.5 million, or 12.1%, from Q3 2020. The
decrease in SG&A costs is primarily due to a charitable donation of $10 million
in the prior year Q3 and was partially offset by the inclusion of QuickChek in
the current year.

Depreciation and amortization expense increased $12.6 million, or 31.0%, from Q3
2020 primarily due to the inclusion of QuickChek stores and the additions of new
larger store formats of the MUSA stores.

The effective tax rate was around 24.5% for the third quarter of 2021 compared to 24.1% for the same period of 2020.

Nine months ended September 30, 2021 versus nine months ended September 30, 2020

Year-to-date revenues for 2021 increased $4.2 billion, or 49.9%, compared to the
same period in 2020. The increase in revenues was due to higher retail fuel
sales prices, higher retail fuel sales volumes, increased merchandise sales,
improved PS&W revenues including RINs, and the inclusion of QuickChek sales
results since its acquisition.

Total cost of sales increased $4.0 billion, or 54.4% when compared to 2020. In
the current-year period, the higher costs were primarily due to higher wholesale
fuel prices combined with higher sales volumes, higher merchandise costs and the
inclusion of QuickChek results.

Store and other operating expenses increased $197.3 million, or 48.1%, in the
first nine months of 2021, due primarily to the inclusion of QuickChek stores
which have higher store operating costs due to its larger format stores with an
enhanced food and beverage offering and due to increased payment fees.

SG&A expenses for the first nine months of 2021 increased $10.0 million, or
7.7%, compared to the first nine months of 2020. The increase in SG&A costs is
primarily due to an increase in wages and benefits and to the inclusion of
QuickChek, partially offset by a charitable contribution of $10.0 million in
2020.

Increased depreciation expense $ 38.0 million, or 31.8% since the start of 2020 mainly due to the inclusion of Quick check, combined with the new larger store formats of MUSA stores.

The effective income tax rate was approximately 24.4% for the nine months ended
September 30, 2021 versus 24.1% for the same period of 2020. The increase in the
effective tax rate was due to a discrete tax item related to adjustments of
deferred state income taxes from the acquisition of QuickChek that was partially
offset by excess tax benefits on stock compensation vesting compared to a
discrete tax credit in 2020.








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Segment results

Here is a summary of the Company’s earnings by industry:

                                      Three Months Ended              Nine Months Ended
                                        September 30,                   September 30,
(Millions of dollars)                  2021             2020          2021          2020
Marketing                       $     121.1           $ 81.7      $    347.1      $ 362.2
Corporate and other assets            (17.1)           (14.8)          (59.0)       (37.1)

Net Income                      $     104.0           $ 66.9      $    288.1      $ 325.1


Three months ended September 30, 2021 against three months ended September 30, 2020

Net income for the three months ended September 30, 2021 increased compared to the same period in 2020 mainly due to:

•Higher retail fuel contribution
•Higher retail fuel sales volumes
•Higher merchandise contribution
•Lower SG&A expenses

The elements below partially offset the increase in net income for the current period:

•Higher store operating expense
•Higher depreciation and amortization expense
•Higher interest expense

Nine months ended September 30, 2021 versus nine months ended September 30, 2020

Net income for the nine months ended September 30, 2021 decreased compared to the same period in 2020 mainly due to:

•Higher store and other operating expense
•Increased payment fees
•Higher depreciation and amortization expense
•Higher SG&A expenses
•Acquisition related costs
•Higher interest expense

The elements below partially offset the decrease in net income for the current period:

•Higher retail fuel contribution
•Higher fuel contribution from PS&W, including RINs
•Higher merchandise contribution
•Higher retail fuel sales volumes

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(Millions of dollars, except revenue per                  Three Months Ended                     Nine Months Ended
store month (in thousands) and store counts)                 September 30,                         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 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



The Average Per Store Month (APSM) metric includes all stores open up to 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
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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, asset acquisitions 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
the timing of the month ends is immaterial to the overall consolidated results.

