10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 001-35914

MURPHY USA INC.

(Exact name of registrant as specified in its charter)

Delaware	46-2279221
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 Peach Street
El Dorado, Arkansas	71730-5836
(Address of principal executive offices)	(Zip Code)

(870) 875-7600

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☑Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).☑ Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ___Accelerated filer Non-accelerated filer ☑Smaller reporting company __

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☑  No

Number of shares of Common Stock, $0.01 par value, outstanding at June 30, 2014 was 45,724,585.

MURPHY USA INC.

TABLE OF CONTENTS

	Page
Part I – Financial Information

Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	2
Consolidated and Combined Statements of Income and Comprehensive Income for the three months and six months ended June 30, 2014 and 2013	3
Consolidated and Combined Statements of Cash Flows for the sixmonths ended June 30, 2014 and 2013	4
Consolidated and Combined Statements of Changes in Equity for the sixmonths ended June 30, 2014 and 2013	5
Notes to Consolidated and Combined Financial Statements	6

Results of Operations and Financial Condition
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.  Controls and Procedures	49
Part II – Other Information
Item 1.  Legal Proceedings	50
Item 1A.  Risk Factors	50
Item 2.  Unregistered sales of equity securities and use of proceeds	50
Item 6.  Exhibits	50
Signatures	51

1

ITEM 1.  FINANCIAL STATEMENTS

Murphy USA Inc.

Consolidated  Balance Sheets

	June 30,		December 31,
(Thousands of dollars)	2014		2013
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	260,237	$	294,741
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2014 and $4,456 in 2013		257,163		193,181
Inventories, at lower of cost or market		166,035		179,055
Prepaid expenses and other current assets		16,474		15,439
Total current assets		699,909		682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization of $693,012 in 2014 and $655,360 in 2013		1,204,044		1,190,723
Deferred charges and other assets		5,882		8,103
Total assets	$	1,909,835	$	1,881,242
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt	$	—	$	14,000
Trade accounts payable and accrued liabilities		524,950		433,228
Income taxes payable		50,464		72,146
Deferred income taxes		8,660		7,143
Total current liabilities		584,074		526,517
Long-term debt		492,012		547,578
Deferred income taxes		103,994		114,932
Asset retirement obligations		18,077		17,130
Deferred credits and other liabilities		18,190		18,749
Total liabilities		1,216,347		1,224,906
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares,
none outstanding)		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares,
46,765,221 issued and 46,743,633 shares issued and
outstanding at 2014 and 2013, respectively)		468		467
Treasury stock (1,040,636 shares held at June 30, 2014)		(50,021)		—
Additional paid in capital (APIC)		552,600		548,293
Retained earnings		190,441		107,576
Total stockholders' equity		693,488		656,336
Total liabilities and stockholders' equity	$	1,909,835	$	1,881,242

See notes to consolidated and combined financial statements.

2

Murphy USA Inc.

Consolidated and Combined Statements of Income and Comprehensive Income

(unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Thousands of dollars except per share amounts)	2014		2013		2014		2013
Revenues
Petroleum product sales (a)	$	4,121,694	$	4,175,882	$	7,716,041	$	7,938,494
Merchandise sales		548,260		553,370		1,050,982		1,068,839
Ethanol sales and other		87,995		114,213		155,260		194,123
Total revenues		4,757,949		4,843,465		8,922,283		9,201,456
Costs and operating expenses
Petroleum product cost of goods sold (a)		3,943,134		4,005,487		7,443,480		7,646,718
Merchandise cost of goods sold		472,909		482,464		905,371		931,259
Ethanol cost of goods sold		41,767		68,909		79,537		130,614
Station and other operating expenses		133,223		124,710		255,700		245,680
Depreciation and amortization		19,685		18,536		39,346		36,606
Selling, general and administrative		29,698		28,443		57,769		60,675
Accretion of asset retirement obligations		300		278		597		547
Total costs and operating expenses		4,640,716		4,728,827		8,781,800		9,052,099
Income from operations		117,233		114,638		140,483		149,357
Other income (expense)
Interest income		13		453		28		734
Interest expense		(10,527)		(16)		(19,622)		(142)
Gain on sale of assets		—		—		170		8
Other nonoperating income		894		8		1,006		23
Total other income (expense)		(9,620)		445		(18,418)		623
Income before income taxes		107,613		115,083		122,065		149,980
Income tax expense		34,381		44,765		39,981		59,109
Income from continuing operations		73,232		70,318		82,084		90,871
Income from discontinued operations, net of taxes		—		7,309		781		8,803
Net Income	$	73,232	$	77,627	$	82,865	$	99,674
Earnings per share - basic:
Income from continuing operations	$	1.58	$	1.50	$	1.76	$	1.94
Income from discontinued operations		—		0.16		0.02		0.19
Net Income - basic	$	1.58	$	1.66	$	1.78	$	2.13
Earnings per share - diluted:
Income from continuing operations	$	1.57	$	1.50	$	1.75	$	1.94
Income from discontinued operations		—		0.16		0.02		0.19
Net Income - diluted	$	1.57	$	1.66	$	1.77	$	2.13
Weighted-average shares outstanding (in thousands):
Basic		46,233		46,743		46,490		46,743
Diluted		46,527		46,743		46,708		46,743
Supplemental information:
(a) Includes excise taxes of:	$	483,082	$	492,220	$	928,487	$	935,497

See notes to consolidated and combined financial statements.

3

Murphy USA Inc.

Consolidated and Combined Statements of Cash Flows

(unaudited)

	Six Months Ended
	June 30,
(Thousands of dollars)	2014		2013
Operating Activities
Net income	$	82,865	$	99,674
Adjustments to reconcile net income to net cash provided by operating activities
Income from discontinued operations, net of taxes		(781)		(8,803)
Depreciation and amortization		39,346		36,606
Amortization of deferred major repair costs		433		221
Deferred and noncurrent income tax credits		(10,938)		(6,688)
Accretion on discounted liabilities		597		547
Pretax gains from sale of assets		(170)		(8)
Net decrease in noncash operating working capital		18,866		45,522
Other operating activities-net		8,211		10,876
Net cash provided by continuing operations		138,429		177,947
Net cash provided by discontinued operations		134		6,805
Net cash provided by operating activities		138,563		184,752
Investing Activities
Property additions		(53,054)		(95,109)
Proceeds from sale of assets		279		36
Expenditures for major repairs		(728)		(280)
Investing activities of discontinued operations
Sales proceeds		1,097		—
Other		—		(468)
Net cash required by investing activities		(52,406)		(95,821)
Financing Activities
Purchase of treasury stock		(50,021)		—
Repayments of long-term debt		(70,000)		(24)
Debt issuance costs		(99)		—
Amounts related to share-based compensation activities		(541)		—
Net distributions to parent		—		(86,692)
Net cash required by financing activities		(120,661)		(86,716)
Net increase (decrease) in cash and cash equivalents		(34,504)		2,215
Cash and cash equivalents at January 1		294,741		57,373
Cash and cash equivalents at June 30	$	260,237	$	59,588

See notes to consolidated and combined financial statements.

4

Murphy USA Inc.

Consolidated and Combined Statements of Changes in Equity

(unaudited)

	Common Stock
(Thousands of dollars, except share amounts)	Shares		Par		Treasury Stock		APIC		Net Parent Investment		Retained Earnings		Total
Balance as of December 31, 2012	—	$	—	$	—	$	—	$	1,104,451	$	—	$	1,104,451
Net income	—		—		—		—		99,674		—		99,674
Net transfers to/between former parent	—		—		—		—		(85,245)		—		(85,245)
Share-based compensation expense	—		—		—		—		—		—		—
Balance as of June 30, 2013	—	$	—	$	—	$	—	$	1,118,880	$	—	$	1,118,880

	Common Stock
(Thousands of dollars, except share amounts)	Shares		Par		Treasury Stock		APIC		Net Parent Investment		Retained Earnings		Total
Balance as of December 31, 2013	46,743,633	$	467	$	—	$	548,293	$	—	$	107,576	$	656,336
Net income	—		—		—		—		—		82,865		82,865
Purchase of treasury stock	—		—		(50,021)		—		—		—		(50,021)
Issuance of common stock	21,588		1		—		—		—		—		1
Shares withheld to satisfy tax withholdings	—		—		—		(542)		—		—		(542)
Share-based compensation expense	—		—		—		4,849		—		—		4,849
Balance as of June 30, 2014	46,765,221	$	468	$	(50,021)	$	552,600	$	—	$	190,441	$	693,488

See notes to consolidated and combined financial statements.

5

Note1 — Description of Business and Basis of Presentation

Description of business — The business of Murphy USA Inc. (“Murphy USA” or the “Company”) and its subsidiaries primarily consists of the U.S. retail marketing business that was separated from its former parent company, Murphy Oil Corporation (“Murphy Oil” or “Parent”), plus an ethanol production facility and other assets, liabilities and operating expenses of Murphy Oil that were associated with supporting the activities of the U.S. retail marketing operations.  The separation was approved by the Murphy Oil board of directors on August 7, 2013, and was completed on August 30, 2013 through the distribution of 100% of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013. Murphy Oil stockholders of record received one share of Murphy USA common stock for every four shares of Murphy Oil common stock. The spin-off was completed in accordance with a separation and distribution agreement entered into between Murphy Oil and Murphy USA. Following the separation, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA.

Murphy USA markets refined products through a network of retail gasoline stations and unbranded wholesale customers. Murphy USA’s owned retail stations are almost all located in close proximity to Walmart stores in 23 states and use the brand name Murphy USA®. Murphy USA also markets gasoline and other products at standalone stations under the Murphy Express brand. At June 30, 2014, Murphy USA had a total of 1,223 Company stations. In October 2009, Murphy USA acquired an ethanol production facility located in Hankinson, North Dakota, which was subsequently sold in December 2013 and is reflected as discontinued operations for all periods presented.  The Company also acquired a partially constructed ethanol production facility in Hereford, Texas, in late 2010. The Hereford facility is designed to produce 105 million gallons of corn-based ethanol per year, and it began operations near the end of the first quarter of 2011.

The contributed assets of Murphy Oil included in the Company’s financial statements also include buildings, real estate, an airplane and computer equipment and software that are used to support the operating activities of Murphy USA.

Basis of Presentation — Murphy USA was incorporated in March 2013 and, in connection with its incorporation, Murphy USA issued 100 shares of common stock, par value $0.01 per share, to Murphy Oil for $1.00. Murphy USA was formed solely in contemplation of the separation and until the separation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities, or commitments.  Accordingly the accompanying consolidated and combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Murphy Oil subsidiaries and certain assets, liabilities and operating expenses of Murphy Oil that comprise Murphy USA, as described above, as if such companies and accounts had been combined for all periods presented prior to August 30, 2013. All significant intercompany transactions and accounts within the combined financial statements have been eliminated.  

The assets and liabilities in these consolidated and combined financial statements at June 30,  2014 have been reflected on a historical basis.   Any periods presented that include dates prior to August 30, 2013 are periods when all of the assets and liabilities shown were 100 percent owned by Murphy Oil and represented operations of Murphy USA prior to the separation.  For the period prior to separation, the consolidated and combined statements of income also include expense allocations for certain corporate functions historically performed by Murphy Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Murphy USA’s management believes the assumptions underlying the consolidated and combined financial statements, including the assumptions regarding the allocation of general corporate expenses from Murphy Oil, are reasonable. However, these consolidated and combined financial statements may not include all of the actual expenses that would have been incurred had the Company been a stand-alone company during the

6

period prior to separation and may not reflect the combined results of operations, financial position and cash flows had the Company been a stand-alone company during the entirety of the periods presented.

Actual costs that would have been incurred if Murphy USA had been a stand-alone company for the period prior to separation would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

In preparing the financial statements of Murphy USA in conformity with accounting principles generally accepted in the United States, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

Interim Financial Information — The interim period financial information presented in these consolidated and combined financial statements is unaudited and includes all known accruals and adjustments, in the opinion of management, necessary for a fair presentation of the consolidated and combined financial position of Murphy USA and its results of operations and cash flows for the periods presented. All such adjustments are of a normal and recurring nature.

These interim consolidated and combined financial statements should be read together with our audited financial statements for the years ended December 31, 2013, 2012 and 2011, included in our Annual Report on Form 10-K (File No. 001-35914), as filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on February 28, 2014.

Recently Issued Accounting Standards—In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the requirements for reporting discontinued operations under Accounting Standards Codification Topic 205. Under ASU No. 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment or (iv) other major parts of an entity. ASU No. 2014-08 no longer precludes presentation as a discontinued operation if (i) there are operations and cash flows of the component that have not been eliminated from the reporting entity’s ongoing operations or (ii) there is significant continuing involvement with a component after its disposal. Additional disclosures about discontinued operations will also be required. The guidance is effective for annual periods beginning on or after December 15, 2014, and is to be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The Company expects to adopt ASU No. 2014-08 on a prospective basis beginning January 1, 2015.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in the Accounting Standards Codification ("Codification") Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the new ASU No. 2014-09 is for companies to recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2016, with early adoption prohibited. The Company expects to adopt ASU No. 2014-09 beginning January 1, 2017 and is in the process of assessing the impact that the new guidance will have on the Company's results of operations, financial condition and disclosures.

7

Note 2 — Related Party Transactions

Related party transactions of the Company include the allocation of certain general and administrative costs from Murphy Oil to the Company and receipt of interest income from Murphy Oil for intercompany payables balances for the periods prior to separation from Murphy Oil.  

General and administrative costs were charged by Murphy Oil to the Company based on management’s determination of such costs attributable to the operations of the Company. However, such related-party transactions cannot be presumed to be carried out on an arm’s length basis as the requisite conditions of competitive, free-market dealings may not exist.

Prior to the separation Murphy Oil provided cash management services to the Company. As a result, the Company generally remitted funds received to Murphy Oil, and Murphy Oil paid all operating and capital expenditures on behalf of the Company. Such cash transactions were reflected in the change in the Net Investment by Parent.

The Consolidated and Combined Statements of Income include expense allocations for certain functions provided to the Company by Murphy Oil prior to the separation. If possible, these allocations were made on a specific identification basis. Otherwise, the expenses related to services provided to the Company by Murphy Oil were allocated to Murphy USA based on relative percentages, as compared to Murphy Oil’s other businesses, of headcount or other appropriate methods depending on the nature of each item of cost to be allocated.

Charges for functions historically provided to the Company by Murphy Oil were primarily attributable to Murphy Oil’s performance of many shared services that the Company benefitted from, such as treasury, tax, accounting, risk management, legal, internal audit, procurement, human resources, investor relations and information technology. Murphy USA also participated in certain Murphy Oil insurance, benefit and incentive plans. The Consolidated and Combined Statements of Income reflect charges from Murphy Oil and its other subsidiaries for these services of $0 and $16,091,000 for the three months ended June 30, 2014 and 2013, respectively, and $0 and $36,740,000 for the six months ended June 30, 2014 and 2013, respectively. Included in the charges above are amounts recognized for stock-based compensation expense (Note 8), as well as net periodic benefit expense associated with the Parent’s retirement plans (Note 9).

Included in Interest income in the Consolidated and Combined Statements of Income for the three months ended June 30, 2014 and 2013 was interest income from affiliates of $0 and $453,000, respectively.  For the six months ended June 30, 2014 and 2013 interest income from affiliates was $0 and $727,000, respectively.  These amounts were paid on balances that were previously intercompany prior to the separation from Murphy Oil and were settled in full at the separation date. 

Transition Services Agreement

In conjunction with the separation, we entered into a Transition Services Agreement with Murphy Oil on August 30, 2013.  This Transition Services Agreement sets forth the terms on which Murphy Oil provides to us, and we provide to Murphy Oil, on a temporary basis, certain services or functions that the companies have historically shared.  Transition services include administrative, payroll, human resources, information technology and network transition services, tax, treasury and other support and corporate services.  The Transition Services Agreement provides for the provision of specified transition services generally for a period of up to eighteen months, with a possible extension of six months, on a cost basis.  We record the fee Murphy Oil charges us for these services as a component of general and administrative expenses.

We believe that the operating expenses and general and administrative expenses allocated to us prior to the separation and included in the accompanying consolidated and combined statements of income were a reasonable approximation of the costs related to Murphy USA’s operations.  However, such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were

8

negotiated while Murphy USA was still a subsidiary of Murphy Oil.  At June 30, 2014, Murphy USA had a current receivable from Murphy Oil of $70,000 and a payable to Murphy Oil of $988,000 related to the Transition Services Agreement. 

Note 3 – Discontinued Operations

In November 2013, the Company announced that it had entered into negotiations to sell its Hankinson, North Dakota ethanol production facility as part of management’s strategic plan to exit non-core businesses. On December 19, 2013, the Company sold its wholly-owned subsidiary Hankinson Renewable Energy, LLC which owned and operated an ethanol manufacturing facility in Hankinson, North Dakota, and its related assets for $170,000,000 plus working capital adjustments of approximately $3,118,000. During January 2014, the final adjustments to working capital were made and the Company received an additional $1.1 million in sales proceeds which has been included in discontinued operations for the period.  The Company has accounted for all operations related to Hankinson Renewable, LLC as discontinued operations for all periods presented. The after-tax gain from disposal of the subsidiary (including associated inventories) was $52,542,000 in 2013 with an additional $781,000 in 2014 related to the final working capital adjustment.  

The results of operations associated with the Hankinson discontinued operations for the 2013 period are presented in the following table.

	Three Months Ended		Six Months Ended
(Thousands of dollars)	June 30, 2013		June 30, 2013
Revenues	$	100,490	$	198,312
Income (loss) from operations before income taxes		11,243		13,543
Gain on sale before income taxes		—		—
Total income (loss) from discontinued operations before taxes		11,243		13,543
Provision for income taxes		3,934		4,740
Income (loss) from discontinued operations	$	7,309	$	8,803

Note 4 — Inventories

Inventories consisted of the following:

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Refined products and blendstocks - FIFO basis	$	373,705	$	372,531
Less LIFO reserve - refined products and blendstocks		(318,135)		(307,706)
Refined products and blendstocks - LIFO basis		55,570		64,825
Store merchandise for resale		93,649		97,058
Corn based products		11,782		12,447
Materials and supplies		5,034		4,725
Total inventories	$	166,035	$	179,055

At June 30, 2014 and December 31, 2013, the replacement cost (market value) of last-in, first-out (LIFO) inventories exceeded the LIFO carrying value by $318,135,000 and $307,706,000, respectively. Corn based products consisted primarily of corn, dried distillers’ grains with solubles (DDGS) and wet distillers’ grains with solubles (WDGS), and were all valued on a first-in, first-out (FIFO) basis.

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In the first quarter of 2014, the Company recognized a benefit of $17,781,000related to a LIFO decrement that existed at that date that is not expected to be restored at year-end.  

Note 5 — Long-Term Debt

Long-term debt consisted of the following:

	June 30,		December 31,
(Thousands of dollars)	2014		2013
6% senior notes due 2023 (net of unamortized discount of $7,988)	$	492,012	$	491,578
Term loan due 2016 (effective rate of 3.71% at December 31, 2013)		—		70,000
Less current maturities		—		(14,000)
Total long-term debt	$	492,012	$	547,578

Senior Notes

On August 14, 2013, Murphy Oil USA, Inc., our primary operating subsidiary, issued 6.00% Senior Notes due 2023 (the “Senior Notes”) in an aggregate principal amount of $500 million. The 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 Senior Notes contains restrictive covenants 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.

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.

We used the net proceeds of the Senior Notes, together with borrowings under the credit facilities, to finance a cash dividend of $650 million from Murphy Oil USA, Inc. to Murphy Oil paid in connection with the separation.

On June 17, 2014, we closed an exchange offer for our Senior Notes to make them eligible for public resale, as required by a registration rights agreement entered into in connection with the issuance of the Senior Notes.  Approximately 99.96% of the Senior Notes were tendered for exchange. 

Credit Facilities

On August 30, 2013, we enteredinto a credit agreementin connection with the separationfrom Murphy Oil.The credit agreement provides fora committed $450 millionasset-based loan (ABL)facility (with availability subject to the borrowing base described below)and a $150 milliontermfacility.Italso providesfor a $200 millionuncommittedincrementalfacility. The ABL facility is scheduled to mature on August 30, 2018, subject to the ability to extend for two additional one-year periods with the consent of the extending lenders. On August 30, 2013, Murphy Oil USA, Inc. borrowed $150 millionunder the term facility,togetherwith the net proceedsof the offering of the SeniorNotes, to financea  $650 millioncash dividendfromMurphy Oil USA, Inc. to Murphy Oil.The term facility was scheduled to mature on August 30, 2016, but was repaid in full in May 2014.

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The borrowing base is expected, at any time of determination, to be an amount (net of reserves) equal to the sum of:

•100% of eligible cash at such time, plus

•90% of eligible credit card receivables at such time, plus

•90% of eligible investment grade accounts, plus

•85% of eligible other accounts, plus

•80% of eligible product supply/wholesale refined products inventory at such time, plus

•75% of eligible retail refined products inventory at such time, plus

the lesser of (i) 70% of the average cost of eligible retail merchandise inventory at such time and (ii) 85% of the net orderly liquidation value of eligible retail merchandise inventory at such time.

The ABL facility includes a $75 million sublimit on swingline loans and a $200 million sublimit for the issuance of letters of credit. Swingline loans and letters of credit issued under the ABL facility reduce availability under the ABL facility.

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 prime rate, (b) the federal funds effective rate 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 ABL facility, spreads ranging from 1.50% to 2.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 2.75% to 3.00% per annum depending on a secured debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, (i) with respect to the ABL facility, spreads ranging from 0.50% to 1.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 1.75% to 2.00% per annum depending on a secured debt to EBITDA ratio.

The interest rate period with respect to the Adjusted LIBO Rate interest rate option can be set at one,  two,  three, or six months as selected by us in accordance with the terms of the credit agreement.

We were obligated to make quarterly principal payments on the outstanding principal amount of the term facility beginning on the first anniversary of the effective date of the credit agreement in amounts equal to 10% of the term loans made on such effective date, with the remaining balance payable on the scheduled maturity date of the term facility. Borrowings under the credit facilities are prepayable at our option without premium or penalty. We were also required to prepay the term facility with the net cash proceeds of certain asset sales or casualty events, subject to certain exceptions. The credit agreement also includes certain customary mandatory prepayment provisions with respect to the ABL facility.

The credit agreement contains certain covenants that limit, among other things, the ability of us and our 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. In addition, the credit agreement requires us to maintain a fixed charge coverage

11

ratio of a minimum of 1.0 to 1.0 when availability for at least three consecutive business days is less than the greater of (a) 17.5% of the lesser of the aggregate ABL facility commitments and the borrowing base and (b) $70,000,000 (including as of the most recent fiscal quarter end on the first date when availability is less than such amount).  As of June 30, 2014, our fixed charge coverage ratio was 1.03.  Prior to the repayment of the term loan, we were also subject to a maximum secured debt to EBITDA ratio of 4.5 to 1.0 at any time when term facility commitments or term loans thereunder were outstanding. 

After giving effect to the applicable restrictions on certain payments, which could include dividends under the credit agreement and the indenture, and subject to compliance with applicable law, as of December 31, 2013, the Company had approximately $26.7 million of its net income and retained earnings free of such restrictions.

All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party thereto.

Note 6 — Asset Retirement Obligations (ARO)

The majority of the ARO recognized by the Company at June 30, 2014 and December 31, 2013 related to the estimated costs to dismantle and abandon certain of its retail gasoline stations. The Company has not recorded an ARO for certain of its marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation. These assets are consistently being upgraded and are expected to be operational into the foreseeable future. In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

A reconciliation of the beginning and ending aggregate carrying amount of the ARO is shown in the following table.

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Balance at beginning of period	$	17,130	$	15,401
Accretion expense		597		1,096
Liabilities incurred		350		633
Balance at end of period	$	18,077	$	17,130

The estimation of future ARO is based on a number of assumptions requiring professional judgment. The Company cannot predict the type of revisions to these assumptions that may be required in future periods due to the lack of availability of additional information.

Note 7— Income Taxes

The effective tax rate is calculated as the amount of income tax expense divided by income before income tax expense. For the three month and six month periods ended June 30, 2014 and 2013, the Company’s effective tax rates were as follows:

	2014	2013
Three months ended June 30	31.9%	38.9%
Six months ended June 30	32.8%	39.4%

The effective tax rate for the three month and six month periods ended June 30, 2014 is lower than the U.S. Federal statutory rate due to a tax benefit recorded in the period to lower the effective state tax rate. 

12

This adjustment to a lower state tax rate generated a benefit of $6.8 million that was recorded during the second quarter of 2014.  The effective tax rate for the three months ended June 30, 2013 exceeded the U.S. Federal tax rate of 35% primarily due to U.S. state tax expense.

The Company was included in Murphy Oil’s tax returns for the periods prior to the separation in multiple jurisdictions that remain subject to audit by taxing authorities. These audits often take years to complete and settle. As of June 30, 2014, the earliest year remaining open for audit and/or settlement in the United States is2010.  Although the Company believes that recorded liabilities for unsettled issues are adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

Under U.S. GAAP the financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has not recorded any effect for unrecognized income tax benefits for the periods reported.

Note 8 — Incentive Plans

Prior to the separation and distribution, our employees participated in the Murphy Oil 2007 Long-Term Incentive Plan (the “2007 Plan”) and the Murphy Oil 2012 Long-Term Incentive Plan (the “2012 Plan”) and received Murphy Oil restricted stock awards and options to purchase shares of Murphy Oil common stock. While participating in these two plans, costs resulting from share-based payment transactions were allocated and recognized as an expense in the financial statements using a fair value-based measurement method over the periods that the awards vested. Certain employees of the Company have received annual grants in the form of Murphy Oil stock options, restricted stock units and other forms of share based payments prior to the separation and distribution. Accordingly, the Company has accounted for expense for these plans in accordance with SAB Topic 1-B for periods prior to the separation and distribution. 

2013 Long-Term Incentive Plan

Effective August 30, 2013, certain of our employees participate in the Murphy USA 2013 Long-Term Incentive Plan which was subsequently amended and restated effective as of February 12, 2014 (the “MUSA 2013 Plan”). The MUSA 2013 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), cash awards, and performance awards to our employees. No more than 5.5 million shares of MUSA common stock may be delivered under the MUSA 2013 Plan and no more than 1 million shares of common stock may be awarded to any one employee, subject to adjustment for changes in capitalization. The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year is $5 million.