Fuel
                                                          Three Months Ended                      Nine Months Ended
                                                            September 30,                           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
1APSM metric includes all stores open
through the date of calculation
22020 amounts not revised for 2021 raze-and-rebuild activity




The reconciliation of the components of the total fuel contribution to the consolidated income statements is as follows:

                                                        Three Months Ended                     Nine Months Ended
                                                           September 30,                         September 30,
(Millions of dollars)                                 2021               2020               2021               2020
Petroleum product sales                           $ 3,573.9          $ 2,056.0          $ 9,614.2          $ 6,125.1
Less Petroleum product cost of goods sold          (3,353.5)          (1,862.2)          (9,004.8)          (5,409.8)
Plus RINs and other (included in Other
Operating Revenues line)                               72.5               26.0              227.4               66.0
Total fuel contribution                           $   292.9          $   219.8          $   836.8          $   781.3














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Merchandise
                                                        Three Months Ended                     Nine Months Ended
                                                          September 30,                          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 MDR redemptions and excludes change in value of unredeemed MDR points



Three months ended September 30, 2021 against three months ended September 30, 2020

Net income in the Marketing segment for Q3 2021 increased $39.4 million compared
to the Q3 2020 period, due to higher all-in fuel and merchandise contributions,
higher fuel sales volume and lower SG&A expense, combined with the inclusion of
QuickChek results, partially offset by higher store operating expense, increased
payment fees and additional depreciation and amortization expense.

Total revenues for the Marketing segment were approximately $4.6 billion in Q3
2021 compared to $2.8 billion in Q3 2020. The increased revenues were due to a
52.2% increase in retail fuel sales prices and a 11.4% increase in the number of
gallons sold, and a 26.0% increase in merchandise sales.  Revenues included
excise taxes collected and remitted to government authorities of $520.9
million in Q3 2021 and $447.0 million in Q3 2020.

Retail fuel margin dollars increased 40.9% compared to the prior year quarter on
a higher margin rate of 24.0 cpg for Q3 2021 when compared to 19.0 cpg in the
same quarter of 2020, combined with an increase in retail fuel volumes. Total
fuel sales volumes on a SSS basis increased 1.9% to 227.6 thousand gallons per
store in the 2021 period.

Total PS&W margin dollars, including RINs, decreased by $3.6 million from Q3
2020 results. The quarter-over-quarter decrease is primarily due to negative
spot-to-rack margins, driven by market demand concerns and partially offset by
higher RIN prices. The 2021 quarter includes the sale of 51 million RINs at an
average selling price of $1.40 per RIN while the prior-year quarter had sales of
54 million RINs at an average price of $0.47 per RIN.

Total merchandise sales increased 26.0% to $953.4 million in Q3 2021 compared to
$756.8 million in Q3 2020 due to higher sales across the chain in most
categories and the inclusion of QuickChek results. Quarterly total
merchandise contribution in 2021 improved 58.6% compared to Q3 2020.  Total SSS
merchandise contribution dollars grew 4.0%. On a SSS basis there was a slight
decrease of 0.3% in tobacco products sales and 0.2% in non-tobacco sales,
partially offset by improved beverage and general merchandise sales. Food and
beverage contribution, a subset of non-tobacco contribution, experienced a
significant shift to 14.8% of total merchandise contribution as the enterprise
benefited from QuickChek's robust offerings.

Store and other operating expenses increased $78.2 million in the
current period compared to Q3 2020 levels, primarily due to the inclusion of
QuickChek, which has higher store operating expense due to its larger format
stores which support an enhanced food and beverage offering. On an APSM basis,
expenses applicable to store OPEX excluding payment fees and rent increased
39.6%, primarily due to the inclusion of higher QuickChek related store costs.

Depreciation and amortization expense increased $12.6 million, or 34.1% in Q3
2021 when compared to the prior year quarter due primarily to the inclusion of
QuickChek combined with new larger store formats of MUSA stores.
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Selling, general and administrative expenses decreased $ 6.5 million in Q3 2021 compared to Q3 2020 mainly due to the charitable contribution of $ 10.0 million in Q3 2020, partially offset by the integration of Quick check in 2021.

Nine months ended September 30, 2021 versus nine months ended September 30, 2020

Net income in the Marketing segment for the nine months ended September 30, 2021
decreased $15.1 million compared to the nine months ended September 30, 2020
period, due to higher store operating expense, higher SG&A costs, and increased
depreciation and amortization expense, partially offset by improved all-in fuel
and merchandise contributions and the inclusion of QuickChek results.

Total revenues for the Marketing segment were approximately $12.6 billion for
the nine month period ended September 30, 2021 compared to $8.4 billion for the
same period ended September 30, 2020. The increased revenues were due to a 38.4%
increase in retail fuel sales prices combined with a 11.9% higher number of
gallons sold, improved PS&W revenues, including RINs, and a 24.4% increase in
merchandise sales.  Revenues included excise taxes collected and remitted to
government authorities of $1.5 billion in the nine months ended September 30,
2021 and $1.3 billion in the nine months ended September 30, 2020.

Retail fuel margin dollars decreased 9.9% in 2021 compared to the prior year
nine months on a smaller margin rate of 20.6 cpg for the nine months ended
September 30, 2021 when compared to 25.6 cpg in the same period of 2020. Total
fuel sales volumes on a SSS basis increased 3.6% to 224.5 gallons per store in
the 2021 period.

Total PS&W margin dollars, including RINs, were a gain of $170.8 million in the
2021 nine month period compared to a gain of $41.8 million in the first nine
months of 2020. The nine months ended September 30, 2021 includes the sales of
167.7 million RINs at an average selling price of $1.34 per RIN while the
prior-year period had sales of 182.2 million RINs at an average price of $0.35
per RIN.

Total merchandise sales increased 24.4% to $2.8 billion in the nine months ended
September 30, 2021 compared to $2.2 billion in the first nine months of 2020 due
to higher sales across the chain in most categories and the inclusion of
QuickChek results. Year-to-date total merchandise contribution in 2021 increased
51.2% compared to the same period of 2020.  Total SSS merchandise contribution
dollars grew 3.4%. On a SSS basis there was an increase of 0.6% in tobacco
products sales and 4.2% in non-tobacco sales, combined with higher beverage and
lottery sales. Food and beverage contribution was 14.0% of total merchandise
contribution in 2021 versus 0.7% in 2020 which reflects the benefits from
QuickChek results.

Store and other operating expenses increased $197.3 million in the
current year compared to the same period of 2020, primarily due to the inclusion
of QuickChek, which has higher store operating expense due to its larger format
stores and greater food and beverage offering. On an APSM basis, expenses
applicable to store OPEX excluding payment fees and rent increased 34.6%,
primarily due to the inclusion of higher QuickChek related store costs.

Depreciation and amortization expense increased $37.3 million, or 34.3%, in the
first nine months of 2021 due primarily to the inclusion of QuickChek combined
with new larger store formats.

Selling, general and administrative expenses increased $10.0 million in 2021
compared to 2020 due primarily to the inclusion of QuickChek and company wide
increases in employee wages and benefits.











                                       35
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Same in-store sales information versus APSM metrics

                                                            Variance from prior year                       Variance from prior year
                                                               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  %

1 Includes store-level discounts for MDR redemptions and excludes change in value of unredeemed MDR points 2 Includes all MDR activities



Corporate and Other Assets

Three months ended September 30, 2021 against three months ended September 30, 2020

After-tax results for Corporate and other assets for Q3 2021 were a loss of
$17.1 million compared to a loss of $14.8 million in Q3 2020, due primarily to
increased interest expense related to debt incurred in January 2021 to finance
the QuickChek acquisition.


Nine months ended September 30, 2021 versus nine months ended September 30, 2020

Results after tax of Corporate and other assets for the nine months ended
September 30, 2021 were a waste of $ 59.0 million compared to a loss of $ 37.1 million during the same period of 2020, primarily due to acquisition costs and increased interest expense due to the acquisition.

Non-GAAP measures

The following table sets forth the Company's 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 acquisition, 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.

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The reconciliation of net income (loss) to EBITDA and Adjusted EBITDA is as
follows:

                                                    Three Months Ended              Nine Months Ended
                                                       September 30,                  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



Capital resources and liquidity

Significant sources of capital

We have a committed $350 million cash flow revolving credit facility (the
"revolving facility"), which was undrawn at September 30, 2021 (which can be
utilized for working capital and other general corporate purposes, including
supporting our operating model as described herein).
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, potential dividend payments, repayment of debt maturities
and other amounts that may ultimately be paid in connection with contingencies.