On February 11, 2014, the Committee granted nonqualified stock options for 127,400 shares at an exercise price of $39.46 per share under the terms of the MUSA 2013 Plan.  The Black-Scholes valuation for these awards is $11.44 per option.  The Committee also awarded time-based restricted stock units and performance-based restricted stock units (performance units) to certain employees on the same date.   There were 39,250 time-based restricted units granted at a grant date fair value of $39.46 along with 78,500 performance units.  Half of the performance units vest based on a 3-year return on average capital employed (ROACE) calculation and the other half vest based on a 3-year total shareholder return (TSR) calculation that compares MUSA to a group of 17 peer companies.  The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlo valuation model.  For the TSR portion of the awards, the fair value was determined to be $43.41 per unit.  For the ROACE portion of the awards, the valuation will be based on the grant date fair value of $39.46 per unit and the number of awards will be periodically assessed to determine the probability of vesting. 

13

On March 3, 2014, the Committee also granted 53,475 time-based restricted stock units granted to certain employees with a grant date fair value of $40.00 per unit. 

2013 Stock Plan for Non-employee Directors

Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “Directors Plan”).  The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.  Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, stock options, or a combination thereof.  An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan. 

During the first quarter of 2014, the Company issued 22,437 restricted stock units to its non-employee directors at a weighted average grant date fair value of $39.07 per share.  These shares vest in three years from the grant date. 

For the six months ended June 30, 2014 and 2013, share based compensation was $4.8 million and $4.3 million, respectively.  For the six months ended June 30, 2014 and 2013, cash received from options exercised under all share-based payment arrangements was not material.  The related income tax benefit realized for the tax deductions from options exercised for the six months ended June 30, 2014 and 2013, was not material. 

As of June 30, 2014, unrecognized compensation cost related to stock option awards was $3.2 million, which is expected to be recognized over a weighted average period of 1.8 years. Unrecognized compensation cost related to restricted stock awards was $16.3 million, which is expected to be recognized over a weighted average period of 2.5 years.

Note 9 — Employee and Retiree Benefit Plans

PENSION AND POSTRETIREMENT PLANS — Murphy Oil has defined benefit pension plans that are principally noncontributory and cover most full-time employees. Upon separation from Murphy Oil, all amounts for these plans related to Murphy USA were frozen and retained by Murphy Oil. Therefore, the assets and liabilities related to Murphy USA employees in these plans are not included in these financial statements as Murphy USA is considered to be participating in multiple employer benefit plans due to co-mingling of various plan assets. However, the periodic benefit expense for each period includes the expense of the U.S. benefit plans. All U.S. tax qualified plans meet the funding requirements of federal laws and regulations. Murphy Oil also sponsors health care and life insurance benefit plans, which are not funded, that cover most retired U.S. employees. The health care benefits are contributory; the life insurance benefits are noncontributory. Murphy USA does not expect to have similar pension or post-retirement plans for its employees.

The table that follows provides the components of net periodic benefit expense associated with Company employees for the three months and six months ended June 30, 2013 as there was no comparable expense for the three months and six months ended June 30, 2014. 

	Three Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	1,202	$	—	$	553
Interest cost		—		1,143		—		374
Expected return on plan assets		—		(1,207)		—		—
Amortization of prior service cost (benefits)		—		21		—		(3)
Recognized actuarial loss		—		888		—		138
Net periodic benefit expense	$	—	$	2,047	$	—	$	1,062

14

	Six Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	2,600	$	—	$	1,078
Interest cost		—		1,955		—		734
Expected return on plan assets		—		(1,989)		—		—
Amortization of prior service cost (benefits)		—		39		—		(5)
Recognized actuarial loss		—		1,516		—		271
Net periodic benefit expense	$	—	$	4,121	$	—	$	2,078

U.S. Health Care Reform — In March 2010, the United States Congress enacted a health care reform law. Along with other provisions, the law (a) eliminated the tax free status of federal subsidies to companies with qualified retiree prescription drug plans that are actuarially equivalent to Medicare Part D plans beginning in 2013; (b) imposes a 40% excise tax on high-cost health plans as defined in the law beginning in 2018; (c) eliminated lifetime or annual coverage limits and required coverage for preventative health services beginning in September 2010; and (d) imposed a fee of $2 (subsequently adjusted for inflation) for each person covered by a health insurance policy beginning in September 2010. The new law did not significantly affect the Company’s consolidated and combined financial statements as of June 30, 2014 and December 31, 2013 and for the three month or six month periods ended June 30, 2014 and 2013.

Note 10— Financial Instruments and Risk Management

DERIVATIVE INSTRUMENTS — The Company makes limited use of derivative instruments to manage certain risks related to commodity prices. The use of derivative instruments for risk management is covered by operating policies and is closely monitored by the Company’s senior management. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. Derivative instruments are traded primarily with creditworthy major financial institutions or over national exchanges such as the New York Mercantile Exchange (“NYMEX”). To qualify for hedge accounting, the changes in the market value of a derivative instrument must historically have been, and would be expected to continue to be, highly effective at offsetting changes in the prices of the hedged item. To the extent that the change in fair value of a derivative instrument has less than perfect correlation with the change in the fair value of the hedged item, a portion of the change in fair value of the derivative instrument is considered ineffective and would normally be recorded in earnings during the affected period.

The Company is subject to commodity price risk related to corn that it will purchase in the future for feedstock and WDGS that it will sell in the future at its remaining ethanol production facility.  At June 30, 2014 and 2013, the Company had open physical delivery commitment contracts for purchase of approximately 4.9 million and 17.2 million bushels of corn, respectively, for processing at its ethanol plants. For the periods ended June 30, 2014 and 2013, the Company had open physical delivery commitment contracts for sale of approximately 0.8 million and 1.4 million equivalent bushels, respectively, of DDGS and WDGS. To manage the price risk associated with certain of these physical delivery commitments which have fixed prices, at June 30, 2014 and 2013, the Company had outstanding derivative contracts with offsetting long and short volumes of2.3 million and 13.4 million bushels, respectively, that mature at future prices in effect on the expected date of delivery under the physical delivery commitment contracts.   Additionally, at June 30, 2014 and 2013, the Company had outstanding derivative contracts with a net short volume of 1.7million and 2.3 million bushels of corn, respectively, to buy back when certain corn inventories are expected to be processed. The impact of marking to market these commodity derivative contracts increased income before taxes by $0.9 million and increased income before taxes by $1.2 million for the six months ended June 30, 2014 and 2013, respectively.

At June 30, 2014 and December 31, 2013, the fair value of derivative instruments not designated as hedging instruments are presented in the following table.

15

June 30, 2014

December 31, 2013

Balance

Balance

Balance

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

(Thousands of dollars)

Location

Value

Location

Value

Location

Value

Location

Value

Commodity derivative contracts

Accounts Receivable

$

1,574

Accounts Payable

$

716

Accounts Receivable

$

224

Accounts Payable

$

291

For the three month and six month periods ended June 30, 2014 and 2013, the gains and losses recognized in the consolidated and combined Statements of Income for derivative instruments not designated as hedging instruments are presented in the following table.  

		Gain (Loss)
(Thousands of dollars)	Statement of Income	Three Months Ended June 30,				Six Months Ended June 30,
Type of Derivative Contract	Location	2014		2013		2014		2013
Commodity	Fuel and ethanol costs of goods sold	$	2,084	$	1,152	$	619	$	(446)

The Company offsets certain assets and liabilities related to derivative contracts when the legal right of offset exists. Derivative assets and liabilities which have offsetting positions at June 30, 2014 and December 31, 2013 are presented in the following tables:

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Assets Presented in
	of Recognized		Consolidated		the Consolidated
(Thousands of dollars)	Assets		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	2,463	$	(889)	$	1,574
At December 31, 2013
Commodity derivatives	$	233	$	(9)	$	224

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Liabilities Presented
	of Recognized		Consolidated		in the Consolidated
	Liabilities		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	1,605	$	(889)	$	716
At December 31, 2013
Commodity derivatives	$	300	$	(9)	$	291

All commodity derivatives above are corn-based contracts associated with the Company’s Hereford plant as all positions related to Hankinson were assumed by the buyer in conjunction with the sale. Net derivative assets are included in Accounts Receivable presented in the table on the prior page and are included in Accounts Receivable on the Consolidated Balance Sheets; likewise, net derivative liabilities in the above table are included in Accounts Payable in the table above and are included in Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheets. These contracts permit net settlement and the Company generally avails itself of this right to settle net. At June 30, 2014 and December 31, 2013, cash deposits of $2.8 million and $2.9 million related to commodity derivative contracts were reported in Prepaid Expenses in the Consolidated Balance Sheets, respectively. These cash deposits have not been used to reduce the reported net liabilities on the corn-based derivative contracts at June 30, 2014 or December 31, 2013.

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Note 11 – Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average of common shares outstanding during the period.  Diluted earnings per common share adjusts basic earnings per common share for the effects of stock options and restricted stock in the periods where such items are dilutive. 

On August 30, 2013, 46,743,316 shares of our common stock were distributed to the shareholders of Murphy Oil in connection with the separation and distribution.  For comparative purposes, we have assumed this amount to be outstanding as of the beginning of each prior period prior to the separation and distribution presented in the calculation of weighted average shares outstanding. 

During May 2014, the Company executed a share repurchase program that was approved by the Board of Directors for approximately $50 million worth of common stock of the Company.   At the completion of this plan, the Company had acquired 1,040,636 shares of common stock for an average price of $48.07 per share including brokerage fees. 

The following table provides a reconciliation of basic and diluted earnings per share computations for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
Earnings per common share:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Total earnings per share	$	1.58	$	1.66	$	1.78	$	2.13
Earnings per common share - assuming dilution:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Common equivalent shares:
Dilutive options		294		—		218		—
Weighted average common shares outstanding - assuming dilution (in thousands)		46,527		46,743		46,708		46,743
Earnings per share - assuming dilution	$	1.57	$	1.66	$	1.77	$	2.13

17

Note 12 — Other Financial Information

ETHANOL SALES AND OTHER – Ethanol sales and other revenue in the Consolidated and Combined Income Statements include the following items: 

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Sales of ethanol and related plant products	$	64,088	$	83,836	$	112,876	$	149,682
Renewable Identification Numbers (RINs) sales		23,261		29,685		40,854		42,985
Other		646		692		1,530		1,456
Total ethanol sales and other revenue	$	87,995	$	114,213	$	155,260	$	194,123

CASH FLOW DISCLOSURES — Cash income taxes paid (collected), net of refunds, were $71,469,000 and$(6,569,000) for the six month periods ended June 30, 2014 and 2013, respectively. Interest paid was $17,070,000 and $144,000 for the six month periods ended June 30, 2014 and 2013, respectively. Noncash additions to net parent investment related primarily to settlement of income taxes were $0 and $1,447,000 for the six month periods ended June 30, 2014 and 2013, respectively.

	Six Months Ended June 30,
(Thousands of dollars)	2014		2013
Accounts receivable	$	(63,984)	$	139,767
Inventories		13,019		21,459
Prepaid expenses		(1,063)		(2,158)
Accounts payable and accrued liabilities		91,480		(117,590)
Income taxes payable		(22,103)		4,936
Current deferred income tax liabilities		1,517		(892)
Net decrease in noncash operating working capital	$	18,866	$	45,522

Note 13 — Assets and Liabilities Measured at Fair Value

The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value hierarchy is based on the quality of inputs used to measure fair value, with Level 1 being the highest quality and Level 3 being the lowest quality. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1. Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value measurements for these assets and liabilities at June 30, 2014 and December 31, 2013 are presented in the following table.

18

	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	June 30,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2014		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	1,574		—	$	1,574		—
Liabilities
Commodity derivative contracts	$	(716)		—	$	(716)		—
	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	December 31,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2013		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	224		—	$	224		—
Liabilities
Commodity derivative contracts	$	(291)		—	$	(291)		—

At the balance sheet date the fair value of commodity derivatives contracts for corn was determined based on market quotes for No. 2 yellow corn. The change in fair value of commodity derivatives is recorded in Fuel and ethanol cost of goods sold. The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade and Trade accounts payable approximates fair value due to their short-term nature.  

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at June 30, 2014 and December 31, 2013. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The table excludes Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying amounts. The fair value of Current and Long-term debt was estimated based on rates offered to the Company at that time for debt of the same maturities. The Company has off-balance sheet exposures relating to certain financial guarantees and letters of credit. The fair value of these, which represents fees associated with obtaining the instruments, was nominal.

	At June 30, 2014				At December 31, 2013
	Carrying				Carrying
(Thousands of dollars)	Amount		Fair Value		Amount		Fair Value
Financial liabilities
Current and long-term debt	$	(492,012)	$	(514,678)	$	(561,578)	$	(559,411)

19

Note 14 — Contingencies

The Company’s operations and earnings have been and may be affected by various forms of governmental action. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; import and export controls; price controls; allocation of supplies of crude oil and petroleum products and other goods; laws and regulations intended for the promotion of safety and the protection and/or remediation of the environment; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with employees, suppliers, customers, stockholders and others. Because governmental actions are often motivated by political considerations, may be taken without full consideration of their consequences, and may be taken in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.

ENVIRONMENTAL MATTERS AND LEGAL MATTERS — Murphy USA is subject to numerous federal, state and local laws and regulations dealing with the environment. Violation of such environmental laws, regulations and permits can result in the imposition of significant civil and criminal penalties, injunctions and other sanctions. A discharge of hazardous substances into the environment could, to the extent such event is not insured, subject the Company to substantial expense, including both the cost to comply with applicable regulations and claims by neighboring landowners and other third parties for any personal injury, property damage and other losses that might result.

The Company currently owns or leases, and has in the past owned or leased, properties at which hazardous substances have been or are being handled. Although the Company believes it has used operating and disposal practices that were standard in the industry at the time, hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where they have been taken for disposal. In addition, many of these properties have been operated by third parties whose management of hazardous substances was not under the Company’s control. Under existing laws the Company could be required to remediate contaminated property (including contaminated groundwater) or to perform remedial actions to prevent future contamination. Certain of these contaminated properties are in various stages of negotiation, investigation, and/or cleanup, and the Company is investigating the extent of any related liability and the availability of applicable defenses. With the sale of the U.S. refineries in 2011, Murphy Oil retained certain liabilities related to environmental matters. Murphy Oil also obtained insurance covering certain levels of environmental exposures. The Company believes costs related to these sites will not have a material adverse effect on Murphy USA’s net income, financial condition or liquidity in a future period.

Certain environmental expenditures are likely to be recovered by the Company from other sources, primarily environmental funds maintained by certain states. Since no assurance can be given that future recoveries from other sources will occur, the Company has not recorded a benefit for likely recoveries at June 30, 2014, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.  

The U.S. Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at one Superfund site. The potential total cost to all parties to perform necessary remedial work at this site may be substantial. However, based on current negotiations and available information, the Company believes that it is a de minimis party as to ultimate responsibility at the Superfund site. Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at June 30, 2014. The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at this site or other Superfund sites. The Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial condition or liquidity in a future period.

20

Based on information currently available to the Company, the amount of future remediation costs to be incurred to address known contamination sites is not expected to have a material adverse effect on the Company’s future net income, cash flows or liquidity. However, there is the possibility that additional environmental expenditures could be required to address contamination, including as a result of discovering additional contamination or the imposition of new or revised requirements applicable to known contamination.

Murphy USA is engaged in a number of other legal proceedings, all of which the Company considers routine and incidental to its business. Based on information currently available to the Company, the ultimate resolution of those other legal matters is not expected to have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

INSURANCE — The Company maintains insurance coverage at levels that are customary and consistent with industry standards for companies of similar size. Murphy USA maintains statutory workers compensation insurance with a deductible of $0.5million per occurrence and other insurance programs for general and auto liability. As of June 30, 2014, there were a number of outstanding claims that are of a routine nature. The estimated incurred but unpaid liabilities relating to these claims are included in Trade account payables and accrued liabilities on the Consolidated Balance Sheets. While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $4.5 million will be sufficient to cover the related liability for all insurance claims and that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.

The Company was insured under Murphy Oil’s insurance policies for occurrences prior to the completion of the separation. The specifications and insured limits under those policies, however, were at a level consistent with Murphy Oil as a whole. Following the separation, the Company has obtained insurance coverage as appropriate for the business in which it is engaged, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.

TAX MATTERS — Murphy USA is subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities because of these audits may subject us to interest and penalties.

OTHER MATTERS — In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts. At June 30, 2014, the Company had contingent liabilities of $16.2 million on outstanding letters of credit. The Company has not accrued a liability in its balance sheet related to these financial guarantees and letters of credit because it is believed that the likelihood of having these drawn is remote.

Note 15 — Business Segments

During the fourth quarter of 2013, the Company sold its Hankinson, North Dakota ethanol plant.  This was the largest of the two ethanol plants that were owned by the Company.  Because of this sale, the Company was required to reevaluate its operating segments for reporting purposes.  After reviewing the quantitative and qualitative aspects of the Company’s segments, it was determined that the remaining ethanol assets did not warrant separate segment presentation.  Therefore, the segments for the Company were restated for all prior periods to reflect one remaining operating segment, Marketing.  The remaining ethanol assets were recast into the category with the prior Corporate assets and renamed “Corporate and

21

other assets”.  In addition, due to the sale of the Hankinson entity, the Company also shows discontinued operations for all periods presented for the prior Hankinson activity. Segment information is as follows:

			Three Months Ended
			June 30, 2014				June 30, 2013
	Total Assets at		External		Income		External		Income
(Thousands of dollars)	June 30,		Revenues		(Loss)		Revenues		(Loss)
Marketing	$	1,851,969	$	4,693,858	$	71,660	$	4,759,628	$	66,553
Corporate and other assets		57,866		64,091		1,572		83,837		3,765
Total operating segment		1,909,835		4,757,949		73,232		4,843,465		70,318
Discontinued operations		—		—		—		—		7,309
Total	$	1,909,835	$	4,757,949	$	73,232	$	4,843,465	$	77,627
			Six Months Ended
			June 30, 2014				June 30, 2013
			External		Income		External		Income
(Thousands of dollars)			Revenues		(Loss)		Revenues		(Loss)
Marketing			$	8,809,295	$	85,421	$	9,051,775	$	89,939
Corporate and other assets				112,988		(3,337)		149,681		932
Total operating segment				8,922,283		82,084		9,201,456		90,871
Discontinued operations				—		781		—		8,803
Total			$	8,922,283	$	82,865	$	9,201,456	$	99,674

Note 16 – Guarantor Subsidiaries

Certain of the Company’s 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee, on a joint and several basis, certain of the outstanding indebtedness of the Company, including the 6.00% senior notes due 2023.  The following consolidating and combining schedules present financial information on a consolidated and combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d): 

22

CONSOLIDATING BALANCE SHEET

(unaudited)

(Thousands of dollars)	June 30, 2014
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Current assets
Cash and cash equivalents		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2014			—		253,910		—		3,253		—		257,163
Inventories, at lower of cost or market			—		146,079		—		19,956		—		166,035
Prepaid expenses and other current assets			—		13,514		—		2,960		—		16,474
Total current assets			—		672,427		—		27,482		—		699,909
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,202,187		—		1,857		—		1,204,044
Investments in subsidiaries			1,419,279		167,187		—		—		(1,586,466)		—
Deferred charges and other assets			—		5,348		—		534		—		5,882
Deferred tax assets			—		—		—		5,121		(5,121)		—
Total assets		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	—	$	—	$	—	$	—	$	—
Inter-company accounts payable			50,021		82,877		(52,073)		(80,825)		—		—
Trade accounts payable and accrued liabilities			—		522,029		—		2,921		—		524,950
Income taxes payable			—		52,682		10		(2,228)		—		50,464
Deferred income taxes			—		8,660		—		—		—		8,660
Total current liabilities			50,021		666,248		(52,063)		(80,132)		—		584,074
Long-term debt			—		492,012		—		—		—		492,012
Deferred income taxes			—		109,115		—		—		(5,121)		103,994
Asset retirement obligations			—		18,077		—		—		—		18,077
Deferred credits and other liabilities			—		18,190		—		—		—		18,190
Total liabilities			50,021		1,303,642		(52,063)		(80,132)		(5,121)		1,216,347
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,765,221 shares issued at June 30, 2014)			468		1		60		—		(61)		468
Treasury Stock (1,040,636 shares held at June 30, 2014)			(50,021)		—		—		—		—		(50,021)
Additional paid in capital (APIC)			1,228,370		553,065		52,004		35,677		(1,316,516)		552,600
Retained earnings			190,441		190,441		(1)		79,449		(269,889)		190,441
Total stockholders' equity			1,369,258		743,507		52,063		115,126		(1,586,466)		693,488
Total liabilities and stockholders' equity		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835

23

CONSOLIDATING BALANCE SHEET

(Thousands of dollars)	December 31, 2013
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Current assets
Cash and cash equivalents		$	—	$	294,741	$	—	$	—	$	—	$	294,741
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2013			—		191,904		—		1,277		—		193,181
Inventories, at lower of cost or market			—		157,795		—		21,260		—		179,055
Prepaid expenses and other current assets			—		12,217		—		3,222		—		15,439
Total current assets			—		656,657		—		25,759		—		682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,189,082		—		1,641		—		1,190,723
Investments in subsidiaries			1,228,837		—		—		—		(1,228,837)		—
Deferred charges and other assets			—		95,604		—		239		(87,740)		8,103
Deferred tax assets			—		—		—		—		—		—
Total assets		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	14,000	$	—	$	—	$	—	$	14,000
Inter-company accounts payable			—		119,366		(52,107)		(67,259)		—		—
Trade accounts payable and accrued liabilities			—		429,763		—		3,465		—		433,228
Income taxes payable			—		71,450		43		653		—		72,146
Deferred income taxes			—		7,143		—		—		—		7,143
Total current liabilities			—		641,722		(52,064)		(63,141)		—		526,517
Long-term debt			—		547,578		—		—		—		547,578
Deferred income taxes			—		128,451		—		(13,519)		—		114,932
Asset retirement obligations			—		17,130		—		—		—		17,130
Deferred credits and other liabilities			—		18,749		—		—		—		18,749
Total liabilities			—		1,353,630		(52,064)		(76,660)		—		1,224,906
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,746,633 shares issued and outstanding at December 31, 2013)			467		1		60		—		(61)		467
Treasury Stock			—		—		—		—		—		—
Additional paid in capital (APIC)			1,228,370		548,758		52,004		35,677		(1,316,516)		548,293
Retained earnings			—		38,954		—		68,622		—		107,576
Total stockholders' equity			1,228,837		587,713		52,064		104,299		(1,316,577)		656,336
Total liabilities and stockholders' equity		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242

24

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	4,173,856	$	—	$	—	$	(52,162)	$	4,121,694
Merchandise sales			—		548,260		—		—		—		548,260
Ethanol sales and other			—		23,904		—		64,091		—		87,995
Total revenues		$	—	$	4,746,020	$	—	$	64,091	$	(52,162)	$	4,757,949
Costs and operating expenses
Petroleum product cost of goods sold			—		3,995,296		—		—		(52,162)		3,943,134
Merchandise cost of goods sold			—		472,909		—		—		—		472,909
Ethanol cost of goods sold			—		—		—		41,767		—		41,767
Station and other operating expenses			—		124,229		—		8,994		—		133,223
Depreciation and amortization			—		19,656		—		29		—		19,685
Selling, general and administrative			—		29,274		—		424		—		29,698
Accretion of asset retirement obligations			—		300		—		—		—		300
Total costs and operating expenses			—		4,641,664		—		51,214		(52,162)		4,640,716
Income from operations		$	—	$	104,356	$	—	$	12,877	$	—	$	117,233
Other income (expense)
Interest income			—		13		—		—		—		13
Interest expense			—		(10,527)		—		—		—		(10,527)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		94		—		800		—		894
Total other income (expense)		$	—	$	(10,420)	$	—	$	800	$	—	$	(9,620)
Income from continuing operations before income taxes			—		93,936		—		13,677		—		107,613
Income tax expense			—		29,533		—		4,848		—		34,381
Income from continuing operations			—		64,403		—		8,829		—		73,232
Income from discontinued operations, net of taxes			—		—		—		—		—		—
Equity earnings in affiliates, net of tax			73,232		8,829		—		—		(82,061)		—
Net Income		$	73,232	$	73,232	$	—	$	8,829	$	(82,061)	$	73,232

25

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	4,240,293	$	—	$	—	$	(64,411)	$	4,175,882
Merchandise sales			—		553,370		—		—		—		553,370
Ethanol sales and other			—		30,377		—		83,836		—		114,213
Total revenues		$	—	$	4,824,040	$	—	$	83,836	$	(64,411)	$	4,843,465
Costs and operating expenses
Petroleum product cost of goods sold			—		4,069,898		—		—		(64,411)		4,005,487
Merchandise cost of goods sold			—		482,464		—		—		—		482,464
Ethanol cost of goods sold			—		—		—		68,909		—		68,909
Station and other operating expenses			—		116,226		—		8,484		—		124,710
Depreciation and amortization			—		18,515		—		21		—		18,536
Selling, general and administrative			—		27,614		—		829		—		28,443
Accretion of asset retirement obligations			—		278		—		—		—		278
Total costs and operating expenses			—		4,714,995		—		78,243		(64,411)		4,728,827
Income from operations		$	—	$	109,045	$	—	$	5,593	$	—	$	114,638
Other income (expense)
Interest income			—		453		—		—		—		453
Interest expense			—		(16)		—		—		—		(16)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		8		—		—		—		8
Total other income (expense)		$	—	$	445	$	—	$	—	$	—	$	445
Income from continuing operations before income taxes			—		109,490		—		5,593		—		115,083
Income tax expense			—		42,778		—		1,987		—		44,765
Income from continuing operations			—		66,712		—		3,606		—		70,318
Income from discontinued operations, net of taxes			—		—		—		7,309		—		7,309
Net Income		$	—	$	66,712	$	—	$	10,915	$	—	$	77,627

26

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	7,808,126	$	—	$	—	$	(92,085)	$	7,716,041
Merchandise sales			—		1,050,982		—		—		—		1,050,982
Ethanol sales and other			—		42,381		—		112,879		—		155,260
Total revenues		$	—	$	8,901,489	$	—	$	112,879	$	(92,085)	$	8,922,283
Costs and operating expenses
Petroleum product cost of goods sold			—		7,535,565		—		—		(92,085)		7,443,480
Merchandise cost of goods sold			—		905,371		—		—		—		905,371
Ethanol cost of goods sold			—		—		—		79,537		—		79,537
Station and other operating expenses			—		238,044		—		17,656		—		255,700
Depreciation and amortization			—		39,290		—		56		—		39,346
Selling, general and administrative			—		56,900		1		868		—		57,769
Accretion of asset retirement obligations			—		597		—		—		—		597
Total costs and operating expenses			—		8,775,767		1		98,117		(92,085)		8,781,800
Income from operations		$	—	$	125,722	$	(1)	$	14,762	$	—	$	140,483
Other income (expense)
Interest income			—		28		—		—		—		28
Interest expense			—		(19,622)		—		—		—		(19,622)
Gain on sale of assets			—		170		—		—		—		170
Other nonoperating income			—		206		—		800		—		1,006
Total other income (expense)		$	—	$	(19,218)	$	—	$	800	$	—	$	(18,418)
Income from continuing operations before income taxes			—		106,504		(1)		15,562		—		122,065
Income tax expense			—		34,465		—		5,516		—		39,981
Income from continuing operations			—		72,039		(1)		10,046		—		82,084
Income from discontinued operations, net of taxes			—		—		—		781		—		781
Equity earnings in affiliates, net of tax			190,441		79,448		—		—		(269,889)		—
Net Income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865