Operating activities

Net cash provided by operating activities was $587.0 million for the nine
months ended September 30, 2021 and was $467.8 million for the
comparable period in 2020. The increase for the current year is primarily
related to the changes in working capital, an increase in depreciation expense
and was partially offset by the decrease in net income of $37.0
million compared to the corresponding period in 2020. Non-cash operating working
capital changes in the current year consisted of a $15.0 million decrease in
inventories, a $0.2 million decrease in income taxes payable, a $137.0 million
increase in accounts payable and accrued liabilities and was partially offset by
a $31.5 million increase in accounts receivable and an $8.1 million increase in
prepaid expenses and other current assets. The changes in accounts receivable
were due to the timing of payments received, and the inclusion of QuickChek
activity. The changes in accounts payable and accrued liabilities were due to
the timing of payments, increased prices of wholesale fuel, and the inclusion of
QuickChek activity.

Investing Activities

For the nine months ended September 30, 2021, cash required by
investing activities was $853.7 million compared to $163.3 million in 2020. The
increase in investing cash requirements in the current period was primarily due
to the cash payments for the acquisition of QuickChek and the timing of capital
expenditures. In addition, the sale of the Company's Minnesota assets were
included in the reported $7.7 million proceeds from sale of assets in 2020
whereas there was no such sale included in the 2021 amount of $1.0 million.
Other investing activities required $2.0 million in cash during 2021 compared to
cash required of $1.6 million in 2020.

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Fundraising activities

Financing activities in the nine months ended September 30, 2021 provided cash
of $404.4 million compared to cash required of $267.3 million in the nine months
ended September 30, 2020. The first nine months of 2021 included payments of
$231.5 million for the repurchase of common shares, which was an increase of
$1.0 million from the prior-year period, and dividend payments of $19.9 million
in 2021 versus none in the first nine months of 2020. Borrowings of debt in 2021
provided $892.8 million compared to no borrowings in the same period of 2020.
Repayments of debt required $220.5 million in 2021 compared to net repayments of
$26.1 million in 2020. Debt issuance costs required cash of $9.9 million in 2021
and there were no such costs in 2020. Amounts related to share-based
compensation required $4.1 million less in cash during 2021 than in 2020.

Dividends

The Company paid a dividend of $0.25 per Common share in July 2021 with no
comparable dividend in the prior year quarter. In October 2021, the Board
approved an increase in the quarterly dividend to $0.29 per Common share to be
paid on December 1, 2021 to shareholders of record as of November 8, 2021. As a
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 buyback program

During the quarter ended September 30, 2021, a total of 215,285 shares were
repurchased for $33.2 million, and for the nine months ended September 30, 2021
a total of 1,699,043 shares were repurchased for $231.5 million. Purchases made
in 2021 were made under the $500 million share repurchase program approved by
the Board of Directors in November 2020, with approximately $143.6 million
remaining in the plan at September 30, 2021.

Debt

Our long-term debt at September 30, 2021 and December 31, 2020 was as set forth
below:

                                                                  September 30,           December 31,
(Millions of dollars)                                                 2021                    2020

Senior 3.75% notes due 2031 (net of the unamortized discount of $ 5.8 To September 30, 2021)

                                  $        494.2          $           -

5.625% senior bonds maturing in 2027 (net of the unamortized discount of $ 2.1 To September 30, 2021 and $ 2.4 To december 2020)

                 297.9                  297.6

4.75% senior bonds maturing in 2029 (net of the unamortized discount of $ 5.0 To September 30, 2021 and $ 5.4 To December 31, 2020)

                                                                    495.0                  494.6

Term loan maturing in 2023 (effective interest rate of 2.67% at
December 31, 2020)

                                                           -                  212.5

Term loan maturing in 2028 (effective interest rate of 2.27% at
September 30, 2021) (net of the unamortized discount of $ 0.9)

                398.1                      -

Capitalized rental bonds, automobiles and equipment, maturing until 2025

                                                               2.7                    2.1

Capitalized rental bonds, buildings, maturing until 2059

                                                                     137.8                      -
Less unamortized debt issuance costs                                     (11.6)                  (4.4)
Total notes payable, net                                               1,814.1                1,002.4

Less current maturities                                                   14.8                   51.2
Total long-term debt, net of current                            $      1,799.3          $       951.2




Senior Notes

On April 25, 2017, Murphy Oil USA, Inc., 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 Murphy USA, and are guaranteed by certain 100%
owned subsidiaries that guarantee our credit facilities. The indenture governing
the 2027 Senior Notes contains restrictive covenants
                                       38

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that limit, among other things, the ability of Murphy USA, Murphy Oil USA, Inc.
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, Murphy Oil USA, Inc., 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 the $500 million aggregate principal amount of its senior notes
due 2023. The 2029 Senior Notes are fully and unconditionally guaranteed by
Murphy USA, and are guaranteed by certain 100% owned subsidiaries that guarantee
our credit facilities. The indenture governing the 2029 Senior Notes contains
restrictive covenants that are essentially identical to the covenants for the
2027 Senior Notes.