27

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	8,051,065	$	—	$	—	$	(112,571)	$	7,938,494
Merchandise sales			—		1,068,839		—		—		—		1,068,839
Ethanol sales and other			—		44,441		—		149,682		—		194,123
Total revenues		$	—	$	9,164,345	$	—	$	149,682	$	(112,571)	$	9,201,456
Costs and operating expenses
Petroleum product cost of goods sold			—		7,759,289		—		—		(112,571)		7,646,718
Merchandise cost of goods sold			—		931,259		—		—		—		931,259
Ethanol cost of goods sold			—		—		—		130,614		—		130,614
Station and other operating expenses			—		229,733		—		15,947		—		245,680
Depreciation and amortization			—		36,575		—		31		—		36,606
Selling, general and administrative			—		58,741		1		1,933		—		60,675
Accretion of asset retirement obligations			—		547		—		—		—		547
Total costs and operating expenses			—		9,016,144		1		148,525		(112,571)		9,052,099
Income from operations		$	—	$	148,201	$	(1)	$	1,157	$	—	$	149,357
Other income (expense)
Interest income			—		734		—		—		—		734
Interest expense			—		(142)		—		—		—		(142)
Gain on sale of assets			—		8		—		—		—		8
Other nonoperating income			—		23		—		—		—		23
Total other income (expense)		$	—	$	623	$	—	$	—	$	—	$	623
Income from continuing operations before income taxes			—		148,824		(1)		1,157		—		149,980
Income tax expense			—		58,645		—		464		—		59,109
Income from continuing operations			—		90,179		(1)		693		—		90,871
Income from discontinued operations, net of taxes			—		—		—		8,803		—		8,803
Net Income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674

28

CONSOLIDATING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(781)		—		(781)
Depreciation and amortization			—		39,290		—		56		—		39,346
Amortization of deferred major repair costs			—				—		433		—		433
Deferred and noncurrent income tax charges (credits)			—		(19,336)		—		8,398		—		(10,938)
Accretion on discounted liabilities			—		597		—		—		—		597
Pretax gains from sale of assets			—		(170)		—		—		—		(170)
Net decrease (increase) in noncash operating working capital			—		22,703		—		(3,837)		—		18,866
Equity in earnings			(190,441)		(79,448)		—		—		269,889		—
Other operating activities-net			—		8,211		—		—		—		8,211
Net cash provided by (required by) continuing operations			—		123,334		(1)		15,096		—		138,429
Net cash provided by discontinued operations			—		—		—		134		—		134
Net cash provided by (required by) operating activities			—		123,334		(1)		15,230		—		138,563
Investing Activities
Property additions			—		(52,781)		—		(273)		—		(53,054)
Proceeds from sale of assets			—		279		—		—		—		279
Expenditures for major repairs			—		—		—		(728)		—		(728)
Other inventory activities-net			—				—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		1,097		—		1,097
Other			—		—		—		—		—		—
Net cash provided by (required by) investing activities			—		(52,502)		—		96		—		(52,406)
Financing Activities
Purchase of treasury stock			(50,021)		—		—		—		—		(50,021)
Repayments of long-term debt			—		(70,000)		—		—		—		(70,000)
Debt issuance costs					(99)								(99)
Amounts related to share-based compensation activities			—		(541)		—		—		—		(541)
Net distributions to parent			50,021		(36,009)		1		(14,013)		—		—
Net cash provided by (required by) financing activities			—		(106,649)		1		(14,013)		—		(120,661)
Net increase (decrease) in cash and cash equivalents			—		(35,817)		—		1,313		—		(34,504)
Cash and cash equivalents at January 1			—		294,741		—		—		—		294,741
Cash and cash equivalents at June 30		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237

29

COMBINING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Net income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(8,803)		—		(8,803)
Depreciation and amortization			—		36,575		—		31		—		36,606
Amortization of deferred major repair costs			—		—		—		221		—		221
Deferred and noncurrent income tax charges (credits)			—		(8,745)		—		2,057		—		(6,688)
Accretion on discounted liabilities			—		547		—		—		—		547
Pretax gains from sale of assets			—		(8)		—		—		—		(8)
Net decrease in noncash operating working capital			—		24,591		—		20,931		—		45,522
Other operating activities-net			—		10,876		—		—		—		10,876
Net cash provided by (required by) continuing operations			—		154,015		(1)		23,933		—		177,947
Net cash provided by discontinued operations			—		—		—		6,805				6,805
Net cash provided by (required by) operating activities			—		154,015		(1)		30,738		—		184,752
Investing Activities
Property additions			—		(94,064)		—		(1,045)		—		(95,109)
Proceeds from sale of assets			—		36		—		—		—		36
Expenditures for major repairs			—		—		—		(280)		—		(280)
Other inventory activities-net			—		—		—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		—		—		—
Other			—		—		—		(468)		—		(468)
Net cash required by investing activities			—		(94,028)		—		(1,793)		—		(95,821)
Financing Activities
Purchase of treasury stock			—		—		—		—		—		—
Repayments of long-term debt			—		—		—		(24)		—		(24)
Debt issuance costs			—		—		—		—		—		—
Amounts related to share-based compensation activities			—		—		—		—		—		—
Net distributions to parent			—		(57,772)		1		(28,921)		—		(86,692)
Net cash provided by (required by) financing activities			—		(57,772)		1		(28,945)		—		(86,716)
Net increase in cash and cash equivalents			—		2,215		—		—		—		2,215
Cash and cash equivalents at January 1			—		57,373		—		—		—		57,373
Cash and cash equivalents at June 30		$	—	$	59,588	$	—	$	—	$	—	$	59,588

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CONSOLIDATING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2013	$	467	$	1	$	60	$	—	$	(61)	$	467
Issuance of common stock		1		—		—		—		—		1
Balance as of June 30, 2014	$	468	$	1	$	60	$	—	$	(61)	$	468
Treasury Stock
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		(50,021)		—		—		—		—		(50,021)
Balance as of June 30, 2014	$	(50,021)	$	—	$	—	$	—	$	—	$	(50,021)
APIC
Balance as of December 31, 2013	$	1,228,370	$	548,758	$	52,004	$	35,677	$	(1,316,516)	$	548,293
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		(542)		—		—		—		(542)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		4,849		—		—		—		4,849
Balance as of June 30, 2014	$	1,228,370	$	553,065	$	52,004	$	35,677	$	(1,316,516)	$	552,600
Net Parent Investment
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2014	$	—	$	—	$	—	$	—	$	—	$	—
Retained Earnings
Balance as of December 31, 2013	$	—	$	38,954	$	—	$	68,622	$	—	$	107,576
Net income		190,441		151,487		(1)		10,827		(269,889)		82,865
Balance as of June 30, 2014	$	190,441	$	190,441	$	(1)	$	79,449	$	(269,889)	$	190,441

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COMBINING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Treasury Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
APIC
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net Parent Investment
Balance as of December 31, 2012	$	—	$	1,123,467	$	53,895	$	117,550	$	(190,461)	$	1,104,451
Net income		—		90,179		(1)		9,496		—		99,674
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		(85,245)		—		—		—		(85,245)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	1,128,401	$	53,894	$	127,046	$	(190,461)	$	1,118,880
Retained Earnings
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“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 and combined 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 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.  For periods prior to completion of the separation from Murphy Oil Corporation (“Murphy Oil”), these terms refer to Murphy Oil’s U.S. retail marketing business and other assets and liabilities that were contributed to Murphy USA in connection with the separation, including an allocable portion of Murphy Oil’s corporate costs, on a combined 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 one operating segment for the three months and six months ended June 30, 2014 and 2013.

•  Capital Resources and Liquidity—This section provides a discussion of our financial condition and cash flows as of and for the six months ended June 30, 2014 and 2013. It also includes a discussion of our capital structure and available sources of liquidity.

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

Executive Overview

Our Business and Separation from Murphy Oil

Our business primarily consists of the U.S. retail marketing business that was separated from Murphy Oil, our former parent company, plus our remaining ethanol production facility in Hereford, Texas, and other assets, liabilities and operating expenses of Murphy Oil that are associated with supporting the activities of the U.S. retail marketing operations.  The separation was completed on August 30, 2013 through the distribution of 100% of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013. Murphy Oil stockholders of record received one share of Murphy USA common stock for every four shares of Murphy Oil common stock.  The spin-off was completed in accordance with a separation and distribution agreement entered into between Murphy Oil and Murphy USA. Following the separation, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA.

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We market refined products through a network of retail gasoline stations and unbranded wholesale customers. Our owned retail stations are almost all located in close proximity to Walmart stores and use the brand name Murphy USA®. We also market gasoline and other products at standalone stations under the Murphy Express brand. At June 30, 2014, we had a total of 1,223 Company stations in 23 states, principally in the Southeast, Southwest and Midwest United States.

Basis of Presentation

Murphy USA was incorporated in March 2013 in contemplation of the separation, and until the separation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities or commitments.  Accordingly, the financial information presented in this Management’s Discussion and Analysis and the accompanying consolidated and combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Murphy Oil subsidiaries and certain assets, liabilities, and operating expenses of Murphy Oil that comprise Murphy USA, as described above, as if such companies and accounts had been combined for all periods presented prior to August 30, 2013.

The assets and liabilities in these consolidated and combined financial statements at June 30, 2014 have been reflected on a historical basis. Any periods presented that include dates prior to August 30, 2013 are periods when all of the assets and liabilities shown were 100 percent owned by Murphy Oil and represented operations of Murphy USA prior to the separation. For the period prior to separation, the consolidated and combined statements of income also include expense allocations for certain corporate functions historically performed by Murphy Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Murphy USA’s management believes the assumptions underlying the consolidated and combined financial statements, including the assumptions regarding allocating general corporate expenses from Murphy Oil, are reasonable. However, these consolidated and combined financial statements may not include all of the actual expenses that would have been incurred had the Company been a stand-alone company during the period prior to separation and may not reflect the combined results of operations, financial position and cash flows had the Company been a stand-alone company during the entirety of the periods presented.

Actual costs that would have been incurred if Murphy USA had been a stand-alone company would depend upon multiple factors, including organizational structure and strategic decisions made in operational areas, including information technology and infrastructure.

Subsequent to the separation, Murphy Oil continues to perform certain of these corporate functions on our behalf, for which we are charged a fee in accordance with the Transition Services Agreement entered into between Murphy Oil and Murphy USA on August 30, 2013 (the “Transition Services Agreement”).  There are also some services that are performed by Murphy USA on behalf of Murphy Oil and these are also being handled in accordance with the Transition Services Agreement.

The consolidated financial statements reflect our financial results as an independent company for all periods subsequent to the separation while the combined financial statements reflect the combined financial results of Murphy Oil’s U.S. retail marketing business for all periods prior to the separation. 

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 expect our total fuel sales volumes to grow, as discussed further below, our ability to achieve high volumes and improved gross margins is dependent on certain external factors. These factors include, but are not limited to, the price of refined products, interruptions in supply caused by severe weather, severe refinery mechanical failures for an extended period of time, and competition in the local markets in which we operate. In addition, our ethanol production operations are impacted by the price of corn and may be affected by future droughts or other

34

weather related events and by ethanol demand levels in the United States which can be impacted by foreign imports and Federal and state regulations.

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 squeezes 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. NYMEX crude oil futures as of mid-2014 have shown declining U.S. crude oil prices throughout the remainder of the year.  Margins for U.S. retail marketing have improved in the second quarter of 2014 versus the averages achieved in the first quarter of 2014 but are still lower than margins from the second quarter of 2013.  These fuel gross margins can change rapidly due to many factors.  Ethanol margins, however, have been strong during the second quarter of 2014 and we expect continued strength into the third quarter. 

In addition, our revenues are impacted by our 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 Renewable Identification Numbers (“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. Companies that blend fuels 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 (as well as RINs generated by companies such as ours that are not subject to quotas) 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. In recent historical periods, we have benefited from our ability to attain RINs and sell them at favorable prices in the market.  The increase in RIN values and ensuing changes to our supply mix resulted in higher RIN revenues in 2013 versus 2012.  However, beginning in the latter part of the third quarter of 2013 and into the first half of 2014, we have observed declining or steady RIN prices compared to early 2013 levels.  Our business model does not depend on our ability to generate revenues from RINs.  Revenue from the sales of RINs is included in “Ethanol sales and other” in the Consolidated and Combined Statements of Income. 

In August 2013, in connection with the separation from Murphy Oil, we incurred $650 million of new debt from the issuance of senior notes and borrowings under the credit facilities, which we used to finance a cash dividend to Murphy Oil immediately prior to the separation. We believe that we will continue to generate sufficient cash from operations to fund our ongoing operating requirements. We expect to use the credit facilities to provide us with available financing intended to meet any 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. At June 30, 2014, we have additional available capacity under the committed $450 million credit facilities (subject to the borrowing base), together with capacity under a $200 million incremental uncommitted facility. 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.

On December 21, 2012, we signed an agreement with Walmart providing for the potential purchase of land to develop approximately 200 new Company stations located adjacent to existing Walmart stores in Walmart’s core market area covering the Southeast, Southwest and Midwest United States. The construction program is expected to be completed over the next few years. In connection with this agreement, we expect to incur additional station operating and depreciation expenses due to the addition of new stores. However, we can provide no assurance that we will develop all or any of the sites as contemplated under the agreement. See “Risk Factors—Risks Relating to Our Business—Our ability to continue to generate revenue and operating income depends on our continued relationship with Walmart” in our Annual Report on Form 10-K.  The Company currently anticipates total capital expenditures (including purchases of Walmart properties and other land for future developments) for the full year 2014 to be approximately $150 million to $175 million.  We intend to fund our capital program in 2014 primarily

35

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 expect to build additional locations in close proximity to Walmart stores and other locations. 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.

Despite a lower income tax rate in the current quarter and the six months ended June 30, 2014 due to the discrete state income tax benefit, we currently estimate our ongoing effective tax rate to be approximately 38.5% for the remainder of the year. 

Seasonality

Our business has inherent seasonality due to the concentration of our retail sites in certain geographic areas, as well as customer activity behaviors during different seasons.  In general, sales volumes and operating incomes are highest in the second and third quarters during the summer activity months and lowest during the winter months.  As a result, operating results for the three months and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Business Segments

Our business is organized into one operating segment: Marketing. The Marketing segment includes our retail marketing sites and product supply and wholesale assets. Prior to December 2013, we also had an Ethanol segment which consisted of our ethanol production facilities located in Hankinson, North Dakota and in Hereford, Texas.  After the Hankinson facility was sold in December 2013, we reassessed our segments and due to its small size, we have included the remainder of the former Ethanol segment in the prior “Corporate” section which has been renamed “Corporate and other assets”.  Therefore, we have restated our segments for all prior periods to reflect one remaining reporting segment, Marketing.  The Hereford facility began operations in early 2011 and we wrote down the carrying value at this facility at year end 2012 due to expectations at that time of continued weak margins in the future.

We are currently considering strategic alternatives for the remaining Hereford ethanol facility. As part of this effort, we are evaluating various factors including the appropriate timing and market conditions to maximize value in any potential sale; however, a final decision has not yet been determined and this remaining ethanol asset does not meet the criteria for “held for sale” presentation at this time. Therefore, historical financial results for the Hereford plant are included in continuing operations for all periods presented.

For additional operating segment information, see Note 20 “Business Segments” in the audited combined financial statements for the three year period ended December 31, 2013 included with the Form 10-K and Note 15 “Business Segments” in the accompanying unaudited consolidated and combined financial statements for the three months and six months ended June 30, 2014.

Results of Operations

Consolidated and Combined Results

For the three month period ended June 30, 2014, the Company reported net income of $73.2 million or $1.57 per diluted share on revenue of $4.76 billion.  Net income was $77.6 million for the comparable period in 2013 or $1.66 per diluted share on $4.84 billion in revenue. 

For the six month period ended June 30, 2014, the Company reported net income of $82.9 million or $1.77 per diluted share on revenue of $8.92 billion.  Net income was $99.7 million for the comparable period in 2013 or $2.13 per diluted share on $9.20 billion in revenue. 

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Three Months Ended June 30, 2014 versusThree Months Ended June 30, 2013

Revenues for the three months ended June 30, 2014 decreased $85.5 million, or 1.8%, compared to the same period of 2013.  The lower revenues were caused by lower wholesale fuel volumes sold and lower ethanol sales revenues in the period.  Partially offsetting these lower revenues were an increase in retail fuel revenues caused by an increase in the price of retail fuel of $0.09 per gallon and an increase in total retail fuel volumes sold of 1.1%. 

Total cost of sales decreased $99.1 million, or 2.2%, compared to the same period of 2013.  This decline is primarily due to lower wholesale volumes purchased due to lower sales along with higher margins on most merchandise categories in the 2014 quarter.  Partially offsetting this decline was an increase in cost of sales for the increased store count in the current period compared to the prior year.

Operating expenses for the quarter increased $8.5 million or 6.8% from the 2013 period.  This increase was driven by higher credit card payment fees and higher maintenance costs in the current period.  The higher payment fees were due to a change in the mix of payment types associated with the Walmart 15 cent/10 cent discount program.

Selling, general and administrative expenses for the current quarter increased $1.3 million or 4.4% from the 2013 period.  The primary reason for the increase is that the 2014 period contained higher employee related costs compared to the allocated costs from Murphy Oil that existed in 2013.   

Interest expense was higher in the second quarter 2014 compared to 2013 due to the issuance in mid-August 2013 of the $500 million principal amount of Senior Notes and the funding of a $150 million term loan under our credit facilities.  During the quarter, the Company paid off the remainder of the term loan of $55 million.  Because of the payoff, the Company also expensed $1.9 million of deferred debt costs associated with that term loan.  As these borrowings did not exist in the prior period, there was a large increase in interest expense resulting from these transactions. 

Income tax expense decreased in the second quarter of 2014 compared to the corresponding 2013 quarter primarily due to a tax benefit of $6.8 million that was recognized in the 2014 period related to lower state tax rates. The effective tax rate was 31.9% for the current quarter and 38.9% for the 2013 quarter.  

Six Months Ended June 30, 2014 versus Six Months Ended June 30, 2013

Revenues for the six months ended June 30, 2014 decreased $279.2 million, or 3.0%, compared to the same period of 2013.  Significant items impacting these results included lower wholesale fuel volumes sold and lower ethanol sales revenue in the period.  This was partially offset by an overall increase in retail fuel revenues comprised of a decrease in the price of retail fuel of $0.05 per gallon and an increase in total retail fuel volumes sold of 2.2%.  

Total cost of sales decreased $280.2 million, or 3.2%, compared to the same period of 2013.  This decline is primarily due to a decrease in the price of motor fuel paid to acquire fuel for both the retail and wholesale locations and higher margins on certain merchandise categories in the 2014 quarter.  Partially offsetting this decline was an increase in cost of sales for the increased store count in the current period compared to the prior year. 

Operating expenses for the six months ended June 30, 2014 increased $10.0 million, or 4.1% from the 2013 period.  This increase was driven by higher credit card payment fees and higher maintenance costs partially offset by lower environmental costs. 

Selling, general and administrative expenses for the current period have declined $2.9 million.  The primary reason for the decrease was that the 2013 period contained higher employee-related costs allocated from Murphy Oil that did not repeat in the current quarter.   

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Interest expense was higher in the first half of 2014 compared to 2013 due to the issuance in mid-August 2013 of the $500 million principal amount of Senior Notes and the funding of a $150 million term loan under our credit facilities.  During the second quarter of 2014, the Company paid off the remainder of the term loan of $55 million.  Because of the payoff, the Company also expensed $1.9 million of deferred debt costs associated with that term loan.  As these borrowings did not exist in the prior period, there was a large increase in interest expense resulting from these transactions. 

Income tax expense decreased in the period primarily due to a tax benefit of $6.8 million that was recognized in the 2014 period related to lower state tax rates.  The effective tax rate was 32.8% for the current period and 39.4% for the 2013 period.  

A summaryof the Company’s earningsby businesssegmentfollows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Marketing	$	71,660	$	66,553	$	85,421	$	89,939
Corporate and other assets		1,572		3,765		(3,337)		932
Discontinued operations		—		7,309		781		8,803
Net income	$	73,232	$	77,627	$	82,865	$	99,674

Three Months Ended June 30, 2014 versusThree Months Ended June 30, 2013

Net incomefor the three monthsended June 30, 2014decreased comparedto the sameperiodin 2013 primarilydue to:

· Lower fuel margin per gallon in the current year quarter compared to the prior year quarter

· Slightly higher operating expenses in total due to overall store growth since the first quarter of  2013

· Higher interest expense in the current period due to spin-related debt

· No repeat of discontinued operations income in the current period

The items below helped to partially offset the decline in earnings in the current period:

· Incomefromthe ethanolplantoperationsin the currentquarter due to a significant improvementin gross margins 

· Higher merchandise gross margin dollars in the second quarter of 2014 compared to the prior period

· Tax benefit related to lower state tax rates

SixMonths Ended June 30, 2014 versusSix Months Ended June 30, 2013

Net incomefor the six monthsended June 30, 2014decreased comparedto the sameperiodin 2013 primarilydue to:

· Lower fuel margin per gallon in the current year compared to the prior year.  

· Higher interest expense in the current year due to spin-related debt

The items below helped to partially offset the decline in earnings in the current year

· Income from ethanol operations due to a significant improvement in gross margins and yield.

· Higher merchandise gross margin dollars.

· Tax benefit related to lower state tax rates.

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Marketing

(Thousands of dollars, except volume per store month and margins)	Three Months Ended June 30,				Six Months Ended June 30,
Marketing Segment	2014		2013		2014		2013
Revenues
Petroleum product sales	$	4,121,694	$	4,175,882	$	7,716,041	$	7,938,494
Merchandise sales		548,260		553,369		1,050,982		1,068,839
Other		23,904		30,377		42,272		44,442
Total revenues	$	4,693,858	$	4,759,628	$	8,809,295	$	9,051,775
Costs and operating expenses
Petroleum products cost of goods sold		3,943,134		4,005,487		7,443,480		7,646,718
Merchandise cost of goods sold		472,909		482,464		905,371		931,259
Station and other operating expenses		124,229		116,226		238,044		229,734
Depreciation and amortization		18,653		17,902		37,282		35,568
Selling, general and administrative		29,274		27,867		56,900		59,246
Accretion of asset retirement obligations		300		278		597		547
Total costs and operating expenses	$	4,588,499	$	4,650,224	$	8,681,674	$	8,903,072
Income from operations	$	105,359	$	109,404	$	127,621	$	148,703
Other income (expense)
Gain (loss) on sale of assets		—		—		170		8
Other nonoperating income (loss)		94		7		206		23
Total other income (expense)	$	94	$	7	$	376	$	31
Income from continuing operations
before income taxes		105,453		109,411		127,997		148,734
Income tax expense		33,793		42,858		42,576		58,795
Income from continuing operations	$	71,660	$	66,553	$	85,421	$	89,939
Gallons sold per store month		271,599		278,977		261,446		264,994
Fuel margin (cpg)		13.2		15.6		10.1		13.4
Fuel margin $ per store month	$	35,713	$	43,629	$	26,382	$	35,638
Total tobacco sales revenue per store month	$	116,893	$	125,708	$	113,105	$	122,360
Total non-tobacco sales revenue per store month	$	33,054	$	31,430	$	31,274	$	29,712
Total merchandise sales revenue per store month	$	149,947	$	157,138	$	144,379	$	152,072
Merchandise margin $ per store month	$	20,608	$	20,135	$	20,003	$	19,575
Merchandise margin as a percentage of merchandise sales		13.7%		12.8%		13.9%		12.9%
Store count at end of period		1,223		1,179		1,223		1,179
Total store months during the period		3,656		3,522		7,279		7,028

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Three Months Ended June 30, 2014 versus Three Months Ended June 30,  2013

Net incomein the Marketing segment for the second quarterof 2014increased$5.1 millionover the sameperiodin 2013. The primary reasonfor thisincreasewas an increase in merchandise margins and a state tax benefit partially offset by a decline in retail fuel margins.  Total chain wide retail fuel sales volumes were 993.1 million gallons for the quarter ended June 30, 2014 compared to 982.4 million gallons for the quarter ended June 30, 2013, an increase of 1.1%.   

Merchandisemarginsin the second quarter of 2014 were higher than the 2013 periodcombined with a decreasein merchandisesalesrevenueper storemonth of 4.6%, which was mostlydrivenby an increasednumberof storesin the currentperiod and overall lower sales dollars for cigarettes. The increase in margins in the current period was due primarily to higher margins on both tobacco and non-tobacco merchandise which were attributable to improved promotions and a more advantageous product mix.    

Also impacting net income in the three months ended June 30, 2014 was the sale of RINs of $23.3 million compared to $29.7 million in the 2013 period.  During the current period, 52 million RINs were sold at an average selling price of $0.45 per RIN. 

Totalrevenuesfor the Marketingsegmentwere approximately$4.7 billionin the 2014 period comparedto approximately$4.8 billionin the 2013 period, a decreaseof $66 million.Revenues included excisetaxescollectedand remittedto governmentauthoritiesof $483 millionin the current three months and $492 millionin the comparableperiodof 2013.  

Total fuelsalesvolumesper stationaveraged271,599 gallonsper store month in the 2014 period, down2.6% from278,977 gallonsper store month in the prioryear sameperiod. Lower volumes were due to fewer days in the quarter for the Walmart 15 cent/10 cent discount program.  The discount program was in effect for the latter part of May and all of June in 2014 compared to the entire second quarter in 2013.  Fuel margindecreased 14%in the 2014 periodto 13.4cpg,comparedto 15.6cpgin the comparableprioryear period.Margins and volume were impacted during the current period by a flat to rising wholesale price environment compared to periods of higher volatility and price decreases in the prior year quarter that was favorable to the business.

Merchandisesalesdecreasedto $548.3 millionin the current period, down 0.9%from comparable2013 levels because of a decline in tobacco products revenue of 3.5%, which was partially offset by revenue growth of 9.2% in non-tobacco products. Merchandisemarginsincreased0.9%, from12.8% in the 2013 periodto 13.7% in the currentyear period. This improvementin marginswas caused by continued improvement in non-tobacco merchandise margins due to enhanced promotions and improved pricing on cigarettes in the current period compared to the 2013 quarter when prices were lower. 

Total product supply and wholesale margin dollars excluding RINs were $47.9 million in the 2014 period compared to $10.3 million in the same period of 2013.  The increased margins were due to favorable market conditions and higher margins on certain products such as diesel. 

Stationand other operatingexpensesincreased$8.0 millionin the currentperiodcomparedto 2013 levels.  On an average per store month (APSM) basis the expenses increased 2.8%. This increaseon an APSM basis was due to higher credit card processing fees due to higher sales prices, combined with higher maintenanceexpensein the 2014period due to winter related repairs and landscaping.

Depreciationexpense increased$0.8 millionin the 2014 period, an increaseof 4.2% over the prior period. This increasewas caused by morestoresoperatingin the 2014 periodcomparedto the prioryear period.

Selling,generaland administrative(SG&A) expensesincreased$1.4 millionin the current quarter over the prior period.  This increasewas primarilydue to higher employee benefit related costs.  Included in the station and other operating expense and SG&A expense totals above are $4.6 million and $4.7 million of combined operating expense and SG&A costs for the three months ended June 30, 2014 and 2013, respectively for product supply and wholesale operations.

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Six Months Ended June 30, 2014 versus Six Months Ended June 30,  2013

Net incomein the Marketing segment for the first half of 2014decreased$4.5 millionover the sameperiodin 2013. The primary reasonfor thisdecreasewas a significantdecline in retail fuel marginsin the current period. Total chain wide retail fuel sales volumes were 1.90 billion gallons for the six months ended June 30, 2014 compared to 1.86 billion gallons for the six months ended June 30, 2013, an increase of 2.2%.   

Merchandisemarginsin 2014 were higher than the 2013 periodcombined with a decreasein merchandisesalesrevenueper storemonth of 4.3%, which was mostlydrivenby an increasednumberof storesin the currentperiod and overall lower sales dollars for cigarettes. The increase in margins in the current period was due primarily to higher margins on both tobacco and non-tobacco merchandise which were attributable to enhanced promotions and a more advantageous product mix.   

Also impacting net income in the first six months of 2014 was the sale of RINs of $40.9 million compared to $43.0 million in the 2013 period.  During the current period, 89 million RINs were sold at an average selling price of $0.46 per RIN. 

Totalrevenuesfor the Marketingsegmentwere approximately$8.8 billionin the 2014 period comparedto approximately$9.1 billionin the 2013 period, a decreaseof $242 million.Revenues included excisetaxescollectedand remittedto governmentauthoritiesof $928 millionin the six monthsended June 30, 2014 and $935 millionin the comparableperiodof 2013.  

Total fuelsalesvolumesper stationaveraged261,441 gallonsper store month in the 2014 period, down1.3% from264,994 gallonsper store month in the prioryear sameperiod. Fuel margindecreased 25%in the 2014 periodto 10.1cpg,comparedto 13.5cpgin the comparableprioryear period.Margins and volumes were impacted during the year to date period by a relatively flat wholesale price environment compared to a higher level of volatility in the prior year that was favorable to the business.

Merchandisesalesdecreasedto $1.05 billionin the current period, down 1.7%from comparable2013 levels because of a decline in tobacco products revenue of 4.3%, which was partially offset by revenue growth of 9.0% in non-tobacco products. Merchandisemarginsincreased1.0%, from12.9% in the 2013 periodto 13.9% in the currentyear period. This improvementin marginswas caused by improved pricing on cigarettes in the current period compared to the 2013 period when prices were lowered more aggressively as well as continued improvement in non-tobacco merchandise margins due to enhanced promotions. 

Total product supply and wholesale margin dollars excluding RINs were $80.3 million in the 2014 period compared to $34.6 million in the same period of 2013.  The 2014 amount includes a benefit of $17.8 million related to a LIFO decrement in the first quarter due to a liquidation of inventories that is not expected to be restored by year-end.  The current period has also benefitted from increased margins due to supply constraints and higher wholesale margins on certain products such as diesel.

Stationand other operatingexpensesincreased$8.3 millionin the currentperiodcomparedto 2013 levels.  On an average per store month (APSM) basis the expenses increased 0.2%.  This increaseon an APSM basis was due to higher credit card processing fees due to higher sales prices and higher maintenance costs, combined with improvements in environmentalexpensein the 2014period.

Depreciationexpense increased$1.7 millionin the 2014 period, an increaseof 4.8% over the 2013 period. This increasewas caused by morestoresoperatingin the 2014 periodcomparedto the prioryear period.

Selling,generaland administrative(SG&A) expensesdecreased$2.3 millionin the six months ended June 30, 2014 over the 2013 period.  This decreasewas primarilydue to no repeat of certain employee benefit related charges from the former parent that occurred in the first quarter of 2013.  Included in the station and other operating expense and SG&A expense totals above are $9.0 million and $9.5 million of combined operating expense and SG&A costs for the six months ended June 30, 2014 and 2013, respectively for product supply and wholesale operations.

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Corporate and Other Assets

Three Months Ended June 30, 2014 versus Three Months Ended June 30,  2013

After-tax results for Corporate and other assets declined in the recently completed quarter to income of $1.6 million compared to income of $3.8 million in the second quarter of 2013.  This decrease was due primarily to interest expense accrued since the August 2013 issuance of $500 million principal amount of Senior Notes and term debt outstanding under our credit facilities during the quarter.  Offsetting a portion of this interest expense was improvement in ethanol earnings from the Hereford, Texas facility.  In the second quarter of 2014, net income from Hereford was a quarterly record of $8.8 million compared to income of $3.7 million in the second quarter of 2013.  The improvement in the current quarter was due to higher crush spreads and improved yields following planned maintenance in the first quarter of 2014.  

Six Months Ended June 30, 2014 versus Six Months Ended June 30,  2013

After-tax results for Corporate and other assets declined in the six months ended June 30, 2014 to a loss of $3.3 million compared to income of $9.5 million in the comparable period in 2013.  This decrease was due primarily to interest expense accrued since the August 2013 issuance of $500 million principal amount of Senior Notes and term debt outstanding under our credit facilities.  Offsetting a portion of this interest expense was improvement in ethanol earnings from the Hereford, Texas facility.  In the first half of 2014, net income from Hereford was $10.0 million compared to income of $1.0 million in the first half of 2013.  The improvement in the current period was due to higher crush spreads and improved yields.

Balance Sheet Information

As of June 30, 2014, the Hereford ethanol subsidiary had total assets of $30 million, or 1.6% of our total assets, which was comprised primarily of accounts receivable and related inventories to operate the facility.  Also at June 30, 2014, the ethanol subsidiary had total current liabilities of $3 million, or 0.2% of our total liabilities. 

Non-GAAP Measures

The following table sets forth the Company’s Adjusted EBITDA for the three months and six months ending June 30, 2014 and 2013.  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, gain (loss) on sale of assets and other non-operating expense (income)).  EBITDA and Adjusted EBITDA are not measures that are prepared in accordance with U.S. generally accepted accounting principles (GAAP).

We use EBITDA and Adjusted EBITDA in our operational and financial decision-making, believing that such measures are 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.  However, non-GAAP financial measures are not a substitute for GAAP disclosures, 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 to EBITDA and Adjusted EBITDA follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Net income	$	73,232	$	77,627	$	82,865	$	99,674
Income taxes		34,381		44,765		39,981		59,109
Interest expense, net of interest income		10,514		(437)		19,594		(592)
Depreciation and amortization		19,685		18,536		39,346		36,606
EBITDA		137,812		140,491		181,786		194,797
(Income) loss from discontinued operations, net of tax		—		(7,309)		(781)		(8,803)
Impairment of properties		—		—		—		—
Accretion of asset retirement obligations		300		278		597		547
Gain on sale of assets		—		—		(170)		(8)
Other nonoperating income		(894)		(8)		(1,006)		(23)
Adjusted EBITDA	$	137,218	$	133,452	$	180,426	$	186,510

The Company also considers free cash flow in the operation of its business.  Free cash flow is defined as net cash provided by operating activities in a period minus payments for property and equipment made in that period.  Free cash flow is also considered a non-GAAP financial measure.  Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for us in evaluating the Company’s performance.  Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. 

Numerous methods may exist to calculate a company’s free cash flow.  As a result, the method used by our management to calculate our free cash flow may differ from the methods other companies use to calculate their free cash flow.  The following table provides a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow:

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Net cash provided by operating activities	$	25,726	$	85,173	$	138,429	$	177,947
Payments for property and equipment		(29,315)		(27,636)		(53,054)		(95,109)
Free cash flow	$	(3,589)	$	57,537	$	85,375	$	82,838

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Capital Resources andLiquidity

SignificantSources of Capital

In connection with the separation,weobtained borrowing capacityunder a committed $450 millionasset based loan facility (the “ABLfacility”)(subjectto the borrowing base)and a $150 milliontermfacility,as well as a $200 million incrementaluncommittedfacility.Asdescribedbelow, concurrentwith the separation,we borrowed $150 millionunder the term facility,the proceedsof which were used, togetherwith the net proceedsof the issuanceof seniorunsecurednotes, to financea $650 millioncash dividendfrom Murphy Oil USA, Inc. to Murphy Oil.  At June 30, 2014 we had $450 million of borrowing capacity that we could utilize for working capitaland othergeneralcorporatepurposes,includingto supportour operatingmodelas described herein. Our borrowing base following the second quarter is approximately $428 million based on June 30, 2014 balance sheet information.  See “Debt – Credit Facilities” for the calculation of our borrowing base. 

During the second quarter of 2014, we repaid the remaining $55 million on the term loan.  We financed the repayment with cash from operations. 

Because of the opportunities available to us following the separation, including internally generated cash flow and access to capital markets, we believe our short-term and long-term liquidity will be adequate to fund not only our operations, but also our anticipated near-term and long-term funding requirements, including capital spending programs, potential dividend payments, repayment of debt maturities and other amounts that may ultimately be paid in connection with contingencies.

Operating Activities

Net cash providedby operatingactivitieswas $139 millionfor the six monthsended June 30, 2014 and$185 millionfor the comparableperiodin 2013, lower primarily because of drawdowns of accounts receivable and products inventories from higher seasonal levels in the 2014 period and timing of month end compared to our receivables positions.  Net incomedeclined$17 millionin the firstsix monthsof 2014 comparedto the correspondingperiodin 2013 and the amountof cash generatedfromdrawdownof working capitalin the 2014 perioddeclinedby $27 million.

Investing Activities

For the six monthsended June 30, 2014, cash requiredby investingactivitieswas $52 millioncomparedto$96 millionin the six monthsended June 30,  2013. The lowerinvestingcash use of $44millionwas primarilydue to a partialpaymentin January 2013 for land purchasedfor stationsacquiredfromWalmartin the December2012 land acquisition agreement.

Financing activities

Financingactivitiesin the six months ended June 30, 2014 used cash of $121 million comparedto use of $87 millionin the six months ended June 30,  2013. This increaseduse of cash was due to an early principal repayment on the outstanding term loan in 2014 and completion of the $50 million stock repurchase plan in the current year. 

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Debt

In connection with the separation, we incurred an aggregate of $650 million in long term debt, the proceeds of which we used to finance a cash dividend to Murphy Oil that was paid on the separation date.  Our long-term debt at June 30, 2014 and December 31, 2013 are as set forth below:

	June 30,		December 31,
(Thousands of dollars)	2014		2013
6% senior notes due 2023 (net of unamortized discount of $7,988)	$	492,012	$	491,578
Term loan due 2016 (effective rate of 3.71% at December 31, 2013)		—		70,000
Less current maturities		—		(14,000)
Total long-term debt	$	492,012	$	547,578

(1) In May 2014, we voluntarily paid off the remaining $55 million of the term loan.

Senior Notes

On August 14, 2013, Murphy Oil USA, Inc., our primary operating subsidiary, issued 6.00% Senior Notes due 2023 (the “Senior Notes”) in an aggregate principal amount of $500 million. The Senior Notes are fully and unconditionally guaranteed by Murphy USA, and are guaranteed by certain subsidiaries that guarantee our credit facilities. The indenture governing the Senior Notes contains restrictive covenants 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.

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.

We used the net proceeds of the Senior Notes, together with borrowings under the credit facilities, to finance a cash dividend of $650 million from Murphy Oil USA, Inc. to Murphy Oil paid in connection with the separation.

On June 17, 2014, we closed an exchange offer for our Senior Notes to make them eligible for public resale, as required by a registration rights agreement entered into in connection with the issuance of the Senior Notes.  Approximately 99.96% of the outstanding notes were tendered for exchange. 

Credit Facilities

On August 30, 2013, we enteredinto a credit agreementin connection with the separationfrom Murphy Oil.The credit agreement provides fora committed $450 millionasset-based loan (ABL)facility (with availability subject to the borrowing base described below)and a $150 milliontermfacility.Italso providesfor a $200 millionuncommittedincrementalfacility. The ABL facility is scheduled to mature on August 30, 2018, subject to the ability to extend for two additional one-year periods with the consent of the extending lenders. The term facility is scheduled to mature on August 30, 2016 but was repaid in full in May 2014. On August 30, 2013, Murphy Oil USA, Inc. borrowed $150 millionunder the term facility, the proceeds of which were used, togetherwith the net proceedsof the offering of the SeniorNotes, to financea $650 millioncash dividendfromMurphy Oil USA, Inc. to Murphy Oil.  In May 2014, we repaid the remaining $55 million outstanding on the term loan, using cash from operations. 

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The borrowing base is expected, at any time of determination, to be an amount (net of reserves) equal to the sum of:

•      100% of eligible cash at such time, plus

•      90% of eligible credit card receivables at such time, plus

•      90% of eligible investment grade accounts, plus

•      85% of eligible other accounts, plus

•      80% of eligible product supply/wholesale refined products inventory at such time, plus

•      75% of eligible retail refined products inventory at such time, plus

the lesser of (i) 70% of the average cost of eligible retail merchandise inventory at such time and (ii) 85% of the net orderly liquidation value of eligible retail merchandise inventory at such time.

The ABL facility includes a $75 million sublimit on swingline loans and a $200 million sublimit for the issuance of letters of credit. Swingline loans and letters of credit issued under the ABL facility reduce availability under the ABL facility.

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 prime rate, (b) the federal funds effective rate 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 ABL facility, spreads ranging from 1.50% to 2.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 2.75% to 3.00% per annum depending on a secured debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, (i) with respect to the ABL facility, spreads ranging from 0.50% to 1.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 1.75% to 2.00% per annum depending on a secured debt to EBITDA ratio.

The interest rate period with respect to the Adjusted LIBO Rate interest rate option can be set at one, two, three, or six months as selected by us in accordance with the terms of the credit agreement.

We were obligated to make quarterly principal payments on the outstanding principal amount of the term facility beginning on the first anniversary of the effective date of the credit agreement in amounts equal to 10% of the term loans made on such effective date, with the remaining balance payable on the scheduled maturity date of the term facility. Borrowings under the credit facilities are prepayable at our option without premium or penalty. We were also required to prepay the term facility with the net cash proceeds of certain asset sales or casualty events, subject to certain exceptions. The credit agreement also includes certain customary mandatory prepayment provisions with respect to the ABL facility. 

The credit agreement contains certain covenants that limit, among other things, the ability of us and our 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. In addition, the credit agreement requires us to maintain a fixed charge coverage ratio of a minimum of 1.0 to 1.0 when availability for at least three consecutive business days is less than the greater of (a) 17.5% of the lesser of the aggregate ABL facility commitments and the borrowing base and (b) $70,000,000 (including as of the most recent fiscal quarter end on the first date when availability is less than such amount).  As of June 30, 2014, our fixed charge coverage ratio was 1.03.  Prior to the

46

repayment of the term loan, we were also subject to a maximum secured debt to EBITDA ratio of 4.5 to 1.0 at any time when term facility commitments or term loans thereunder were outstanding. 

After giving effect to the applicable restrictions on certain payments which could include dividends under the credit agreement and the indenture, and subject to compliance with applicable law, as of December 31, 2013, the Company had approximately $26.7 million of its net income and retained earnings free of such restrictions.

All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party thereto.

Following the repayment of the remaining $55 million on our term loan, our contractual debt obligations for the periods “less than one year” and “1-3 years” are each reduced to zero.

Capital Spending

Capitalspending and investmentsin our Marketingsegmentrelateprimarilyto the acquisitionof land and the constructionof newCompany stations.Our Marketingcapitalis also deployed to improveour existingsites, which wereferto as sustainingcapital.Beginning in 2013, webegan investingin our Corporate segmentwhich is primarilyspin-relatedinfrastructurecoststhatbenefitthe entire company.  We also use sustainingcapitalin thisbusinessas needed to ensurereliabilityand continuedperformanceof our assets.  The followingtableoutlinesour capitalspending and investmentsby segmentfor the three month periodsended June 30, 2014 and 2013:

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Marketing:
Company stores	$	25,464	$	18,348	$	44,871	$	77,018
Terminals		351		696		430		1,235
Sustaining capital		2,467		6,002		5,884		10,066
Corporate and other assets		1,033		2,590		1,869		6,790
Discontinued operations		—		161		—		201
Total	$	29,315	$	27,797	$	53,054	$	95,310

We currentlyexpectcapitalexpendituresfor the fullyear 2014 to be approximately$150 million to $175 million,including $134 millionto $159 million for the retailmarketingbusiness,  $7 millionfor the remaining ethanolfacility, $4 million for product supply and wholesale operations and $5 million for Corporate and other assets needs.  See Note 17 “Commitments”in the auditedconsolidatedfinancialstatements for the year ended December 31, 2013 included in the Form 10-K.Withinour retailmarketingspending, weanticipate approximately$20 millionto $25 million will be sustainingcapitalwith the remainderinvestedin constructionof new Company stations.  We expect to finance these capital expenditures from cash from operations. 

Critical Accounting Policies

There has been no material update to our critical accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2013.  For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies” in the Form 10-K.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Qcontains  “forward-lookingstatements”within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements expressmanagement’scurrent views concerningfutureeventsor results,includingwithout limitationour anticipatedgrowth strategy,particularlywith respectto our Walmart relationshipand plans to build additionalsites,and our ability to generate revenues, including the sale of RINs, which are subjectto inherentrisksand uncertainties.Factors thatcould cause one or moreof theseforecastedeventsnot to occur include,but are not limitedto, a deteriorationin the businessor prospectsof the U.S. retail marketingbusiness,adverse developmentsin the U.S. retail marketingbusiness’s marketsor adversedevelopmentsin the U.S.or globalcapital markets,creditmarketsor economiesgenerally, the volatilityand levelof crude oil, corn and othercommodityprices,the volatilityand levelof gasolineprices, customerdemand for our products,disruptions in our relationship with Walmart, politicaland regulatorydevelopments that may be adverse to us,and uncontrollablenaturalhazards or any of the other factors set forth under the caption “Risk Factors” in this Quarterly Report and in our Form 10-K. As a result you should not place undue reliance on forward-looking statements.  If any of the forecasted events does not occur for any reason, our business, results of operation, cash flows and/or financial condition may be materially adversely affected.

ITEM 3.  QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK

InterestRate Risk

Priorto our separationfrom Murphy Oil,weparticipatedin Murphy Oil’scentralizedcash management programto supportand financeour operationsas needed. We providedcash to Murphy Oil priorto the separation,based on our operatingcash flows generatedand Murphy Oil funded our operationsand investing activitiesas needed.

We enteredinto newfinancingarrangementswith the separationfrom Murphy Oil.These financingarrangementsincludeda committed $450 millionABLfacilityand a $150 milliontermfacility.The creditfacilitiesalso providefor a $200 millionuncommittedincrementalfacility.The credit facilities becameeffectivesubstantiallyconcurrentlywith the separation. Our primary operating subsidiary, Murphy Oil USA, Inc., incurred $150 millionof indebtednessunder the term facility,togetherwith the net proceedsof the offering of the SeniorNotes, to finance a $650 millioncash dividendfromMurphy Oil USA, Inc. to Murphy Oil paid on the separationdate. We expectto use the additionalborrowing capacityunder the ABL facilityfromtimeto timefor working capitaland othergeneralcorporatepurposes,includingto support our operatingmodelas describedherein.

Interestpayableon the creditfacilitiesis based on either:

· the Adjusted LIBORate; or

· the AlternateBase Rate, which is definedas the highestof (a)the primerate,(b) the federalfunds effectiveratefromtimeto timeplus 0.50% per annum and (c)the one-monthAdjusted LIBORate plus 1.00% per annum,

plus, (A) in the case of Adjusted LIBORate borrowings,(i)with respectto the ABLfacility,spreadsranging from1.50% to 2.00% per annum depending on the averageavailabilityunder the ABLfacilityor (ii)with respect to the termfacility,spreadsrangingfrom2.75% to 3.00% per annum depending on a secureddebt to EBITDA ratioand (B) in the case of AlternateBase Rate borrowings,(i)with respectto the ABLfacility,spreadsranging from0.50% to 1.00% per annum depending on the averageavailability

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under the ABLfacilityor (ii)with respect to the termfacility,spreadsrangingfrom1.75% to 2.00% per annum depending on a secureddebt to EBITDA ratio.

The interestrateperiodwith respectto the Adjusted LIBORate interestrateoption can be set at one-, two-, three-,or six-monthsas selectedby the Borrower in accordancewith the termsof the creditagreement.

In May 2014, we repaid the remaining $55 million outstanding on the term loan, using cash from operations.  Following this repayment we no longer have this exposure to interest rate risk. 

Whilewecannot predictour abilityto refinanceexistingdebt or the impactinterestratemovementswill have on our existingdebt, managementevaluatesour financialpositionon an ongoing basis.

CommodityPrice Risk

We are exposed to marketrisksrelatedto the volatilityin the priceof crude oil, refinedproducts(primarily gasolineand diesel)and grain(primarilycorn)used in our operations.These fluctuationscan affectour revenues and purchases,as well as the cost of operating,investingand financingactivities.We make limiteduse of derivativeinstrumentsto managecertainrisksrelatedto commodityprices.The use of derivativeinstrumentsfor riskmanagementis coveredby operatingpoliciesand is closelymonitoredby the Company’s senior management.

Asdescribedin Note 10 “FinancialInstruments and Risk Management”in the accompanyingunaudited consolidated and combinedfinancialstatements,therewere short-termcommodityderivativecontractsin placeat June 30, 2014 to hedge the purchasepriceof corn and the salespricesof wet and drieddistillersgrainat the Company’s remaining ethanol productionfacility in Hereford,Texas. A10% increasein the respective benchmarkpriceof the commoditiesunderlyingthesederivativecontractswould have increasedthe recordednet assetassociatedwith thesederivativecontractsby approximately$0.3 million, while a 10% decreasewould have increasedthe recordednet assetby a similar amount. Changes in the fairvalue of thesederivativecontracts generallyoffsetthe changes in the value for an equivalentvolumeof thesefeedstocks.

For additionalinformationabout our use of derivativeinstruments,see Note 13“FinancialInstrumentsand Risk Management”in our auditedcombinedfinancialstatementsfor the three yearperiodended December31,2013included in the Form 10-Kand Note 10“FinancialInstrumentsand Risk Management”in the accompanyingunaudited consolidated and combinedfinancialstatementsfor the threemonthsand six months ended June 30, 2014.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management has evaluated, with the participation of our principal executive and financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of June 30, 2014.

Internal Control over Financial Reporting

The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules that generally require every company that files reports with the SEC to evaluate its effectiveness of internal controls over financial reporting.  Our management is not required to evaluate the effectiveness of our internal controls over financial reporting until the filing of our 2014 Annual Report on Form 10-K based on a transition period established by the SEC rules applicable to new public companies.  As a result, this Quarterly Report on Form 10-Q does not address whether there have been any changes in internal control over financial reporting.  We intend to include an evaluation of our internal controls over financial reporting in our 2014 Annual Report on Form 10-K.

49

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of June 30, 2014, the Company was engaged in a number of legal proceedings, all of which the Company considers routine and incidental to its business.  See Note 14—Contingencies in the accompanying consolidated and combined financial statements.  Based on information currently available to the Company, the ultimate resolution of environmental and legal matters referred to in this Item is not expected to have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

ITEM 1A. RISK FACTORS

Our business, results of operations, cash flows and financial condition involve various risks and uncertainties.  These risk factors are discussed under the caption “Risk Factors” in our Annual Report on Form 10-K.  We have not identified any additional risk factors not previously disclosed in the Form 10-K.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Below is detail of the Company’s purchases of its own equity securities during the period:

	Issuer Purchases of Equity Securities
					Total Number		Approximate
					of Shares		Dollar Value of
					Purchased as		Shares That May
	Total Number		Average		Part of Publicly		Yet Be Purchased
	of Shares		Price Paid		Accounced Plans		Under the Plans
Period Duration	Purchased		Per Share		or Programs		or Programs 1
April 1, 2014 to April 30, 2014		—	$	—		—	$	—
May 1, 2014 to May 31, 2014		1,040,636		48.07		1,040,636		50,000,000
June 1, 2014 to June 30, 2014		—		—		—		—
Three Months Ended June 30, 2014		1,040,636	$	48.07		1,040,636	$	—

1   On May 7, 2014, the Company announced that its Board of Directors had authorized a buyback of up to $50 million of the Company’s Common stock.  The plan was completed in May 2014 via open market purchases of the Company’s Common stock by one broker. 

ITEM 6. EXHIBITS

The Exhibit Index on page 52 of this Form 10-Q report lists the exhibits that are filed herewith or incorporated herein by reference.

50

SIGNATURE

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

MURPHY USA INC.

            (Registrant)

By _/s/ Donald R. Smith Jr.

Donald R. Smith Jr., Vice President

 and Controller (Chief Accounting Officer

  and Duly Authorized Officer)

August 7, 2014

51

EXHIBIT INDEX
Exhibit Number	Description
10.1*	Separation Agreement for former Executive Vice President John Rudolfs
12*	Computation of Ratio of Earnings to Fixed Charges
31.1*	Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
31.2*	Certification required by Rule 13a-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Financial Officer
101. INS*	XBRL Instance Document
101. SCH*	XBRL Taxonomy Extension Schema Document
101. CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101. LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101. PRE*	XBRL Taxonomy Extension Presentation Linkbase

*  Filed herewith.

52

EX-10.1

EXHIBIT 10.1

AGREEMENT AND WAIVER OF RIGHTS

1. This document constitutes an offer to you by Murphy USA Inc. Throughout this Agreement and Waiver of Rights, the term "the Company" refers to Murphy USA Inc., and the term "Agreement and Waiver" refers to this entire document, Agreement and Waiver of Rights (Paragraphs 1-18). It is important that you read and understand the terms of this Agreement and Waiver of Rights in full and that if you decide to accept and sign it, you do so knowingly and voluntarily. To enable you to do that, you are advised to consult with an attorney about this Agreement and Waiver of Rights and your rights before signing it. It is important for you to understand that, by accepting and signing this Agreement and Waiver of Rights, you will not waive or give up any rights or claims you may have against the Company that may arise after the date that you sign it, including claims under the Age Discrimination in Employment Act.