On January 29, 2021, Murphy Oil USA, Inc., 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 to fund the acquisition of QuickChek
and for other general corporate purposes. The 2031 Senior Notes are fully and
unconditionally guaranteed by Murphy USA, and are guaranteed by certain 100%
owned subsidiaries that guarantee our credit facilities. The indenture governing
the 2031 Senior Notes contains restrictive covenants that are essentially
identical to the covenants for the 2027 and 2029 Senior Notes.

The Senior Notes and the 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.

Credit facilities and term loans

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 unsecured
term loan that replaced the Company's prior ABL facility and term loan contained
in the credit facility that was last renewed in 2019, respectively.

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").

Interest payable on credit facilities is based on:

•the London interbank offered rate, adjusted for minimum 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 the federal funds effective rate and the overnight bank funding rate
determined by the Federal Reserve Bank of New York from time to time plus 0.50%
per annum and (c) the one-month Adjusted 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,
casualty events (subject to certain reinvestment rights) and issuances of
indebtedness not permitted under the Credit Agreement and with designated
proceeds received from certain asset sales, issuances of indebtedness and
sale-leaseback transactions, subject to certain exceptions. The Credit Agreement
allows Murphy USA to prepay, in whole or in part, the Term Facility
                                       39

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overdue under it, as well as all accrued and unpaid interest, with notice but without premium or penalty other than termination 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 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. In
conformance to the secured net leverage ratio financial maintenance covenant,
the Company must maintain a maximum secured net leverage ratio of 3.75 to 1.0
with an ability in certain circumstances to temporarily increase that limit to
4.25 to 1.0. The Credit Agreement also contains customary events of default.

Pursuant to the credit agreement's covenant limiting certain restricted
payments, certain payments in respect of our equity interests, including
dividends, when the total leverage ratio, calculated on a pro forma basis, is
greater than 3.0 to 1.0 could be limited. At September 30, 2021, our total
leverage ratio was 2.40 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 the
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 amount not to exceed the greater of $113 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 6 "Long Term Debt" in the
accompanying consolidated financial statements.

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
three and nine months ended September 30, 2021, and accounted for the vast
majority of our total assets as of September 30, 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.
Capital Spending

Capital spending and investments in our Marketing segment relate primarily to
the acquisition of land and the construction of new Company stores.
Marketing capital is also deployed to improve our existing stores as needed to
ensure reliability and continued performance, which we refer to as
sustaining capital. We also invest capital in our Corporate and other assets
segment.
                                       40

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The following table shows our capital expenditures and investments by segment for the three and nine month periods ended. September 30, 2021 and 2020:

                                   Three Months Ended              Nine Months Ended
                                     September 30,                   September 30,
(Millions of dollars)               2021             2020          2021          2020
Marketing:
Company stores               $     64.2            $ 54.1      $    175.9      $ 134.3
Terminals                           0.6               1.3             1.4          1.9
Sustaining capital                  4.3               5.1            12.4         16.5
Corporate and other assets          4.9               0.1            28.9         19.8

Total                        $     74.0            $ 60.6      $    218.6      $ 172.5



We currently expect capital expenditures for the full year 2021 to range from
approximately $325 million to $375 million, including $298 million for
retail growth, approximately $25 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 year ended December 31, 2020
included in our Annual Report on Form 10-K for more information.
Critical Accounting Policies
Our critical accounting policies have been updated to include changes since our
Annual Report on Form 10-K for the year ended December 31, 2020. For more
information, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations-Critical Accounting Policies" in the Form 10-K.

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, with any excess recorded as goodwill. These fair value
determinations require judgment and may involve the use of significant estimates
and assumptions. 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.



                           FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 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
                                       41

————————————————– ——————————


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 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. Our SEC reports, including our most recent Annual
Report on our Form 10-K and our 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.

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