2. The Company's offer as described in this document will be open and effective for twenty-one (21) days or until June11, 2014. You may elect to accept or reject this offer within that time period and may use as much or as little of this period as you wish. If you do nothing within the twenty-one (21) day period, the offer will be considered automatically withdrawn by the Company.

3. If you decide to accept the Agreement and Waiver of Rights, you will have seven (7) calendar days following your signing of the Agreement and Waiver of Rights torevoke your acceptance of this the Agreement and Waiver of Rights. In other words, the Agreement and Waiver of Rights will not be in effect until seven (7) days have passed following your signature.

CONSIDERATION

4.Your resignation from employment with the Company is effective May 21, 2014.In addition to receiving your wages for all work performed by you for the Company, you will be paid a severance package,less applicable withholdings,consisting of the following, subject to your compliance with Paragraphs 8‑10 hereof:

· $417,500.00 (equivalent to 52 weeks of your base rate of pay, exclusive of bonuses, commissions and other remuneration) ("Severance Pay")). The Severance Pay will be paid to you in four  (4)  equal quarterly installments on the last pay day of the third, sixth, ninth and twelfthmonth after the Company's receipt of an original of this Agreement and Waiver of Rights signed by you, provided you have not revoked your acceptance of this Agreement and Waiver of Rights; and

· $120,000 in cash, payable on the first business day beginning after the seventh day after you have executed, and not revoked, this Agreement and Waiver of Rights

· Pay out of a pro rated portion (based on a severance date of May 21, 2014) under the 2014 Annual Incentive Plan (“AIP”), based on actual performance, payable at the time amounts are otherwise paid out under the AIP, provided you have executed, and not revoked, this Agreement and Waiver of Rights.

5. You understand and agree that you would not receive the monies and/or benefits specified in Paragraph 4above, but for your execution of this Agreement and Waiver of Rights and the fulfillment of the promises contained herein that pertain to you.

6. You affirm that you have not filed, caused to be filed, or presently are a party to

any claim against the Company. You also affirm that you have been paid and/or have received all compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled, and, if applicable, have reported all hours worked. You affirm that you have been granted any leave to which you may have been entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. You further affirm that you have no known workplace injuries or occupational diseases. You further affirm that you have not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party's right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. You affirm that all of the Company's decisions regarding your pay and benefits through the date of your separation of employment were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.

7. You agree to return all Company property, including confidential or proprietary information, that you may have in your possession or control.

8. During the course of your employment with the Company, you acquired knowledge, including trade secrets,concerning the Company's operations, customers and accounts. This is confidential information that would not otherwise be available to you and which is not available to the public. As part of your obligations under this Agreement and Waiver of

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Rights, you agree that for a period of five  (5) years following your termination you will not disclose to any party such confidential information.

9. As part of this Agreement and Waiver of Rights, you and the Company each agree not to make any disparaging statements about the other to any third party. 

10. You further agree that you will cooperate fully with the Company and its counsel in connection with any litigation or claims by or against the Company.

11.  As part of this Agreement and Waiver of Rights, you also agree that the Company has a substantial, legitimate and continuing interest in the protection of its business relationships with others, including, without limitation, current and prospective employees, consultants, advisors, clients, customers, vendors, suppliers, partners or joint venturers and financing sources, and in the protection of such interest has invested substantial sums, time and effort and will continue to invest substantial sums, time and effort to develop, maintain and protect such interest.  You further acknowledge that the Company would not have entered into this Agreement with Employee but for the agreements, restrictions and covenants made by you contained herein. Accordingly, you covenant and agree as follows:

Non-Recruiting/Non-Hiring Covenant.You agree that the Company has invested substantial time and effort in assembling its present personnel. You agree that you shall not, for a period of one year from the separation date(hereinafter the "Noninterference Term")directly or indirectly: (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any director, officer, manager, employee, or independent contractor of the Company or any director, officer, manager, employee, or independent contractor or any subsidiary or affiliate of the

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Company to leave their employment with the Company; or (ii) hire any such individual who has left the employment of the Company or any subsidiary or affiliate of the Company if such hiring is proposed to occur within the Noninterference Term.

12. Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to principles of conflicts of laws.  Employee and the Company hereby consent to the exclusive jurisdiction of the state and federal courts located in Union County, Arkansas for the resolution of any dispute regarding or arising out of this Agreement.

13.Should the Employee breach or threaten to breach his obligations under this Agreement, the Company shall have the right to seek in addition to any other damages it has sustained, a recovery of its reasonable attorney’s fees and costs incurred in seeking to enforce its rights under this Agreement.

14.Should any provision of this Agreement and Waiver of Rights be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and Waiver of Rights in full force and effect.

15.It is understood and agreed by both the Employee and the Company that nothing in this Agreement and Waiver is an admission of wrongdoing or liability for any claim. It is further understood and agreed that this Agreement and Waiver supersedes all prior agreements with the Company regarding matters addressed herein, excluding any and all of promises regarding arbitration, non-competition, non-solicitation, non-disclosure of confidential information or

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return of Company property which remain binding on you.

16.By signing this document on behalf of the Company, I am indicating the Company's intent to make this offer to you. If you decide to accept all of the terms listed in this Agreement and Waiver please do the following things: (1) date and sign below; (2) initial each page of the Agreement and Waiver in the appropriate places; and (3) return this document to John Moore at 200 Peach Street, El Dorado, Arkansas 71730, within twenty-one (21) days or until the date listed in Paragraph 2. If you decide not to accept, please immediately return this document to John Moore at 200 Peach Street, El Dorado, Arkansas 71730.

17.You knowingly and voluntarily release and forever discharge the Company
its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as "Releasees"), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

· Title VII of the Civil Rights Act of 1964;

· Sections 1981 through 1988 of Title 42 of the United States Code;

· The Employee Retirement Income Security Act of 1974 ("ERISA") (except for   6   /s/JR /s/RAC Initials

any vested benefits under any tax qualified benefit plan);

· The Immigration Reform and Control Act;

· The Americans with Disabilities Act of 1990;

· The Age Discrimination in Employment Act of 1967 ("ADEA");

· The Worker Adjustment and Retraining Notification Act;

· The Fair Credit Reporting Act;

· The Family and Medical Leave Act;

· The Equal Pay Act;

· The Arkansas Civil Rights Act— Ark. Code Ann. §16-123-101 et seq.;

· The Arkansas Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim- Ark. Code Ann. §11-9-107 (a) et seq.;

· The Arkansas Equal Pay Law- Ark. Code Ann. §11-4-601 et seq.;

· The Arkansas Genetic Information in the Workplace Act— Ark. Code Ann. §11‑5‑401 et seq.;

· The Arkansas Voting Leave Law- Ark. Code Ann. 7-1-102;

· The Arkansas Jury Duty Law- Ark. Code Ann. 16-31-106;

· The Arkansas Law On Leave For Public Service- Ark Code Ann. 21-4-101;

· The Arkansas Military Service Protection Act- Ark. Code Ann. 1262-801;

· The Arkansas Bone Marrow/Organ Donation Leave Law- Ark Code Ann. 11‑3‑205;

· The Arkansas Crime Victim Leave Law- Ark Code Ann. 16-901105;

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· Arkansas Wage Payment and Work Hour Laws- Ark Code Ann. 11‑4-210 et seq.;

· Maryland Human Relations Commission Act (MHRCA) – Maryland State Government Code, §§ 20-101 et seq., any regulations thereunder, and any human rights law of any Maryland county or municipality;

· Maryland Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Md. Labor & Employment Code § 9-1105;

· Maryland Equal Pay Law – Md. Labor & Employment Code § 3-301 et seq.;

· Maryland Adoption Leave Law – Md. Labor & Employment Code §§ 3-801 and 3-802;

· Maryland Medical Information Bias Law – Md. Labor & Employment Code § 5-604;

· Maryland Military Leave Law – Md. Public Safety Code § 13-705;

· Maryland Lie Detector Law, Md. Labor & Employment Code § 3-702;

· Maryland Wage and Hour Laws – Md. Labor & Employment Code §§ 3-401 et seq. and 3-501 et seq.;

· Maryland Occupational Safety & Health Act, as amended – Md. Labor & Employment Code § 5-101 et seq.; 

· Maryland Flexible Leave Act, Md. Labor & Employment Code § 3-801 et seq.;

· Maryland Pay Disparity Act, Md. Labor & Employment Code § 3-305;

· Maryland Workplace Fraud Act, Md. Labor & Employment Code § 3-901 etseq.;

· Maryland Job Applicant Fairness Act (Md. Labor & Employment Code §3‑711);

· Maryland Law Protecting Employees’ and Applicants’ Social Media Passwords  (Md. Labor & Employment Code § 3-712);

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· Maryland Leave Law for Family Members of Armed Services Members;

· Maryland’s Reasonable Accommodations for Disabilities Due to Pregnancy Law;

· any other federal, state or local law, rule, regulation, or ordinance;

· any public policy, contract, tort, or common law; or

· any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.

If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Agreement is a party.

EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND WAIVER. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE'S SIGNING OF THIS AGREEMENT AND WAIVER. IF THE 21st DAY FALLS ON A SATURDAY, SUNDAY OR A LEGAL HOLIDAY, THE CONSIDERATION PERIOD SHALL CONTINUE TO THE NEXT BUSINESS DAY.

EMPLOYEE MAY REVOKE THIS AGREEMENT AND WAIVER FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT AND WAIVER. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STACY YOUNG AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE." THE REVOCATION MUST BE PERSONALLY DELIVERED TOJOHN MOORE OR HIS DESIGNEE, OR MAILED TO JOHN

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MOORE AT 200 PEACH STREET, EL DORADO, ARKANSAS 71730AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT AND GENERAL RELEASE. IF THE 7TH DAY OF THE REVOCATION PERIOD FALLS ON A SATURDAY, SUNDAY OR A LEGAL HOLIDAY, THE REVOCATION PERIOD SHALL CONTINUE TO THE NEXT BUSINESS DAY.

EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.

18.    The Company hereby releases and discharges you of and from any and all claims, known and unknown, asserted or unasserted, which the Company may have against you as of the date of this agreement.

EMPLOYEE	Murphy USA Inc.
By:     /s /John C. Rudolfs	By:    /s/ R. Andrew Clyde
John C. Rudolfs	R. Andrew Clyde               President and CEO
Date: ___May 27, 2014_______________	Date: _ May 27, 2014________

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EX-12

Exhibit 12

Murphy USA Inc. and Consolidated Subsidiaries

Computation of Ratio of Earnings to Fixed Charges (unaudited)

(Thousands of dollars)

	Six Months
	Ended	Years Ended December 31,
	June 30, 2014	2013	2012	2011	2010	2009
Income from continuing operations before income taxes	122,065	257,677	150,119	310,813	200,652	61,255
Distributions greater than equity in earnings of affiliates	-	-	-	-	-	-
Previously capitalized interest charged to earnings during the period	-	-	-	-	-	-
Interest and expense on indebtedness, excluding capitalized interest	19,622	14,608	505	548	3,835	2,119
Interest portion of rentals *	1,858	3,230	3,158	3,438	2,739	2,030
Earnings before provision for taxes and fixed charges	143,545	275,515	153,782	314,799	207,226	65,404
Interest and expense on indebtedness, excluding capitalized interest	19,622	14,608	505	548	3,835	2,119
Capitalized interest	-	-	-	-	-	-
Interest portion of rentals *	1,858	3,230	3,158	3,438	2,739	2,030
Total fixed charges	21,480	17,838	3,663	3,986	6,574	4,149
Ratio of earnings to fixed charges	6.7	15.4	42.0	79.0	31.5	15.8
*    Calculated as one-third of rentals.  Considered a reasonable approximation of interest factor.

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Andrew Clyde, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Murphy USA Inc;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))[text omitted pursuant to Rule 13a-14(a) under the Exchange Act]for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   [paragraph omitted pursuant to Rule 13a-14(a) under the Exchange Act]

c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:  August 7, 2014

/s/  R. Andrew Clyde

R. Andrew Clyde

Principal Executive Officer

Ex. 31.1

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mindy K. West, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Murphy USA Inc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [text omitted pursuant to Rule 13a-14(a) under the Exchange Act]for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)[paragraph omitted pursuant to Rule 13a-14(a) under the Exchange Act]

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:  August 7, 2014

/s/  Mindy K. West

Mindy K. West

Principal Financial Officer

Ex. 31.2

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Murphy USA Inc. (the “Company”) on Form 10-Q for the period endedJune 30, 2014as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,  R. Andrew Clyde,  Principal Executive Officerof the Company, certify, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 7, 2014

/s/ R. Andrew Clyde

R. Andrew Clyde

Principal Executive Officer

Ex. 32.1

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Murphy USA Inc. (the “Company”) on Form 10-Q for the period endedJune 30, 2014as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,  Mindy K. West,  PrincipalFinancial Officerof the Company, certify, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 7, 2014

_/s/ Mindy K. West______

Mindy K.West

Principal Financial Officer

Ex. 32.2

XML

Discontinued Operations (Narrative) (Details) (USD $)	1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 31, 2014	Dec. 31, 2013	Jun. 30, 2014	Dec. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales proceeds			$ 1,097,000
Hankinson Renewable Energy, LLC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales proceeds		170,000,000
Working capital adjustments	1,100,000	3,118,000
After-tax gain (loss) from disposal of refineries			$ 781,000	$ 52,542,000

XML

Earnings Per Share (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	1 Months Ended
	Aug. 30, 2013	May 31, 2014	Jun. 30, 2014
Earnings Per Share [Abstract]
Issuance of stock at the separation and distribution, shares	46,743,316
Stock repurchase program, approved amount		$ 50
Stock repurchase program, shares acquired		1,040,636	1,040,636
Stock repurchase program, average price per share		$ 48.07

XML

Incentive Plans (Narrative) (Details) (USD $)	6 Months Ended			0 Months Ended	6 Months Ended	0 Months Ended	6 Months Ended	0 Months Ended			6 Months Ended	0 Months Ended	6 Months Ended	0 Months Ended	6 Months Ended			3 Months Ended
	Jun. 30, 2014 item	Jun. 30, 2013	Jun. 30, 2014 Total Shareholder Return Performance Units [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member]	Jun. 30, 2014 2013 Long-Term Incentive Plan [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member] Nonqualified Stock Options [Member]	Jun. 30, 2014 2013 Long-Term Incentive Plan [Member] Nonqualified Stock Options [Member]	Mar. 03, 2014 2013 Long-Term Incentive Plan [Member] Restricted Stock Units [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member] Restricted Stock Units [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member] Performance Units [Member]	Jun. 30, 2014 2013 Long-Term Incentive Plan [Member] Performance Units [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member] Return On Average Capital Employed Performance Units [Member]	Jun. 30, 2014 2013 Long-Term Incentive Plan [Member] Return On Average Capital Employed Performance Units [Member]	Feb. 11, 2014 2013 Long-Term Incentive Plan [Member] Total Shareholder Return Performance Units [Member]	Jun. 30, 2014 2013 Long-Term Incentive Plan [Member] Total Shareholder Return Performance Units [Member] entity	Jun. 30, 2014 2013 Stock Plan For Non-Employee Directors [Member]	Aug. 08, 2013 2013 Stock Plan For Non-Employee Directors [Member]	Mar. 31, 2014 2013 Stock Plan For Non-Employee Directors [Member] Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share based compensation plans	2
Maximum number of shares authorized for incentive plan					5,500,000												500,000
Maximum number of shares per employee					1,000,000
Maximum amount payable											$ 5,000,000
Shares granted						127,400
Shares granted, exercise price						$ 39.46
Shares granted, fair value determination method			Monte Carlo				Black-Scholes
Shares granted, fair value				$ 11.44
Restricted stock units issued								53,475	39,250	78,500								22,437
Restricted stock units issued, weighted average grant date fair value								$ 40.00	$ 39.46			$ 39.46		$ 43.41				$ 39.07
Award vesting period													3 years		3 years	3 years
Number of companies in total shareholder return peer comparison group															17
Share-based compensation	4,849,000	4,300,000
Unrecognized compensation cost related to stock option awards	3,200,000
Unrecognized compensation cost related to stock option awards, weighted average period for recognition	1 year 9 months 18 days
Unrecognized compensation cost related to restricted stock awards	$ 16,300,000
Unrecognized compensation cost related to restricted stock awards, weighted average period of recognition	2 years 6 months

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Earnings Per Share (Reconciliation of Basic And Diluted Earnings Per Share Computations) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Net income attributable to common stockholders	$ 73,232	$ 77,627	$ 82,865	$ 99,674
Weighted average common shares outstanding (in thousands)	46,233	46,743	46,490	46,743
Total earnings per share	$ 1.58	$ 1.66	$ 1.78	$ 2.13
Common share equivalents: Dilutive options	294		218
Weighted average common shares outstanding - assuming dilution (in thousands)	46,527	46,743	46,708	46,743
Earnings per share - assuming dilution	$ 1.57	$ 1.66	$ 1.77	$ 2.13
Parent Company [Member]
Net income attributable to common stockholders	$ 73,232		$ 190,441

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Taxes [Abstract]
Benefit from adjustment to lower state tax rate	$ 6.8
U.S. Federal statutory rate	35.00%	35.00%	35.00%	35.00%
Earliest year remaining open for audit and/or settlement in major taxing jurisdictions			2010

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Other Financial Information (Tables)

6 Months Ended

Jun. 30, 2014

Other Financial Information [Abstract]

Schedule Of Ethanol Sales And Other Revenue

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Sales of ethanol and related plant products	$	64,088	$	83,836	$	112,876	$	149,682
Renewable Identification Numbers (RINs) sales		23,261		29,685		40,854		42,985
Other		646		692		1,530		1,456
Total ethanol sales and other revenue	$	87,995	$	114,213	$	155,260	$	194,123

Summary Of Changes In Operating Working Capital

	Six Months Ended June 30,
(Thousands of dollars)	2014		2013
Accounts receivable	$	(63,984)	$	139,767
Inventories		13,019		21,459
Prepaid expenses		(1,063)		(2,158)
Accounts payable and accrued liabilities		91,480		(117,590)
Income taxes payable		(22,103)		4,936
Current deferred income tax liabilities		1,517		(892)
Net decrease in noncash operating working capital	$	18,866	$	45,522

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Other Financial Information (Schedule Of Ethanol Sales And Other Revenue) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Other Financial Information [Abstract]
Sales of ethanol and related plant products	$ 64,088	$ 83,836	$ 112,876	$ 149,682
Renewable Identification Numbers (RINs) sales	23,261	29,685	40,854	42,985
Other	646	692	1,530	1,456
Total ethanol sales and other revenue	$ 87,995	$ 114,213	$ 155,260	$ 194,123

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2014

Discontinued Operations [Abstract]

Summary Of Results Of Operations Of Discontinued Operations

	Three Months Ended		Six Months Ended
(Thousands of dollars)	June 30, 2013		June 30, 2013
Revenues	$	100,490	$	198,312
Income (loss) from operations before income taxes		11,243		13,543
Gain on sale before income taxes		—		—
Total income (loss) from discontinued operations before taxes		11,243		13,543
Provision for income taxes		3,934		4,740
Income (loss) from discontinued operations	$	7,309	$	8,803

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Financial Instruments And Risk Management (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014 bu	Jun. 30, 2013 bu	Dec. 31, 2013
Derivative [Line Items]
Purchase commitment contracts of bushels of corn	4,900,000	17,200,000
Sale commitment contracts of bushels of wet and dried grain with solubles	800,000	1,400,000
Increase (decrease) in income before taxes due to the impact of marking to market of derivative contracts	$ 0.9	$ 1.2
Cash deposits related to commodity derivative contracts	$ 2.8		$ 2.9
Price Risk Derivative [Member]
Derivative [Line Items]
Outstanding derivative contracts to sell bushels of corn	2,300,000	13,400,000
Repurchase Agreement [Member]
Derivative [Line Items]
Outstanding derivative contracts to sell bushels of corn	1,700,000	2,300,000

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Inventories (Summary Of Inventory) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Inventories [Abstract]
Refined products and blendstocks - FIFO basis	$ 373,705	$ 372,531
Less LIFO reserve - refined products and blendstocks	(318,135)	(307,706)
Refined products and blendstocks - LIFO basis	55,570	64,825
Store merchandise for resale	93,649	97,058
Corn based products	11,782	12,447
Materials and supplies	5,034	4,725
Total inventory	$ 166,035	$ 179,055

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Description Of Business And Basis Of Presentation (Details) (USD $)	0 Months Ended	1 Months Ended				6 Months Ended
	Aug. 30, 2013	Mar. 31, 2013	Jun. 30, 2014 store state	Dec. 31, 2013	Aug. 31, 2013	Jun. 30, 2014 Texas [Member] gal
Description Of Business And Basis Of Presentation [Line Items]
Ownership percentage by parent	100.00%				0.00%
Percentage of shares of stock distributed	100.00%
Stock conversion ratio	0.25
Number of states in which entity operates			23
Number of stations			1,223
Per annum production capacity of facility						105,000,000
Common stock shares issued		100	46,765,221	46,743,633
Common stock par value		$ 0.01	$ 0.01	$ 0.01
Proceeds from issuance of common stock		$ 1.00

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Financial Instruments And Risk Management (Summary Of Offsetting Assets) (Details) (Commodity Contract [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Commodity Contract [Member]
Offsetting Assets [Line Items]
Gross Amounts of Recognized Assets	$ 2,463	$ 233
Gross Amounts Offset in the Consolidated Balance Sheet	(889)	(9)
Net Amounts of Assets Presented in the Consolidated Balance Sheet	$ 1,574	$ 224

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Guarantor Subsidiaries (Consolidating Statement Of Changes In Equity) (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended					3 Months Ended	6 Months Ended							6 Months Ended	3 Months Ended	6 Months Ended					6 Months Ended	3 Months Ended		6 Months Ended				6 Months Ended									6 Months Ended		3 Months Ended		6 Months Ended				6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jun. 30, 2014 Common Stock [Member]	Jun. 30, 2014 Treasury Stock [Member]	Jun. 30, 2014 APIC [Member]	Jun. 30, 2013 Net Parent Investment [Member]	Jun. 30, 2014 Retained Earnings [Member]	Jun. 30, 2014 Eliminations [Member]	Jun. 30, 2014 Eliminations [Member]	Jun. 30, 2014 Eliminations [Member] Common Stock [Member]	Dec. 31, 2013 Eliminations [Member] Common Stock [Member]	Jun. 30, 2014 Eliminations [Member] APIC [Member]	Dec. 31, 2013 Eliminations [Member] APIC [Member]	Jun. 30, 2013 Eliminations [Member] Net Parent Investment [Member]	Dec. 31, 2012 Eliminations [Member] Net Parent Investment [Member]	Jun. 30, 2014 Eliminations [Member] Retained Earnings [Member]	Jun. 30, 2014 Parent Company [Member]	Jun. 30, 2014 Parent Company [Member]	Jun. 30, 2014 Parent Company [Member] Common Stock [Member]	Jun. 30, 2014 Parent Company [Member] Treasury Stock [Member]	Jun. 30, 2014 Parent Company [Member] APIC [Member]	Dec. 31, 2013 Parent Company [Member] APIC [Member]	Jun. 30, 2014 Parent Company [Member] Retained Earnings [Member]	Jun. 30, 2014 Issuer [Member]	Jun. 30, 2013 Issuer [Member]	Jun. 30, 2014 Issuer [Member]	Jun. 30, 2013 Issuer [Member]	Jun. 30, 2014 Issuer [Member] Common Stock [Member]	Dec. 31, 2013 Issuer [Member] Common Stock [Member]	Jun. 30, 2014 Issuer [Member] APIC [Member]	Jun. 30, 2013 Issuer [Member] Net Parent Investment [Member]	Jun. 30, 2014 Issuer [Member] Retained Earnings [Member]	Jun. 30, 2014 Guarantor Subsidiaries [Member]	Jun. 30, 2013 Guarantor Subsidiaries [Member]	Jun. 30, 2014 Guarantor Subsidiaries [Member] Common Stock [Member]	Dec. 31, 2013 Guarantor Subsidiaries [Member] Common Stock [Member]	Jun. 30, 2014 Guarantor Subsidiaries [Member] APIC [Member]	Dec. 31, 2013 Guarantor Subsidiaries [Member] APIC [Member]	Jun. 30, 2013 Guarantor Subsidiaries [Member] Net Parent Investment [Member]	Jun. 30, 2014 Guarantor Subsidiaries [Member] Retained Earnings [Member]	Jun. 30, 2014 Non-Guarantor Subsidiaries [Member]	Jun. 30, 2013 Non-Guarantor Subsidiaries [Member]	Jun. 30, 2014 Non-Guarantor Subsidiaries [Member]	Jun. 30, 2013 Non-Guarantor Subsidiaries [Member]	Jun. 30, 2014 Non-Guarantor Subsidiaries [Member] APIC [Member]	Dec. 31, 2013 Non-Guarantor Subsidiaries [Member] APIC [Member]	Jun. 30, 2013 Non-Guarantor Subsidiaries [Member] Net Parent Investment [Member]	Jun. 30, 2014 Non-Guarantor Subsidiaries [Member] Retained Earnings [Member]
Condensed Financial Statements, Captions [Line Items]
Balance			$ 656,336,000	$ 1,104,451,000	$ 1,104,451,000	$ 467,000		$ 548,293,000	$ 1,104,451,000	$ 107,576,000		$ (1,316,577,000)	$ (61,000)	$ (61,000)	$ (1,316,516,000)	$ (1,316,516,000)	$ (190,461,000)	$ (190,461,000)			$ 1,228,837,000	$ 467,000		$ 1,228,370,000	$ 1,228,370,000				$ 587,713,000		$ 1,000	$ 1,000	$ 548,758,000	$ 1,123,467,000	$ 38,954,000	$ 52,064,000		$ 60,000	$ 60,000	$ 52,004,000	$ 52,004,000	$ 53,895,000				$ 104,299,000		$ 35,677,000	$ 35,677,000	$ 117,550,000	$ 68,622,000
Net income	73,232,000	77,627,000	82,865,000	99,674,000					99,674,000	82,865,000	(82,061,000)	(269,889,000)							(269,889,000)	73,232,000	190,441,000					190,441,000	73,232,000	66,712,000	151,487,000	90,179,000				90,179,000	151,487,000	(1,000)	(1,000)					(1,000)	(1,000)	8,829,000	10,915,000	10,827,000	9,496,000			9,496,000	10,827,000
Repurchase of common stock			(50,021,000)				(50,021,000)																(50,021,000)
Dividend paid to former parent					(650,000,000)
Net transfers to/between former parent				(85,245,000)					(85,245,000)																									(85,245,000)
Issuance of common stock			1,000			1,000																1,000
Shares withheld to satisfy tax withholdings			(542,000)					(542,000)																									(542,000)
Share-based compensation expense			4,849,000					4,849,000																									4,849,000
Balance	$ 693,488,000	$ 1,118,880,000	$ 693,488,000	$ 1,118,880,000	$ 656,336,000	$ 468,000	$ (50,021,000)	$ 552,600,000	$ 1,118,880,000	$ 190,441,000	$ (1,586,466,000)	$ (1,586,466,000)	$ (61,000)	$ (61,000)	$ (1,316,516,000)	$ (1,316,516,000)	$ (190,461,000)	$ (190,461,000)	$ (269,889,000)	$ 1,369,258,000	$ 1,369,258,000	$ 468,000	$ (50,021,000)	$ 1,228,370,000	$ 1,228,370,000	$ 190,441,000	$ 743,507,000		$ 743,507,000		$ 1,000	$ 1,000	$ 553,065,000	$ 1,128,401,000	$ 190,441,000	$ 52,063,000		$ 60,000	$ 60,000	$ 52,004,000	$ 52,004,000	$ 53,894,000	$ (1,000)	$ 115,126,000		$ 115,126,000		$ 35,677,000	$ 35,677,000	$ 127,046,000	$ 79,449,000

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Contingencies (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Commitments And Contingencies [Abstract]
Workers' compensation deductible (per occurrence)	500,000
Workers' compensation accrued liability	$ 4.5
Outstanding letters of credit	$ 16.2

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Income Taxes (Summary Of Effective Income Tax Rates) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Taxes [Abstract]
Effective tax rate	31.90%	38.90%	32.80%	39.40%

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Related-Party Transactions

6 Months Ended

Jun. 30, 2014

Related-Party Transactions [Abstract]

Related-Party Transactions

Note 2 — Related Party Transactions

Related party transactions of the Company include the allocation of certain general and administrative costs from Murphy Oil to the Company and receipt of interest income from Murphy Oil for intercompany payables balances for the periods prior to separation from Murphy Oil.  

General and administrative costs were charged by Murphy Oil to the Company based on management’s determination of such costs attributable to the operations of the Company. However, such related-party transactions cannot be presumed to be carried out on an arm’s length basis as the requisite conditions of competitive, free-market dealings may not exist.

Prior to the separation Murphy Oil provided cash management services to the Company. As a result, the Company generally remitted funds received to Murphy Oil, and Murphy Oil paid all operating and capital expenditures on behalf of the Company. Such cash transactions were reflected in the change in the Net Investment by Parent.

The Consolidated and Combined Statements of Income include expense allocations for certain functions provided to the Company by Murphy Oil prior to the separation. If possible, these allocations were made on a specific identification basis. Otherwise, the expenses related to services provided to the Company by Murphy Oil were allocated to Murphy USA based on relative percentages, as compared to Murphy Oil’s other businesses, of headcount or other appropriate methods depending on the nature of each item of cost to be allocated.

Charges for functions historically provided to the Company by Murphy Oil were primarily attributable to Murphy Oil’s performance of many shared services that the Company benefitted from, such as treasury, tax, accounting, risk management, legal, internal audit, procurement, human resources, investor relations and information technology. Murphy USA also participated in certain Murphy Oil insurance, benefit and incentive plans. The Consolidated and Combined Statements of Income reflect charges from Murphy Oil and its other subsidiaries for these services of $0 and $16,091,000 for the three months ended June 30, 2014 and 2013, respectively, and $0 and $36,740,000 for the six months ended June 30, 2014 and 2013, respectively. Included in the charges above are amounts recognized for stock-based compensation expense (Note 8), as well as net periodic benefit expense associated with the Parent’s retirement plans (Note 9).

Included in Interest income in the Consolidated and Combined Statements of Income for the three months ended June 30, 2014 and 2013 was interest income from affiliates of $0 and $453,000, respectively.  For the six months ended June 30, 2014 and 2013 interest income from affiliates was $0 and $727,000, respectively.  These amounts were paid on balances that were previously intercompany prior to the separation from Murphy Oil and were settled in full at the separation date. 

Transition Services Agreement

In conjunction with the separation, we entered into a Transition Services Agreement with Murphy Oil on August 30, 2013.  This Transition Services Agreement sets forth the terms on which Murphy Oil provides to us, and we provide to Murphy Oil, on a temporary basis, certain services or functions that the companies have historically shared.  Transition services include administrative, payroll, human resources, information technology and network transition services, tax, treasury and other support and corporate services.  The Transition Services Agreement provides for the provision of specified transition services generally for a period of up to eighteen months, with a possible extension of six months, on a cost basis.  We record the fee Murphy Oil charges us for these services as a component of general and administrative expenses.

We believe that the operating expenses and general and administrative expenses allocated to us prior to the separation and included in the accompanying consolidated and combined statements of income were a reasonable approximation of the costs related to Murphy USA’s operations.  However, such related-party transactions cannot be presumed to be carried out on an arm’s-length basis as the terms were negotiated while Murphy USA was still a subsidiary of Murphy Oil.  At June 30, 2014, Murphy USA had a current receivable from Murphy Oil of $70,000 and a payable to Murphy Oil of $988,000 related to the Transition Services Agreement. 

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Business Segments (Narrative) (Details)	6 Months Ended
	Jun. 30, 2014 segment	Dec. 18, 2013 item
Business Segments [Abstract]
Number of ethanol plants		2
Number of operating segments	1

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Long-Term Debt (Narrative) (Details) (USD $)	6 Months Ended		12 Months Ended		0 Months Ended			6 Months Ended	0 Months Ended	6 Months Ended											6 Months Ended								6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Aug. 14, 2013	Jun. 17, 2014 Senior Notes [Member]	Jun. 30, 2014 Senior Notes [Member]	Aug. 14, 2013 Senior Notes [Member]	Jun. 30, 2014 Asset-Based Loan Facility [Member] item	Aug. 30, 2013 Term Facility [Member]	Jun. 30, 2014 Term Facility [Member]	Jun. 30, 2014 Incremental Facility [Member]	Jun. 30, 2014 Swing Line [Member]	Jun. 30, 2014 Letter Of Credit [Member]	Jun. 30, 2014 Cash [Member]	Jun. 30, 2014 Credit Card Receivables [Member]	Jun. 30, 2014 Investment Grade Accounts [Member]	Jun. 30, 2014 Other Accounts [Member]	Jun. 30, 2014 Midstream Refined Products Inventory [Member]	Jun. 30, 2014 Refined Retail Products Inventory [Member]	Jun. 30, 2014 Retail Merchandise Inventory [Member]	Jun. 30, 2014 Federal Funds Rate [Member]	Jun. 30, 2014 LIBO Rate [Member]	Jun. 30, 2014 Minimum [Member]	Jun. 30, 2014 Minimum [Member] LIBO Rate [Member] Asset-Based Loan Facility [Member]	Jun. 30, 2014 Minimum [Member] LIBO Rate [Member] Term Facility [Member]	Jun. 30, 2014 Minimum [Member] Alternative Base Rate [Member] Asset-Based Loan Facility [Member]	Jun. 30, 2014 Minimum [Member] Alternative Base Rate [Member] Term Facility [Member]	Jun. 30, 2014 Maximum [Member]	Jun. 30, 2014 Maximum [Member] LIBO Rate [Member] Asset-Based Loan Facility [Member]	Jun. 30, 2014 Maximum [Member] LIBO Rate [Member] Term Facility [Member]	Jun. 30, 2014 Maximum [Member] Alternative Base Rate [Member] Asset-Based Loan Facility [Member]	Jun. 30, 2014 Maximum [Member] Alternative Base Rate [Member] Term Facility [Member]	Jun. 30, 2014 Term 1 [Member] LIBO Rate [Member]	Jun. 30, 2014 Term 2 [Member] LIBO Rate [Member]	Jun. 30, 2014 Term 3 [Member] LIBO Rate [Member]	Jun. 30, 2014 Term 4 [Member] LIBO Rate [Member]
Debt Instrument [Line Items]
Interest rate						6.00%	6.00%
Senior notes	$ 492,012,000		$ 491,578,000	$ 500,000,000
Dividend paid to former parent			650,000,000
Percentage of outstanding notes tendered for exchange					99.96%
Line of credit facility, maximum borrowing capacity								450,000,000		150,000,000	200,000,000
Maturity date								Aug. 30, 2018		Aug. 30, 2016
Number of extension periods								2
Extension period								1 year
Proceeds borrowed from credit facility									150,000,000
Percentage of asset available to borrow against														100.00%	90.00%	90.00%	85.00%	80.00%	75.00%	70.00%
Percentage of net orderly liquidation value available to borrow against																				85.00%
Line of credit facility, sublimit												75,000,000	200,000,000
Spread over variable rate																					0.50%	1.00%		1.50%	2.75%	0.50%	1.75%		2.00%	3.00%	1.00%	2.00%
Interest period																																	1 month	2 months	3 months	6 months
Quarterly principal payment										10.00%
Repayments of long-term debt	70,000,000	24,000
Fixed charge coverage ratio	103.00%																						100.00%
Period for fixed charge coverage ratio threshold																							3 days
Fixed charge coverage ratio threshold, percentage of aggregate facility commitments and borrowing base	17.50%
Fixed charge coverage ratio threshold, amount of aggregate facility commitments and borrowing base	70,000,000
Secured debt to EBITDA ratio																												450.00%
Net income and retained earnings free of restrictions			$ 26,700,000
Dividend restrictions	After giving effect to the applicable restrictions on certain payments, which could include dividends under the credit agreement and the indenture, and subject to compliance with applicable law, as of December 31, 2013, the Company had approximately $26.7 million of its net income and retained earnings free of such restrictions.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2014

Income Taxes [Abstract]

Summary Of Effective Income Tax Rates

	2014	2013
Three months ended June 30	31.9%	38.9%
Six months ended June 30	32.8%	39.4%

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Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2014

Asset Retirement Obligations [Abstract]

Reconciliation Of Beginning And Ending Aggregate Carrying Amount Of Asset Retirement Obligation

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Balance at beginning of period	$	17,130	$	15,401
Accretion expense		597		1,096
Liabilities incurred		350		633
Balance at end of period	$	18,077	$	17,130

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Other Financial Information (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Other Financial Information [Abstract]
Income taxes paid, net of refunds	$ 71,469,000
Income taxes collected, net of payments		6,569,000
Interest paid	17,070,000	144,000
Noncash additions to net parent investment related to settlement of income taxes	$ 0	$ 1,447,000

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Long-Term Debt (Summary Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Aug. 14, 2013
Debt Instrument [Line Items]
6% senior notes due 2023 (net of unamortized discount)	$ 492,012	$ 491,578	$ 500,000
Term loan due 2016 (effective rate of 3.71% at December 31, 2013)		70,000
Less current maturities		(14,000)
Total long-term debt	492,012	547,578
Effective rate		3.71%
Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate	6.00%		6.00%
Unamortized discount	$ 7,988

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Employee And Retiree Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2014

Employee And Retiree Benefit Plans [Abstract]

Summary Of Components Of Net Periodic Benefit Expense

	Three Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	1,202	$	—	$	553
Interest cost		—		1,143		—		374
Expected return on plan assets		—		(1,207)		—		—
Amortization of prior service cost (benefits)		—		21		—		(3)
Recognized actuarial loss		—		888		—		138
Net periodic benefit expense	$	—	$	2,047	$	—	$	1,062
	Six Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	2,600	$	—	$	1,078
Interest cost		—		1,955		—		734
Expected return on plan assets		—		(1,989)		—		—
Amortization of prior service cost (benefits)		—		39		—		(5)
Recognized actuarial loss		—		1,516		—		271
Net periodic benefit expense	$	—	$	4,121	$	—	$	2,078

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Financial Instruments And Risk Management (Tables)

6 Months Ended

Jun. 30, 2014

Financial Instruments And Risk Management [Abstract]

Fair Value Of Derivative Instruments Not Designated As Hedging Instruments

June 30, 2014

December 31, 2013

Balance

Balance

Balance

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

(Thousands of dollars)

Location

Value

Location

Value

Location

Value

Location

Value

Commodity derivative contracts

Accounts Receivable

$

1,574

Accounts Payable

$

716

Accounts Receivable

$

224

Accounts Payable

$

291

Recognized Gains And Losses For Derivative Instruments Not Designated As Hedging Instruments

		Gain (Loss)
(Thousands of dollars)	Statement of Income	Three Months Ended June 30,				Six Months Ended June 30,
Type of Derivative Contract	Location	2014		2013		2014		2013
Commodity	Fuel and ethanol costs of goods sold	$	2,084	$	1,152	$	619	$	(446)

Summary Of Offsetting Assets

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Assets Presented in
	of Recognized		Consolidated		the Consolidated
(Thousands of dollars)	Assets		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	2,463	$	(889)	$	1,574
At December 31, 2013
Commodity derivatives	$	233	$	(9)	$	224

Summary Of Offsetting Liabilities

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Liabilities Presented
	of Recognized		Consolidated		in the Consolidated
	Liabilities		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	1,605	$	(889)	$	716
At December 31, 2013
Commodity derivatives	$	300	$	(9)	$	291

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Description Of Business And Basis Of Presentation

6 Months Ended

Jun. 30, 2014

Description Of Business And Basis Of Presentation [Abstract]

Description Of Business And Basis Of Presentation

Note1 — Description of Business and Basis of Presentation

Description of business — The business of Murphy USA Inc. (“Murphy USA” or the “Company”) and its subsidiaries primarily consists of the U.S. retail marketing business that was separated from its former parent company, Murphy Oil Corporation (“Murphy Oil” or “Parent”), plus an ethanol production facility and other assets, liabilities and operating expenses of Murphy Oil that were associated with supporting the activities of the U.S. retail marketing operations.  The separation was approved by the Murphy Oil board of directors on August 7, 2013, and was completed on August 30, 2013 through the distribution of 100% of the outstanding capital stock of Murphy USA to holders of Murphy Oil common stock on the record date of August 21, 2013. Murphy Oil stockholders of record received one share of Murphy USA common stock for every four shares of Murphy Oil common stock. The spin-off was completed in accordance with a separation and distribution agreement entered into between Murphy Oil and Murphy USA. Following the separation, Murphy USA is an independent, publicly traded company, and Murphy Oil retains no ownership interest in Murphy USA.

Murphy USA markets refined products through a network of retail gasoline stations and unbranded wholesale customers. Murphy USA’s owned retail stations are almost all located in close proximity to Walmart stores in 23 states and use the brand name Murphy USA®. Murphy USA also markets gasoline and other products at standalone stations under the Murphy Express brand. At June 30, 2014, Murphy USA had a total of 1,223 Company stations. In October 2009, Murphy USA acquired an ethanol production facility located in Hankinson, North Dakota, which was subsequently sold in December 2013 and is reflected as discontinued operations for all periods presented.  The Company also acquired a partially constructed ethanol production facility in Hereford, Texas, in late 2010. The Hereford facility is designed to produce 105 million gallons of corn-based ethanol per year, and it began operations near the end of the first quarter of 2011.

The contributed assets of Murphy Oil included in the Company’s financial statements also include buildings, real estate, an airplane and computer equipment and software that are used to support the operating activities of Murphy USA.

Basis of Presentation — Murphy USA was incorporated in March 2013 and, in connection with its incorporation, Murphy USA issued 100 shares of common stock, par value $0.01 per share, to Murphy Oil for $1.00. Murphy USA was formed solely in contemplation of the separation and until the separation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities, or commitments.  Accordingly the accompanying consolidated and combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Murphy Oil subsidiaries and certain assets, liabilities and operating expenses of Murphy Oil that comprise Murphy USA, as described above, as if such companies and accounts had been combined for all periods presented prior to August 30, 2013. All significant intercompany transactions and accounts within the combined financial statements have been eliminated.  

The assets and liabilities in these consolidated and combined financial statements at June 30,  2014 have been reflected on a historical basis.   Any periods presented that include dates prior to August 30, 2013 are periods when all of the assets and liabilities shown were 100 percent owned by Murphy Oil and represented operations of Murphy USA prior to the separation.  For the period prior to separation, the consolidated and combined statements of income also include expense allocations for certain corporate functions historically performed by Murphy Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Murphy USA’s management believes the assumptions underlying the consolidated and combined financial statements, including the assumptions regarding the allocation of general corporate expenses from Murphy Oil, are reasonable. However, these consolidated and combined financial statements may not include all of the actual expenses that would have been incurred had the Company been a stand-alone company during the period prior to separation and may not reflect the combined results of operations, financial position and cash flows had the Company been a stand-alone company during the entirety of the periods presented.

Actual costs that would have been incurred if Murphy USA had been a stand-alone company for the period prior to separation would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

In preparing the financial statements of Murphy USA in conformity with accounting principles generally accepted in the United States, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

Interim Financial Information — The interim period financial information presented in these consolidated and combined financial statements is unaudited and includes all known accruals and adjustments, in the opinion of management, necessary for a fair presentation of the consolidated and combined financial position of Murphy USA and its results of operations and cash flows for the periods presented. All such adjustments are of a normal and recurring nature.

These interim consolidated and combined financial statements should be read together with our audited financial statements for the years ended December 31, 2013, 2012 and 2011, included in our Annual Report on Form 10-K (File No. 001-35914), as filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on February 28, 2014.

Recently Issued Accounting Standards—In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the requirements for reporting discontinued operations under Accounting Standards Codification Topic 205. Under ASU No. 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment or (iv) other major parts of an entity. ASU No. 2014-08 no longer precludes presentation as a discontinued operation if (i) there are operations and cash flows of the component that have not been eliminated from the reporting entity’s ongoing operations or (ii) there is significant continuing involvement with a component after its disposal. Additional disclosures about discontinued operations will also be required. The guidance is effective for annual periods beginning on or after December 15, 2014, and is to be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The Company expects to adopt ASU No. 2014-08 on a prospective basis beginning January 1, 2015.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in the Accounting Standards Codification ("Codification") Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the new ASU No. 2014-09 is for companies to recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2016, with early adoption prohibited. The Company expects to adopt ASU No. 2014-09 beginning January 1, 2017 and is in the process of assessing the impact that the new guidance will have on the Company's results of operations, financial condition and disclosures.

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Reconciliation of Basic And Diluted Earnings Per Share Computations

	Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
Earnings per common share:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Total earnings per share	$	1.58	$	1.66	$	1.78	$	2.13
Earnings per common share - assuming dilution:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Common equivalent shares:
Dilutive options		294		—		218		—
Weighted average common shares outstanding - assuming dilution (in thousands)		46,527		46,743		46,708		46,743
Earnings per share - assuming dilution	$	1.57	$	1.66	$	1.77	$	2.13

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Discontinued Operations (Summary Of Results Of Operations Of Discontinued Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations	$ 7,309	$ 781	$ 8,803
Hankinson Renewable Energy, LLC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	100,490		198,312
Income (loss) from operations before income taxes	11,243		13,543
Total income (loss) from discontinued operations before taxes	11,243		13,543
Provision for income taxes	3,934		4,740
Income (loss) from discontinued operations	$ 7,309		$ 8,803

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Financial Instruments And Risk Management (Summary Of Offsetting Liabilities) (Details) (Commodity Contract [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Commodity Contract [Member]
Offsetting Liabilities [Line Items]
Gross Amounts of Recognized Liabilities	$ 1,605	$ 300
Gross Amounts Offset in the Consolidated Balance Sheet	(889)	(9)
Net Amounts of Liabilities Presented in the Consolidated Balance Sheet	$ 716	$ 291

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 260,237	$ 294,741	$ 59,588	$ 57,373
Accounts receivable - trade, less allowance for doubtful accounts of $4,456 in 2014 and $4,456 in 2013	257,163	193,181
Inventories, at lower of cost or market	166,035	179,055
Prepaid expenses and other current assets	16,474	15,439
Total current assets	699,909	682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization of $693,012 in 2014 and $655,360 in 2013	1,204,044	1,190,723
Deferred charges and other assets	5,882	8,103
Total assets	1,909,835	1,881,242
Current liabilities
Current maturities of long-term debt		14,000
Trade accounts payable and accrued liabilities	524,950	433,228
Income taxes payable	50,464	72,146
Deferred income taxes	8,660	7,143
Total current liabilities	584,074	526,517
Long-term debt	492,012	547,578
Deferred income taxes	103,994	114,932
Asset retirement obligations	18,077	17,130
Deferred credits and other liabilities	18,190	18,749
Total liabilities	1,216,347	1,224,906
Stockholders' Equity
Preferred Stock, par $0.01, (authorized 20,000,000 shares, none outstanding)
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	468	467
Treasury stock (1,040,636 shares held at June 30, 2014)	(50,021)
Additional paid in capital (APIC)	552,600	548,293
Retained earnings	190,441	107,576
Total stockholders' equity	693,488	656,336	1,118,880	1,104,451
Total liabilities and stockholders' equity	$ 1,909,835	$ 1,881,242

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Asset Retirement Obligations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Asset Retirement Obligations [Abstract]
Balance at beginning of period			$ 17,130	$ 15,401	$ 15,401
Accretion expense	300	278	597	547	1,096
Liabilities incurred			350		633
Balance at end of period	$ 18,077		$ 18,077		$ 17,130

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Consolidated And Combined Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating Activities
Net income	$ 82,865	$ 99,674
Adjustments to reconcile net income to net cash provided by operating activities
Income from discontinued operations, net of taxes	(781)	(8,803)
Depreciation and amortization	39,346	36,606
Amortization of deferred major repair costs	433	221
Deferred and noncurrent income tax credits	(10,938)	(6,688)
Accretion on discounted liabilities	597	547
Pretax gains from sale of assets	(170)	(8)
Net decrease in noncash operating working capital	18,866	45,522
Other operating activities - net	8,211	10,876
Net cash provided by continuing operations	138,429	177,947
Net cash provided by discontinued operations	134	6,805
Net cash provided by operating activities	138,563	184,752
Investing Activities
Property additions	(53,054)	(95,109)
Proceeds from sale of assets	279	36
Expenditures for major repairs	(728)	(280)
Investing activities of discontinued operations
Sales proceeds	1,097
Other		(468)
Net cash required by investing activities	(52,406)	(95,821)
Financing Activities
Purchase of treasury stock	(50,021)
Repayments of long-term debt	(70,000)	(24)
Debt issuance costs	(99)
Amounts related to share-based compensation activities	(541)
Net distributions to parent		(86,692)
Net cash required by financing activities	(120,661)	(86,716)
Net increase (decrease) in cash and cash equivalents	(34,504)	2,215
Cash and cash equivalents at January 1	294,741	57,373
Cash and cash equivalents at June 30	$ 260,237	$ 59,588

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Assets And Liabilities Measured At Fair Value (Schedule Of Fair Value Of Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 1,574	$ 224
Liabilities	(716)	(291)
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	1,574	224
Liabilities	$ (716)	$ (291)

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Business Segments (Tables)

6 Months Ended

Jun. 30, 2014

Business Segments [Abstract]

Summary Of Information By Business Segment

			Three Months Ended
			June 30, 2014				June 30, 2013
	Total Assets at		External		Income		External		Income
(Thousands of dollars)	June 30,		Revenues		(Loss)		Revenues		(Loss)
Marketing	$	1,851,969	$	4,693,858	$	71,660	$	4,759,628	$	66,553
Corporate and other assets		57,866		64,091		1,572		83,837		3,765
Total operating segment		1,909,835		4,757,949		73,232		4,843,465		70,318
Discontinued operations		—		—		—		—		7,309
Total	$	1,909,835	$	4,757,949	$	73,232	$	4,843,465	$	77,627
			Six Months Ended
			June 30, 2014				June 30, 2013
			External		Income		External		Income
(Thousands of dollars)			Revenues		(Loss)		Revenues		(Loss)
Marketing			$	8,809,295	$	85,421	$	9,051,775	$	89,939
Corporate and other assets				112,988		(3,337)		149,681		932
Total operating segment				8,922,283		82,084		9,201,456		90,871
Discontinued operations				—		781		—		8,803
Total			$	8,922,283	$	82,865	$	9,201,456	$	99,674

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Guarantor Subsidiaries (Consolidating Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended				12 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013		Dec. 31, 2013
Revenues
Petroleum product sales	$ 4,121,694	[1]	$ 4,175,882	[1]	$ 7,716,041	[1]	$ 7,938,494	[1]
Merchandise sales	548,260		553,370		1,050,982		1,068,839
Ethanol sales and other	87,995		114,213		155,260		194,123
Total revenues	4,757,949		4,843,465		8,922,283		9,201,456
Costs and operating expenses
Petroleum product cost of goods sold	3,943,134	[1]	4,005,487	[1]	7,443,480	[1]	7,646,718	[1]
Merchandise cost of goods sold	472,909		482,464		905,371		931,259
Ethanol cost of goods sold	41,767		68,909		79,537		130,614
Station and other operating expenses	133,223		124,710		255,700		245,680
Depreciation and amortization	19,685		18,536		39,346		36,606
Selling, general and administrative	29,698		28,443		57,769		60,675
Accretion of asset retirement obligation	300		278		597		547		1,096
Total costs and operating expenses	4,640,716		4,728,827		8,781,800		9,052,099
Income from operations	117,233		114,638		140,483		149,357
Other income (expense)
Interest income	13		453		28		734
Interest expense	(10,527)		(16)		(19,622)		(142)
Gain on sale of assets					170		8
Other nonoperating income	894		8		1,006		23
Total other income (expense)	(9,620)		445		(18,418)		623
Income from continuing operations before income taxes	107,613		115,083		122,065		149,980
Income tax expense	34,381		44,765		39,981		59,109
Income from continuing operations	73,232		70,318		82,084		90,871
Income from discontinued operations, net of taxes			7,309		781		8,803
Net Income	73,232		77,627		82,865		99,674
Parent Company [Member]
Other income (expense)
Equity earnings in affiliates, net of tax	73,232				190,441
Net Income	73,232				190,441
Issuer [Member]
Revenues
Petroleum product sales	4,173,856		4,240,293		7,808,126		8,051,065
Merchandise sales	548,260		553,370		1,050,982		1,068,839
Ethanol sales and other	23,904		30,377		42,381		44,441
Total revenues	4,746,020		4,824,040		8,901,489		9,164,345
Costs and operating expenses
Petroleum product cost of goods sold	3,995,296		4,069,898		7,535,565		7,759,289
Merchandise cost of goods sold	472,909		482,464		905,371		931,259
Station and other operating expenses	124,229		116,226		238,044		229,733
Depreciation and amortization	19,656		18,515		39,290		36,575
Selling, general and administrative	29,274		27,614		56,900		58,741
Accretion of asset retirement obligation	300		278		597		547
Total costs and operating expenses	4,641,664		4,714,995		8,775,767		9,016,144
Income from operations	104,356		109,045		125,722		148,201
Other income (expense)
Interest income	13		453		28		734
Interest expense	(10,527)		(16)		(19,622)		(142)
Gain on sale of assets					170		8
Other nonoperating income	94		8		206		23
Total other income (expense)	(10,420)		445		(19,218)		623
Income from continuing operations before income taxes	93,936		109,490		106,504		148,824
Income tax expense	29,533		42,778		34,465		58,645
Income from continuing operations	64,403		66,712		72,039		90,179
Equity earnings in affiliates, net of tax	8,829				79,448
Net Income	73,232		66,712		151,487		90,179
Guarantor Subsidiaries [Member]
Costs and operating expenses
Selling, general and administrative					1		1
Total costs and operating expenses					1		1
Income from operations					(1)		(1)
Other income (expense)
Income from continuing operations before income taxes					(1)		(1)
Income from continuing operations					(1)		(1)
Net Income					(1)		(1)
Non-Guarantor Subsidiaries [Member]
Revenues
Ethanol sales and other	64,091		83,836		112,879		149,682
Total revenues	64,091		83,836		112,879		149,682
Costs and operating expenses
Ethanol cost of goods sold	41,767		68,909		79,537		130,614
Station and other operating expenses	8,994		8,484		17,656		15,947
Depreciation and amortization	29		21		56		31
Selling, general and administrative	424		829		868		1,933
Total costs and operating expenses	51,214		78,243		98,117		148,525
Income from operations	12,877		5,593		14,762		1,157
Other income (expense)
Other nonoperating income	800				800
Total other income (expense)	800				800
Income from continuing operations before income taxes	13,677		5,593		15,562		1,157
Income tax expense	4,848		1,987		5,516		464
Income from continuing operations	8,829		3,606		10,046		693
Income from discontinued operations, net of taxes			7,309		781		8,803
Net Income	8,829		10,915		10,827		9,496
Eliminations [Member]
Revenues
Petroleum product sales	(52,162)		(64,411)		(92,085)		(112,571)
Total revenues	(52,162)		(64,411)		(92,085)		(112,571)
Costs and operating expenses
Petroleum product cost of goods sold	(52,162)		(64,411)		(92,085)		(112,571)
Total costs and operating expenses	(52,162)		(64,411)		(92,085)		(112,571)
Other income (expense)
Equity earnings in affiliates, net of tax	(82,061)				(269,889)
Net Income	$ (82,061)				$ (269,889)

[1] Includes excise taxes of: $483,082 $492,220$928,487$935,497

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Business Segments

6 Months Ended

Jun. 30, 2014

Business Segments [Abstract]

Business Segments

Note 15 — Business Segments

During the fourth quarter of 2013, the Company sold its Hankinson, North Dakota ethanol plant.  This was the largest of the two ethanol plants that were owned by the Company.  Because of this sale, the Company was required to reevaluate its operating segments for reporting purposes.  After reviewing the quantitative and qualitative aspects of the Company’s segments, it was determined that the remaining ethanol assets did not warrant separate segment presentation.  Therefore, the segments for the Company were restated for all prior periods to reflect one remaining operating segment, Marketing.  The remaining ethanol assets were recast into the category with the prior Corporate assets and renamed “Corporate and other assets”.  In addition, due to the sale of the Hankinson entity, the Company also shows discontinued operations for all periods presented for the prior Hankinson activity. Segment information is as follows:

			Three Months Ended
			June 30, 2014				June 30, 2013
	Total Assets at		External		Income		External		Income
(Thousands of dollars)	June 30,		Revenues		(Loss)		Revenues		(Loss)
Marketing	$	1,851,969	$	4,693,858	$	71,660	$	4,759,628	$	66,553
Corporate and other assets		57,866		64,091		1,572		83,837		3,765
Total operating segment		1,909,835		4,757,949		73,232		4,843,465		70,318
Discontinued operations		—		—		—		—		7,309
Total	$	1,909,835	$	4,757,949	$	73,232	$	4,843,465	$	77,627
			Six Months Ended
			June 30, 2014				June 30, 2013
			External		Income		External		Income
(Thousands of dollars)			Revenues		(Loss)		Revenues		(Loss)
Marketing			$	8,809,295	$	85,421	$	9,051,775	$	89,939
Corporate and other assets				112,988		(3,337)		149,681		932
Total operating segment				8,922,283		82,084		9,201,456		90,871
Discontinued operations				—		781		—		8,803
Total			$	8,922,283	$	82,865	$	9,201,456	$	99,674

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Guarantor Subsidiaries (Tables)

6 Months Ended

Jun. 30, 2014

Guarantor Subsidiaries [Abstract]

Consolidating Balance Sheet

CONSOLIDATING BALANCE SHEET

(unaudited)

(Thousands of dollars)	June 30, 2014
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Current assets
Cash and cash equivalents		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2014			—		253,910		—		3,253		—		257,163
Inventories, at lower of cost or market			—		146,079		—		19,956		—		166,035
Prepaid expenses and other current assets			—		13,514		—		2,960		—		16,474
Total current assets			—		672,427		—		27,482		—		699,909
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,202,187		—		1,857		—		1,204,044
Investments in subsidiaries			1,419,279		167,187		—		—		(1,586,466)		—
Deferred charges and other assets			—		5,348		—		534		—		5,882
Deferred tax assets			—		—		—		5,121		(5,121)		—
Total assets		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	—	$	—	$	—	$	—	$	—
Inter-company accounts payable			50,021		82,877		(52,073)		(80,825)		—		—
Trade accounts payable and accrued liabilities			—		522,029		—		2,921		—		524,950
Income taxes payable			—		52,682		10		(2,228)		—		50,464
Deferred income taxes			—		8,660		—		—		—		8,660
Total current liabilities			50,021		666,248		(52,063)		(80,132)		—		584,074
Long-term debt			—		492,012		—		—		—		492,012
Deferred income taxes			—		109,115		—		—		(5,121)		103,994
Asset retirement obligations			—		18,077		—		—		—		18,077
Deferred credits and other liabilities			—		18,190		—		—		—		18,190
Total liabilities			50,021		1,303,642		(52,063)		(80,132)		(5,121)		1,216,347
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,765,221 shares issued at June 30, 2014)			468		1		60		—		(61)		468
Treasury Stock (1,040,636 shares held at June 30, 2014)			(50,021)		—		—		—		—		(50,021)
Additional paid in capital (APIC)			1,228,370		553,065		52,004		35,677		(1,316,516)		552,600
Retained earnings			190,441		190,441		(1)		79,449		(269,889)		190,441
Total stockholders' equity			1,369,258		743,507		52,063		115,126		(1,586,466)		693,488
Total liabilities and stockholders' equity		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835

CONSOLIDATING BALANCE SHEET

(Thousands of dollars)	December 31, 2013
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Current assets
Cash and cash equivalents		$	—	$	294,741	$	—	$	—	$	—	$	294,741
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2013			—		191,904		—		1,277		—		193,181
Inventories, at lower of cost or market			—		157,795		—		21,260		—		179,055
Prepaid expenses and other current assets			—		12,217		—		3,222		—		15,439
Total current assets			—		656,657		—		25,759		—		682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,189,082		—		1,641		—		1,190,723
Investments in subsidiaries			1,228,837		—		—		—		(1,228,837)		—
Deferred charges and other assets			—		95,604		—		239		(87,740)		8,103
Deferred tax assets			—		—		—		—		—		—
Total assets		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	14,000	$	—	$	—	$	—	$	14,000
Inter-company accounts payable			—		119,366		(52,107)		(67,259)		—		—
Trade accounts payable and accrued liabilities			—		429,763		—		3,465		—		433,228
Income taxes payable			—		71,450		43		653		—		72,146
Deferred income taxes			—		7,143		—		—		—		7,143
Total current liabilities			—		641,722		(52,064)		(63,141)		—		526,517
Long-term debt			—		547,578		—		—		—		547,578
Deferred income taxes			—		128,451		—		(13,519)		—		114,932
Asset retirement obligations			—		17,130		—		—		—		17,130
Deferred credits and other liabilities			—		18,749		—		—		—		18,749
Total liabilities			—		1,353,630		(52,064)		(76,660)		—		1,224,906
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,746,633 shares issued and outstanding at December 31, 2013)			467		1		60		—		(61)		467
Treasury Stock			—		—		—		—		—		—
Additional paid in capital (APIC)			1,228,370		548,758		52,004		35,677		(1,316,516)		548,293
Retained earnings			—		38,954		—		68,622		—		107,576
Total stockholders' equity			1,228,837		587,713		52,064		104,299		(1,316,577)		656,336
Total liabilities and stockholders' equity		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242

Consolidating Income Statement

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	4,173,856	$	—	$	—	$	(52,162)	$	4,121,694
Merchandise sales			—		548,260		—		—		—		548,260
Ethanol sales and other			—		23,904		—		64,091		—		87,995
Total revenues		$	—	$	4,746,020	$	—	$	64,091	$	(52,162)	$	4,757,949
Costs and operating expenses
Petroleum product cost of goods sold			—		3,995,296		—		—		(52,162)		3,943,134
Merchandise cost of goods sold			—		472,909		—		—		—		472,909
Ethanol cost of goods sold			—		—		—		41,767		—		41,767
Station and other operating expenses			—		124,229		—		8,994		—		133,223
Depreciation and amortization			—		19,656		—		29		—		19,685
Selling, general and administrative			—		29,274		—		424		—		29,698
Accretion of asset retirement obligations			—		300		—		—		—		300
Total costs and operating expenses			—		4,641,664		—		51,214		(52,162)		4,640,716
Income from operations		$	—	$	104,356	$	—	$	12,877	$	—	$	117,233
Other income (expense)
Interest income			—		13		—		—		—		13
Interest expense			—		(10,527)		—		—		—		(10,527)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		94		—		800		—		894
Total other income (expense)		$	—	$	(10,420)	$	—	$	800	$	—	$	(9,620)
Income from continuing operations before income taxes			—		93,936		—		13,677		—		107,613
Income tax expense			—		29,533		—		4,848		—		34,381
Income from continuing operations			—		64,403		—		8,829		—		73,232
Income from discontinued operations, net of taxes			—		—		—		—		—		—
Equity earnings in affiliates, net of tax			73,232		8,829		—		—		(82,061)		—
Net Income		$	73,232	$	73,232	$	—	$	8,829	$	(82,061)	$	73,232

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	4,240,293	$	—	$	—	$	(64,411)	$	4,175,882
Merchandise sales			—		553,370		—		—		—		553,370
Ethanol sales and other			—		30,377		—		83,836		—		114,213
Total revenues		$	—	$	4,824,040	$	—	$	83,836	$	(64,411)	$	4,843,465
Costs and operating expenses
Petroleum product cost of goods sold			—		4,069,898		—		—		(64,411)		4,005,487
Merchandise cost of goods sold			—		482,464		—		—		—		482,464
Ethanol cost of goods sold			—		—		—		68,909		—		68,909
Station and other operating expenses			—		116,226		—		8,484		—		124,710
Depreciation and amortization			—		18,515		—		21		—		18,536
Selling, general and administrative			—		27,614		—		829		—		28,443
Accretion of asset retirement obligations			—		278		—		—		—		278
Total costs and operating expenses			—		4,714,995		—		78,243		(64,411)		4,728,827
Income from operations		$	—	$	109,045	$	—	$	5,593	$	—	$	114,638
Other income (expense)
Interest income			—		453		—		—		—		453
Interest expense			—		(16)		—		—		—		(16)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		8		—		—		—		8
Total other income (expense)		$	—	$	445	$	—	$	—	$	—	$	445
Income from continuing operations before income taxes			—		109,490		—		5,593		—		115,083
Income tax expense			—		42,778		—		1,987		—		44,765
Income from continuing operations			—		66,712		—		3,606		—		70,318
Income from discontinued operations, net of taxes			—		—		—		7,309		—		7,309
Net Income		$	—	$	66,712	$	—	$	10,915	$	—	$	77,627

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	7,808,126	$	—	$	—	$	(92,085)	$	7,716,041
Merchandise sales			—		1,050,982		—		—		—		1,050,982
Ethanol sales and other			—		42,381		—		112,879		—		155,260
Total revenues		$	—	$	8,901,489	$	—	$	112,879	$	(92,085)	$	8,922,283
Costs and operating expenses
Petroleum product cost of goods sold			—		7,535,565		—		—		(92,085)		7,443,480
Merchandise cost of goods sold			—		905,371		—		—		—		905,371
Ethanol cost of goods sold			—		—		—		79,537		—		79,537
Station and other operating expenses			—		238,044		—		17,656		—		255,700
Depreciation and amortization			—		39,290		—		56		—		39,346
Selling, general and administrative			—		56,900		1		868		—		57,769
Accretion of asset retirement obligations			—		597		—		—		—		597
Total costs and operating expenses			—		8,775,767		1		98,117		(92,085)		8,781,800
Income from operations		$	—	$	125,722	$	(1)	$	14,762	$	—	$	140,483
Other income (expense)
Interest income			—		28		—		—		—		28
Interest expense			—		(19,622)		—		—		—		(19,622)
Gain on sale of assets			—		170		—		—		—		170
Other nonoperating income			—		206		—		800		—		1,006
Total other income (expense)		$	—	$	(19,218)	$	—	$	800	$	—	$	(18,418)
Income from continuing operations before income taxes			—		106,504		(1)		15,562		—		122,065
Income tax expense			—		34,465		—		5,516		—		39,981
Income from continuing operations			—		72,039		(1)		10,046		—		82,084
Income from discontinued operations, net of taxes			—		—		—		781		—		781
Equity earnings in affiliates, net of tax			190,441		79,448		—		—		(269,889)		—
Net Income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	8,051,065	$	—	$	—	$	(112,571)	$	7,938,494
Merchandise sales			—		1,068,839		—		—		—		1,068,839
Ethanol sales and other			—		44,441		—		149,682		—		194,123
Total revenues		$	—	$	9,164,345	$	—	$	149,682	$	(112,571)	$	9,201,456
Costs and operating expenses
Petroleum product cost of goods sold			—		7,759,289		—		—		(112,571)		7,646,718
Merchandise cost of goods sold			—		931,259		—		—		—		931,259
Ethanol cost of goods sold			—		—		—		130,614		—		130,614
Station and other operating expenses			—		229,733		—		15,947		—		245,680
Depreciation and amortization			—		36,575		—		31		—		36,606
Selling, general and administrative			—		58,741		1		1,933		—		60,675
Accretion of asset retirement obligations			—		547		—		—		—		547
Total costs and operating expenses			—		9,016,144		1		148,525		(112,571)		9,052,099
Income from operations		$	—	$	148,201	$	(1)	$	1,157	$	—	$	149,357
Other income (expense)
Interest income			—		734		—		—		—		734
Interest expense			—		(142)		—		—		—		(142)
Gain on sale of assets			—		8		—		—		—		8
Other nonoperating income			—		23		—		—		—		23
Total other income (expense)		$	—	$	623	$	—	$	—	$	—	$	623
Income from continuing operations before income taxes			—		148,824		(1)		1,157		—		149,980
Income tax expense			—		58,645		—		464		—		59,109
Income from continuing operations			—		90,179		(1)		693		—		90,871
Income from discontinued operations, net of taxes			—		—		—		8,803		—		8,803
Net Income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674

Consolidating Statement Of Cash Flow

CONSOLIDATING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(781)		—		(781)
Depreciation and amortization			—		39,290		—		56		—		39,346
Amortization of deferred major repair costs			—				—		433		—		433
Deferred and noncurrent income tax charges (credits)			—		(19,336)		—		8,398		—		(10,938)
Accretion on discounted liabilities			—		597		—		—		—		597
Pretax gains from sale of assets			—		(170)		—		—		—		(170)
Net decrease (increase) in noncash operating working capital			—		22,703		—		(3,837)		—		18,866
Equity in earnings			(190,441)		(79,448)		—		—		269,889		—
Other operating activities-net			—		8,211		—		—		—		8,211
Net cash provided by (required by) continuing operations			—		123,334		(1)		15,096		—		138,429
Net cash provided by discontinued operations			—		—		—		134		—		134
Net cash provided by (required by) operating activities			—		123,334		(1)		15,230		—		138,563
Investing Activities
Property additions			—		(52,781)		—		(273)		—		(53,054)
Proceeds from sale of assets			—		279		—		—		—		279
Expenditures for major repairs			—		—		—		(728)		—		(728)
Other inventory activities-net			—				—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		1,097		—		1,097
Other			—		—		—		—		—		—
Net cash provided by (required by) investing activities			—		(52,502)		—		96		—		(52,406)
Financing Activities
Purchase of treasury stock			(50,021)		—		—		—		—		(50,021)
Repayments of long-term debt			—		(70,000)		—		—		—		(70,000)
Debt issuance costs					(99)								(99)
Amounts related to share-based compensation activities			—		(541)		—		—		—		(541)
Net distributions to parent			50,021		(36,009)		1		(14,013)		—		—
Net cash provided by (required by) financing activities			—		(106,649)		1		(14,013)		—		(120,661)
Net increase (decrease) in cash and cash equivalents			—		(35,817)		—		1,313		—		(34,504)
Cash and cash equivalents at January 1			—		294,741		—		—		—		294,741
Cash and cash equivalents at June 30		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237

COMBINING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Net income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(8,803)		—		(8,803)
Depreciation and amortization			—		36,575		—		31		—		36,606
Amortization of deferred major repair costs			—		—		—		221		—		221
Deferred and noncurrent income tax charges (credits)			—		(8,745)		—		2,057		—		(6,688)
Accretion on discounted liabilities			—		547		—		—		—		547
Pretax gains from sale of assets			—		(8)		—		—		—		(8)
Net decrease in noncash operating working capital			—		24,591		—		20,931		—		45,522
Other operating activities-net			—		10,876		—		—		—		10,876
Net cash provided by (required by) continuing operations			—		154,015		(1)		23,933		—		177,947
Net cash provided by discontinued operations			—		—		—		6,805				6,805
Net cash provided by (required by) operating activities			—		154,015		(1)		30,738		—		184,752
Investing Activities
Property additions			—		(94,064)		—		(1,045)		—		(95,109)
Proceeds from sale of assets			—		36		—		—		—		36
Expenditures for major repairs			—		—		—		(280)		—		(280)
Other inventory activities-net			—		—		—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		—		—		—
Other			—		—		—		(468)		—		(468)
Net cash required by investing activities			—		(94,028)		—		(1,793)		—		(95,821)
Financing Activities
Purchase of treasury stock			—		—		—		—		—		—
Repayments of long-term debt			—		—		—		(24)		—		(24)
Debt issuance costs			—		—		—		—		—		—
Amounts related to share-based compensation activities			—		—		—		—		—		—
Net distributions to parent			—		(57,772)		1		(28,921)		—		(86,692)
Net cash provided by (required by) financing activities			—		(57,772)		1		(28,945)		—		(86,716)
Net increase in cash and cash equivalents			—		2,215		—		—		—		2,215
Cash and cash equivalents at January 1			—		57,373		—		—		—		57,373
Cash and cash equivalents at June 30		$	—	$	59,588	$	—	$	—	$	—	$	59,588

Consolidating Statement Of Changes In Equity

CONSOLIDATING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2013	$	467	$	1	$	60	$	—	$	(61)	$	467
Issuance of common stock		1		—		—		—		—		1
Balance as of June 30, 2014	$	468	$	1	$	60	$	—	$	(61)	$	468
Treasury Stock
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		(50,021)		—		—		—		—		(50,021)
Balance as of June 30, 2014	$	(50,021)	$	—	$	—	$	—	$	—	$	(50,021)
APIC
Balance as of December 31, 2013	$	1,228,370	$	548,758	$	52,004	$	35,677	$	(1,316,516)	$	548,293
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		(542)		—		—		—		(542)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		4,849		—		—		—		4,849
Balance as of June 30, 2014	$	1,228,370	$	553,065	$	52,004	$	35,677	$	(1,316,516)	$	552,600
Net Parent Investment
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2014	$	—	$	—	$	—	$	—	$	—	$	—
Retained Earnings
Balance as of December 31, 2013	$	—	$	38,954	$	—	$	68,622	$	—	$	107,576
Net income		190,441		151,487		(1)		10,827		(269,889)		82,865
Balance as of June 30, 2014	$	190,441	$	190,441	$	(1)	$	79,449	$	(269,889)	$	190,441

COMBINING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Treasury Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
APIC
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net Parent Investment
Balance as of December 31, 2012	$	—	$	1,123,467	$	53,895	$	117,550	$	(190,461)	$	1,104,451
Net income		—		90,179		(1)		9,496		—		99,674
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		(85,245)		—		—		—		(85,245)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	1,128,401	$	53,894	$	127,046	$	(190,461)	$	1,118,880
Retained Earnings
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—

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Description Of Business And Basis Of Presentation (Policies)

6 Months Ended

Jun. 30, 2014

Description Of Business And Basis Of Presentation [Abstract]

Basis Of Presentation

Basis of Presentation — Murphy USA was incorporated in March 2013 and, in connection with its incorporation, Murphy USA issued 100 shares of common stock, par value $0.01 per share, to Murphy Oil for $1.00. Murphy USA was formed solely in contemplation of the separation and until the separation was completed on August 30, 2013, it had not commenced operations and had no material assets, liabilities, or commitments.  Accordingly the accompanying consolidated and combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Murphy Oil subsidiaries and certain assets, liabilities and operating expenses of Murphy Oil that comprise Murphy USA, as described above, as if such companies and accounts had been combined for all periods presented prior to August 30, 2013. All significant intercompany transactions and accounts within the combined financial statements have been eliminated.  

The assets and liabilities in these consolidated and combined financial statements at June 30,  2014 have been reflected on a historical basis.   Any periods presented that include dates prior to August 30, 2013 are periods when all of the assets and liabilities shown were 100 percent owned by Murphy Oil and represented operations of Murphy USA prior to the separation.  For the period prior to separation, the consolidated and combined statements of income also include expense allocations for certain corporate functions historically performed by Murphy Oil, including allocations of general corporate expenses related to executive oversight, accounting, treasury, tax, legal, procurement and information technology. These allocations are based primarily on specific identification, headcount or computer utilization. Murphy USA’s management believes the assumptions underlying the consolidated and combined financial statements, including the assumptions regarding the allocation of general corporate expenses from Murphy Oil, are reasonable. However, these consolidated and combined financial statements may not include all of the actual expenses that would have been incurred had the Company been a stand-alone company during the period prior to separation and may not reflect the combined results of operations, financial position and cash flows had the Company been a stand-alone company during the entirety of the periods presented.

Actual costs that would have been incurred if Murphy USA had been a stand-alone company for the period prior to separation would depend upon multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

In preparing the financial statements of Murphy USA in conformity with accounting principles generally accepted in the United States, management has made a number of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

Recently Issued Accounting Standards

Recently Issued Accounting Standards—In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the requirements for reporting discontinued operations under Accounting Standards Codification Topic 205. Under ASU No. 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment or (iv) other major parts of an entity. ASU No. 2014-08 no longer precludes presentation as a discontinued operation if (i) there are operations and cash flows of the component that have not been eliminated from the reporting entity’s ongoing operations or (ii) there is significant continuing involvement with a component after its disposal. Additional disclosures about discontinued operations will also be required. The guidance is effective for annual periods beginning on or after December 15, 2014, and is to be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The Company expects to adopt ASU No. 2014-08 on a prospective basis beginning January 1, 2015.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in the Accounting Standards Codification ("Codification") Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the new ASU No. 2014-09 is for companies to recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements. The guidance is effective for annual and interim periods beginning after December 15, 2016, with early adoption prohibited. The Company expects to adopt ASU No. 2014-09 beginning January 1, 2017 and is in the process of assessing the impact that the new guidance will have on the Company's results of operations, financial condition and disclosures.

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Consolidated And Combined Statements Of Changes In Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Treasury Stock [Member]	APIC [Member]	Net Parent Investment [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2012				$ 1,104,451		$ 1,104,451
Net income				99,674		99,674
Net transfers to/between former parent				(85,245)		(85,245)
Balance at Jun. 30, 2013				1,118,880		1,118,880
Balance at Dec. 31, 2013	467		548,293		107,576	656,336
Balance, shares at Dec. 31, 2013	46,743,633
Net income					82,865	82,865
Purchase of treasury stock		(50,021)				(50,021)
Issuance of common stock	1					1
Issuance of common stock, shares	21,588
Shares withheld to satisfy tax withholdings			(542)			(542)
Share-based compensation expense			4,849			4,849
Balance at Jun. 30, 2014	$ 468	$ (50,021)	$ 552,600		$ 190,441	$ 693,488
Balance, shares at Jun. 30, 2014	46,765,221

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Consolidated Balance Sheets [Abstract]
Accounts receivable - trade, allowance for doubtful accounts	$ 4,456	$ 4,456
Property, plant and equipment, accumulated depreciation and amortization	$ 693,012	$ 655,360
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock shares authorized	20,000,000	20,000,000
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	46,765,221	46,743,633
Treasury stock, shares	1,040,636

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Financial Instruments And Risk Management

6 Months Ended

Jun. 30, 2014

Financial Instruments And Risk Management [Abstract]

Financial Instruments And Risk Management

Note 10— Financial Instruments and Risk Management

DERIVATIVE INSTRUMENTS — The Company makes limited use of derivative instruments to manage certain risks related to commodity prices. The use of derivative instruments for risk management is covered by operating policies and is closely monitored by the Company’s senior management. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. Derivative instruments are traded primarily with creditworthy major financial institutions or over national exchanges such as the New York Mercantile Exchange (“NYMEX”). To qualify for hedge accounting, the changes in the market value of a derivative instrument must historically have been, and would be expected to continue to be, highly effective at offsetting changes in the prices of the hedged item. To the extent that the change in fair value of a derivative instrument has less than perfect correlation with the change in the fair value of the hedged item, a portion of the change in fair value of the derivative instrument is considered ineffective and would normally be recorded in earnings during the affected period.

The Company is subject to commodity price risk related to corn that it will purchase in the future for feedstock and WDGS that it will sell in the future at its remaining ethanol production facility.  At June 30, 2014 and 2013, the Company had open physical delivery commitment contracts for purchase of approximately 4.9 million and 17.2 million bushels of corn, respectively, for processing at its ethanol plants. For the periods ended June 30, 2014 and 2013, the Company had open physical delivery commitment contracts for sale of approximately 0.8 million and 1.4 million equivalent bushels, respectively, of DDGS and WDGS. To manage the price risk associated with certain of these physical delivery commitments which have fixed prices, at June 30, 2014 and 2013, the Company had outstanding derivative contracts with offsetting long and short volumes of2.3 million and 13.4 million bushels, respectively, that mature at future prices in effect on the expected date of delivery under the physical delivery commitment contracts.   Additionally, at June 30, 2014 and 2013, the Company had outstanding derivative contracts with a net short volume of 1.7million and 2.3 million bushels of corn, respectively, to buy back when certain corn inventories are expected to be processed. The impact of marking to market these commodity derivative contracts increased income before taxes by $0.9 million and increased income before taxes by $1.2 million for the six months ended June 30, 2014 and 2013, respectively.

At June 30, 2014 and December 31, 2013, the fair value of derivative instruments not designated as hedging instruments are presented in the following table.

June 30, 2014

December 31, 2013

Balance

Balance

Balance

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

(Thousands of dollars)

Location

Value

Location

Value

Location

Value

Location

Value

Commodity derivative contracts

Accounts Receivable

$

1,574

Accounts Payable

$

716

Accounts Receivable

$

224

Accounts Payable

$

291

For the three month and six month periods ended June 30, 2014 and 2013, the gains and losses recognized in the consolidated and combined Statements of Income for derivative instruments not designated as hedging instruments are presented in the following table.  

		Gain (Loss)
(Thousands of dollars)	Statement of Income	Three Months Ended June 30,				Six Months Ended June 30,
Type of Derivative Contract	Location	2014		2013		2014		2013
Commodity	Fuel and ethanol costs of goods sold	$	2,084	$	1,152	$	619	$	(446)

The Company offsets certain assets and liabilities related to derivative contracts when the legal right of offset exists. Derivative assets and liabilities which have offsetting positions at June 30, 2014 and December 31, 2013 are presented in the following tables:

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Assets Presented in
	of Recognized		Consolidated		the Consolidated
(Thousands of dollars)	Assets		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	2,463	$	(889)	$	1,574
At December 31, 2013
Commodity derivatives	$	233	$	(9)	$	224

			Gross Amounts		Net Amounts of
	Gross Amounts		Offset in the		Liabilities Presented
	of Recognized		Consolidated		in the Consolidated
	Liabilities		Balance Sheet		Balance Sheet
At June 30, 2014
Commodity derivatives	$	1,605	$	(889)	$	716
At December 31, 2013
Commodity derivatives	$	300	$	(9)	$	291

All commodity derivatives above are corn-based contracts associated with the Company’s Hereford plant as all positions related to Hankinson were assumed by the buyer in conjunction with the sale. Net derivative assets are included in Accounts Receivable presented in the table on the prior page and are included in Accounts Receivable on the Consolidated Balance Sheets; likewise, net derivative liabilities in the above table are included in Accounts Payable in the table above and are included in Accounts Payable and Accrued Liabilities on the Consolidated Balance Sheets. These contracts permit net settlement and the Company generally avails itself of this right to settle net. At June 30, 2014 and December 31, 2013, cash deposits of $2.8 million and $2.9 million related to commodity derivative contracts were reported in Prepaid Expenses in the Consolidated Balance Sheets, respectively. These cash deposits have not been used to reduce the reported net liabilities on the corn-based derivative contracts at June 30, 2014 or December 31, 2013.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	Murphy USA Inc.
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Entity Central Index Key	0001573516
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Common Stock, Shares Outstanding	45,724,585

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Earnings Per Share

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Note 11 – Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average of common shares outstanding during the period.  Diluted earnings per common share adjusts basic earnings per common share for the effects of stock options and restricted stock in the periods where such items are dilutive. 

On August 30, 2013, 46,743,316 shares of our common stock were distributed to the shareholders of Murphy Oil in connection with the separation and distribution.  For comparative purposes, we have assumed this amount to be outstanding as of the beginning of each prior period prior to the separation and distribution presented in the calculation of weighted average shares outstanding. 

During May 2014, the Company executed a share repurchase program that was approved by the Board of Directors for approximately $50 million worth of common stock of the Company.   At the completion of this plan, the Company had acquired 1,040,636 shares of common stock for an average price of $48.07 per share including brokerage fees. 

The following table provides a reconciliation of basic and diluted earnings per share computations for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
		2014		2013		2014		2013
Earnings per common share:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Total earnings per share	$	1.58	$	1.66	$	1.78	$	2.13
Earnings per common share - assuming dilution:
Net income attributable to common stockholders	$	73,232	$	77,627	$	82,865	$	99,674
Weighted average common shares outstanding (in thousands)		46,233		46,743		46,490		46,743
Common equivalent shares:
Dilutive options		294		—		218		—
Weighted average common shares outstanding - assuming dilution (in thousands)		46,527		46,743		46,708		46,743
Earnings per share - assuming dilution	$	1.57	$	1.66	$	1.77	$	2.13

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Consolidated And Combined Statements Of Income And Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Revenues
Petroleum product sales	$ 4,121,694	[1]	$ 4,175,882	[1]	$ 7,716,041	[1]	$ 7,938,494	[1]
Merchandise sales	548,260		553,370		1,050,982		1,068,839
Ethanol sales and other	87,995		114,213		155,260		194,123
Total revenues	4,757,949		4,843,465		8,922,283		9,201,456
Costs and operating expenses
Petroleum product cost of goods sold	3,943,134	[1]	4,005,487	[1]	7,443,480	[1]	7,646,718	[1]
Merchandise cost of goods sold	472,909		482,464		905,371		931,259
Ethanol cost of goods sold	41,767		68,909		79,537		130,614
Station and other operating expenses	133,223		124,710		255,700		245,680
Depreciation and amortization	19,685		18,536		39,346		36,606
Selling, general and administrative	29,698		28,443		57,769		60,675
Accretion of asset retirement obligation	300		278		597		547
Total costs and operating expenses	4,640,716		4,728,827		8,781,800		9,052,099
Income from operations	117,233		114,638		140,483		149,357
Other income (expense)
Interest income	13		453		28		734
Interest expense	(10,527)		(16)		(19,622)		(142)
Gain on sale of assets					170		8
Other nonoperating income	894		8		1,006		23
Total other income (expense)	(9,620)		445		(18,418)		623
Income before income taxes	107,613		115,083		122,065		149,980
Income tax expense	34,381		44,765		39,981		59,109
Income from continuing operations	73,232		70,318		82,084		90,871
Income from discontinued operations, net of taxes			7,309		781		8,803
Net Income	$ 73,232		$ 77,627		$ 82,865		$ 99,674
Earnings per share - basic:
Income from continuing operations	$ 1.58		$ 1.50		$ 1.76		$ 1.94
Income from discontinued operations			$ 0.16		$ 0.02		$ 0.19
Net income - basic	$ 1.58		$ 1.66		$ 1.78		$ 2.13
Earnings per share - diluted:
Income from continuing operations	$ 1.57		$ 1.50		$ 1.75		$ 1.94
Income from discontinued operations			$ 0.16		$ 0.02		$ 0.19
Net income - diluted	$ 1.57		$ 1.66		$ 1.77		$ 2.13
Weighted-average shares outstanding (in thousands):
Basic	46,233		46,743		46,490		46,743
Diluted	46,527		46,743		46,708		46,743

[1] Includes excise taxes of: $483,082 $492,220$928,487$935,497

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Long-Term Debt [Abstract]

Long-Term Debt

Note 5 — Long-Term Debt

Long-term debt consisted of the following:

	June 30,		December 31,
(Thousands of dollars)	2014		2013
6% senior notes due 2023 (net of unamortized discount of $7,988)	$	492,012	$	491,578
Term loan due 2016 (effective rate of 3.71% at December 31, 2013)		—		70,000
Less current maturities		—		(14,000)
Total long-term debt	$	492,012	$	547,578

Senior Notes

On August 14, 2013, Murphy Oil USA, Inc., our primary operating subsidiary, issued 6.00% Senior Notes due 2023 (the “Senior Notes”) in an aggregate principal amount of $500 million. The 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 Senior Notes contains restrictive covenants 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.

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.

We used the net proceeds of the Senior Notes, together with borrowings under the credit facilities, to finance a cash dividend of $650 million from Murphy Oil USA, Inc. to Murphy Oil paid in connection with the separation.

On June 17, 2014, we closed an exchange offer for our Senior Notes to make them eligible for public resale, as required by a registration rights agreement entered into in connection with the issuance of the Senior Notes.  Approximately 99.96% of the Senior Notes were tendered for exchange. 

Credit Facilities

On August 30, 2013, we enteredinto a credit agreementin connection with the separationfrom Murphy Oil.The credit agreement provides fora committed $450 millionasset-based loan (ABL)facility (with availability subject to the borrowing base described below)and a $150 milliontermfacility.Italso providesfor a $200 millionuncommittedincrementalfacility. The ABL facility is scheduled to mature on August 30, 2018, subject to the ability to extend for two additional one-year periods with the consent of the extending lenders. On August 30, 2013, Murphy Oil USA, Inc. borrowed $150 millionunder the term facility,togetherwith the net proceedsof the offering of the SeniorNotes, to financea  $650 millioncash dividendfromMurphy Oil USA, Inc. to Murphy Oil.The term facility was scheduled to mature on August 30, 2016, but was repaid in full in May 2014.

The borrowing base is expected, at any time of determination, to be an amount (net of reserves) equal to the sum of:

•100% of eligible cash at such time, plus

•90% of eligible credit card receivables at such time, plus

•90% of eligible investment grade accounts, plus

•85% of eligible other accounts, plus

•80% of eligible product supply/wholesale refined products inventory at such time, plus

•75% of eligible retail refined products inventory at such time, plus

the lesser of (i) 70% of the average cost of eligible retail merchandise inventory at such time and (ii) 85% of the net orderly liquidation value of eligible retail merchandise inventory at such time.

The ABL facility includes a $75 million sublimit on swingline loans and a $200 million sublimit for the issuance of letters of credit. Swingline loans and letters of credit issued under the ABL facility reduce availability under the ABL facility.

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 prime rate, (b) the federal funds effective rate 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 ABL facility, spreads ranging from 1.50% to 2.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 2.75% to 3.00% per annum depending on a secured debt to EBITDA ratio and (B) in the case of Alternate Base Rate borrowings, (i) with respect to the ABL facility, spreads ranging from 0.50% to 1.00% per annum depending on the average availability under the ABL facility or (ii) with respect to the term facility, spreads ranging from 1.75% to 2.00% per annum depending on a secured debt to EBITDA ratio.

The interest rate period with respect to the Adjusted LIBO Rate interest rate option can be set at one,  two,  three, or six months as selected by us in accordance with the terms of the credit agreement.

We were obligated to make quarterly principal payments on the outstanding principal amount of the term facility beginning on the first anniversary of the effective date of the credit agreement in amounts equal to 10% of the term loans made on such effective date, with the remaining balance payable on the scheduled maturity date of the term facility. Borrowings under the credit facilities are prepayable at our option without premium or penalty. We were also required to prepay the term facility with the net cash proceeds of certain asset sales or casualty events, subject to certain exceptions. The credit agreement also includes certain customary mandatory prepayment provisions with respect to the ABL facility.

The credit agreement contains certain covenants that limit, among other things, the ability of us and our 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. In addition, the credit agreement requires us to maintain a fixed charge coverage ratio of a minimum of 1.0 to 1.0 when availability for at least three consecutive business days is less than the greater of (a) 17.5% of the lesser of the aggregate ABL facility commitments and the borrowing base and (b) $70,000,000 (including as of the most recent fiscal quarter end on the first date when availability is less than such amount).  As of June 30, 2014, our fixed charge coverage ratio was 1.03.  Prior to the repayment of the term loan, we were also subject to a maximum secured debt to EBITDA ratio of 4.5 to 1.0 at any time when term facility commitments or term loans thereunder were outstanding. 

After giving effect to the applicable restrictions on certain payments, which could include dividends under the credit agreement and the indenture, and subject to compliance with applicable law, as of December 31, 2013, the Company had approximately $26.7 million of its net income and retained earnings free of such restrictions.

All obligations under the credit agreement are guaranteed by Murphy USA and the subsidiary guarantors party thereto, and all obligations under the credit agreement, including the guarantees of those obligations, are secured by certain assets of Murphy USA, Murphy Oil USA, Inc. and the guarantors party thereto.

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Inventories

6 Months Ended

Jun. 30, 2014

Inventories [Abstract]

Inventories

Note 4 — Inventories

Inventories consisted of the following:

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Refined products and blendstocks - FIFO basis	$	373,705	$	372,531
Less LIFO reserve - refined products and blendstocks		(318,135)		(307,706)
Refined products and blendstocks - LIFO basis		55,570		64,825
Store merchandise for resale		93,649		97,058
Corn based products		11,782		12,447
Materials and supplies		5,034		4,725
Total inventories	$	166,035	$	179,055

At June 30, 2014 and December 31, 2013, the replacement cost (market value) of last-in, first-out (LIFO) inventories exceeded the LIFO carrying value by $318,135,000 and $307,706,000, respectively. Corn based products consisted primarily of corn, dried distillers’ grains with solubles (DDGS) and wet distillers’ grains with solubles (WDGS), and were all valued on a first-in, first-out (FIFO) basis.

In the first quarter of 2014, the Company recognized a benefit of $17,781,000related to a LIFO decrement that existed at that date that is not expected to be restored at year-end.  

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Guarantor Subsidiaries

6 Months Ended

Jun. 30, 2014

Guarantor Subsidiaries [Abstract]

Guarantor Subsidiaries

Note 16 – Guarantor Subsidiaries

Certain of the Company’s 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”) fully and unconditionally guarantee, on a joint and several basis, certain of the outstanding indebtedness of the Company, including the 6.00% senior notes due 2023.  The following consolidating and combining schedules present financial information on a consolidated and combined basis in conformity with the SEC’s Regulation S-X Rule 3-10(d): 

CONSOLIDATING BALANCE SHEET

(unaudited)

(Thousands of dollars)	June 30, 2014
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Current assets
Cash and cash equivalents		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2014			—		253,910		—		3,253		—		257,163
Inventories, at lower of cost or market			—		146,079		—		19,956		—		166,035
Prepaid expenses and other current assets			—		13,514		—		2,960		—		16,474
Total current assets			—		672,427		—		27,482		—		699,909
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,202,187		—		1,857		—		1,204,044
Investments in subsidiaries			1,419,279		167,187		—		—		(1,586,466)		—
Deferred charges and other assets			—		5,348		—		534		—		5,882
Deferred tax assets			—		—		—		5,121		(5,121)		—
Total assets		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	—	$	—	$	—	$	—	$	—
Inter-company accounts payable			50,021		82,877		(52,073)		(80,825)		—		—
Trade accounts payable and accrued liabilities			—		522,029		—		2,921		—		524,950
Income taxes payable			—		52,682		10		(2,228)		—		50,464
Deferred income taxes			—		8,660		—		—		—		8,660
Total current liabilities			50,021		666,248		(52,063)		(80,132)		—		584,074
Long-term debt			—		492,012		—		—		—		492,012
Deferred income taxes			—		109,115		—		—		(5,121)		103,994
Asset retirement obligations			—		18,077		—		—		—		18,077
Deferred credits and other liabilities			—		18,190		—		—		—		18,190
Total liabilities			50,021		1,303,642		(52,063)		(80,132)		(5,121)		1,216,347
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,765,221 shares issued at June 30, 2014)			468		1		60		—		(61)		468
Treasury Stock (1,040,636 shares held at June 30, 2014)			(50,021)		—		—		—		—		(50,021)
Additional paid in capital (APIC)			1,228,370		553,065		52,004		35,677		(1,316,516)		552,600
Retained earnings			190,441		190,441		(1)		79,449		(269,889)		190,441
Total stockholders' equity			1,369,258		743,507		52,063		115,126		(1,586,466)		693,488
Total liabilities and stockholders' equity		$	1,419,279	$	2,047,149	$	—	$	34,994	$	(1,591,587)	$	1,909,835

CONSOLIDATING BALANCE SHEET

(Thousands of dollars)	December 31, 2013
Assets		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Current assets
Cash and cash equivalents		$	—	$	294,741	$	—	$	—	$	—	$	294,741
Accounts receivable—trade, less allowance for doubtful accounts of $4,456 in 2013			—		191,904		—		1,277		—		193,181
Inventories, at lower of cost or market			—		157,795		—		21,260		—		179,055
Prepaid expenses and other current assets			—		12,217		—		3,222		—		15,439
Total current assets			—		656,657		—		25,759		—		682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization			—		1,189,082		—		1,641		—		1,190,723
Investments in subsidiaries			1,228,837		—		—		—		(1,228,837)		—
Deferred charges and other assets			—		95,604		—		239		(87,740)		8,103
Deferred tax assets			—		—		—		—		—		—
Total assets		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt		$	—	$	14,000	$	—	$	—	$	—	$	14,000
Inter-company accounts payable			—		119,366		(52,107)		(67,259)		—		—
Trade accounts payable and accrued liabilities			—		429,763		—		3,465		—		433,228
Income taxes payable			—		71,450		43		653		—		72,146
Deferred income taxes			—		7,143		—		—		—		7,143
Total current liabilities			—		641,722		(52,064)		(63,141)		—		526,517
Long-term debt			—		547,578		—		—		—		547,578
Deferred income taxes			—		128,451		—		(13,519)		—		114,932
Asset retirement obligations			—		17,130		—		—		—		17,130
Deferred credits and other liabilities			—		18,749		—		—		—		18,749
Total liabilities			—		1,353,630		(52,064)		(76,660)		—		1,224,906
Stockholders' Equity
Preferred Stock, par $0.01 (authorized 20,000,000 shares, none outstanding)			—		—		—		—		—		—
Common Stock, par $0.01 (authorized 200,000,000 shares, 46,746,633 shares issued and outstanding at December 31, 2013)			467		1		60		—		(61)		467
Treasury Stock			—		—		—		—		—		—
Additional paid in capital (APIC)			1,228,370		548,758		52,004		35,677		(1,316,516)		548,293
Retained earnings			—		38,954		—		68,622		—		107,576
Total stockholders' equity			1,228,837		587,713		52,064		104,299		(1,316,577)		656,336
Total liabilities and stockholders' equity		$	1,228,837	$	1,941,343	$	—	$	27,639	$	(1,316,577)	$	1,881,242

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	4,173,856	$	—	$	—	$	(52,162)	$	4,121,694
Merchandise sales			—		548,260		—		—		—		548,260
Ethanol sales and other			—		23,904		—		64,091		—		87,995
Total revenues		$	—	$	4,746,020	$	—	$	64,091	$	(52,162)	$	4,757,949
Costs and operating expenses
Petroleum product cost of goods sold			—		3,995,296		—		—		(52,162)		3,943,134
Merchandise cost of goods sold			—		472,909		—		—		—		472,909
Ethanol cost of goods sold			—		—		—		41,767		—		41,767
Station and other operating expenses			—		124,229		—		8,994		—		133,223
Depreciation and amortization			—		19,656		—		29		—		19,685
Selling, general and administrative			—		29,274		—		424		—		29,698
Accretion of asset retirement obligations			—		300		—		—		—		300
Total costs and operating expenses			—		4,641,664		—		51,214		(52,162)		4,640,716
Income from operations		$	—	$	104,356	$	—	$	12,877	$	—	$	117,233
Other income (expense)
Interest income			—		13		—		—		—		13
Interest expense			—		(10,527)		—		—		—		(10,527)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		94		—		800		—		894
Total other income (expense)		$	—	$	(10,420)	$	—	$	800	$	—	$	(9,620)
Income from continuing operations before income taxes			—		93,936		—		13,677		—		107,613
Income tax expense			—		29,533		—		4,848		—		34,381
Income from continuing operations			—		64,403		—		8,829		—		73,232
Income from discontinued operations, net of taxes			—		—		—		—		—		—
Equity earnings in affiliates, net of tax			73,232		8,829		—		—		(82,061)		—
Net Income		$	73,232	$	73,232	$	—	$	8,829	$	(82,061)	$	73,232

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Three Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	4,240,293	$	—	$	—	$	(64,411)	$	4,175,882
Merchandise sales			—		553,370		—		—		—		553,370
Ethanol sales and other			—		30,377		—		83,836		—		114,213
Total revenues		$	—	$	4,824,040	$	—	$	83,836	$	(64,411)	$	4,843,465
Costs and operating expenses
Petroleum product cost of goods sold			—		4,069,898		—		—		(64,411)		4,005,487
Merchandise cost of goods sold			—		482,464		—		—		—		482,464
Ethanol cost of goods sold			—		—		—		68,909		—		68,909
Station and other operating expenses			—		116,226		—		8,484		—		124,710
Depreciation and amortization			—		18,515		—		21		—		18,536
Selling, general and administrative			—		27,614		—		829		—		28,443
Accretion of asset retirement obligations			—		278		—		—		—		278
Total costs and operating expenses			—		4,714,995		—		78,243		(64,411)		4,728,827
Income from operations		$	—	$	109,045	$	—	$	5,593	$	—	$	114,638
Other income (expense)
Interest income			—		453		—		—		—		453
Interest expense			—		(16)		—		—		—		(16)
Gain on sale of assets			—		—		—		—		—		—
Other nonoperating income			—		8		—		—		—		8
Total other income (expense)		$	—	$	445	$	—	$	—	$	—	$	445
Income from continuing operations before income taxes			—		109,490		—		5,593		—		115,083
Income tax expense			—		42,778		—		1,987		—		44,765
Income from continuing operations			—		66,712		—		3,606		—		70,318
Income from discontinued operations, net of taxes			—		—		—		7,309		—		7,309
Net Income		$	—	$	66,712	$	—	$	10,915	$	—	$	77,627

CONSOLIDATING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Petroleum product sales		$	—	$	7,808,126	$	—	$	—	$	(92,085)	$	7,716,041
Merchandise sales			—		1,050,982		—		—		—		1,050,982
Ethanol sales and other			—		42,381		—		112,879		—		155,260
Total revenues		$	—	$	8,901,489	$	—	$	112,879	$	(92,085)	$	8,922,283
Costs and operating expenses
Petroleum product cost of goods sold			—		7,535,565		—		—		(92,085)		7,443,480
Merchandise cost of goods sold			—		905,371		—		—		—		905,371
Ethanol cost of goods sold			—		—		—		79,537		—		79,537
Station and other operating expenses			—		238,044		—		17,656		—		255,700
Depreciation and amortization			—		39,290		—		56		—		39,346
Selling, general and administrative			—		56,900		1		868		—		57,769
Accretion of asset retirement obligations			—		597		—		—		—		597
Total costs and operating expenses			—		8,775,767		1		98,117		(92,085)		8,781,800
Income from operations		$	—	$	125,722	$	(1)	$	14,762	$	—	$	140,483
Other income (expense)
Interest income			—		28		—		—		—		28
Interest expense			—		(19,622)		—		—		—		(19,622)
Gain on sale of assets			—		170		—		—		—		170
Other nonoperating income			—		206		—		800		—		1,006
Total other income (expense)		$	—	$	(19,218)	$	—	$	800	$	—	$	(18,418)
Income from continuing operations before income taxes			—		106,504		(1)		15,562		—		122,065
Income tax expense			—		34,465		—		5,516		—		39,981
Income from continuing operations			—		72,039		(1)		10,046		—		82,084
Income from discontinued operations, net of taxes			—		—		—		781		—		781
Equity earnings in affiliates, net of tax			190,441		79,448		—		—		(269,889)		—
Net Income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865

COMBINING INCOME STATEMENT

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Revenues		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Petroleum product sales		$	—	$	8,051,065	$	—	$	—	$	(112,571)	$	7,938,494
Merchandise sales			—		1,068,839		—		—		—		1,068,839
Ethanol sales and other			—		44,441		—		149,682		—		194,123
Total revenues		$	—	$	9,164,345	$	—	$	149,682	$	(112,571)	$	9,201,456
Costs and operating expenses
Petroleum product cost of goods sold			—		7,759,289		—		—		(112,571)		7,646,718
Merchandise cost of goods sold			—		931,259		—		—		—		931,259
Ethanol cost of goods sold			—		—		—		130,614		—		130,614
Station and other operating expenses			—		229,733		—		15,947		—		245,680
Depreciation and amortization			—		36,575		—		31		—		36,606
Selling, general and administrative			—		58,741		1		1,933		—		60,675
Accretion of asset retirement obligations			—		547		—		—		—		547
Total costs and operating expenses			—		9,016,144		1		148,525		(112,571)		9,052,099
Income from operations		$	—	$	148,201	$	(1)	$	1,157	$	—	$	149,357
Other income (expense)
Interest income			—		734		—		—		—		734
Interest expense			—		(142)		—		—		—		(142)
Gain on sale of assets			—		8		—		—		—		8
Other nonoperating income			—		23		—		—		—		23
Total other income (expense)		$	—	$	623	$	—	$	—	$	—	$	623
Income from continuing operations before income taxes			—		148,824		(1)		1,157		—		149,980
Income tax expense			—		58,645		—		464		—		59,109
Income from continuing operations			—		90,179		(1)		693		—		90,871
Income from discontinued operations, net of taxes			—		—		—		8,803		—		8,803
Net Income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674

CONSOLIDATING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Net income		$	190,441	$	151,487	$	(1)	$	10,827	$	(269,889)	$	82,865
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(781)		—		(781)
Depreciation and amortization			—		39,290		—		56		—		39,346
Amortization of deferred major repair costs			—				—		433		—		433
Deferred and noncurrent income tax charges (credits)			—		(19,336)		—		8,398		—		(10,938)
Accretion on discounted liabilities			—		597		—		—		—		597
Pretax gains from sale of assets			—		(170)		—		—		—		(170)
Net decrease (increase) in noncash operating working capital			—		22,703		—		(3,837)		—		18,866
Equity in earnings			(190,441)		(79,448)		—		—		269,889		—
Other operating activities-net			—		8,211		—		—		—		8,211
Net cash provided by (required by) continuing operations			—		123,334		(1)		15,096		—		138,429
Net cash provided by discontinued operations			—		—		—		134		—		134
Net cash provided by (required by) operating activities			—		123,334		(1)		15,230		—		138,563
Investing Activities
Property additions			—		(52,781)		—		(273)		—		(53,054)
Proceeds from sale of assets			—		279		—		—		—		279
Expenditures for major repairs			—		—		—		(728)		—		(728)
Other inventory activities-net			—				—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		1,097		—		1,097
Other			—		—		—		—		—		—
Net cash provided by (required by) investing activities			—		(52,502)		—		96		—		(52,406)
Financing Activities
Purchase of treasury stock			(50,021)		—		—		—		—		(50,021)
Repayments of long-term debt			—		(70,000)		—		—		—		(70,000)
Debt issuance costs					(99)								(99)
Amounts related to share-based compensation activities			—		(541)		—		—		—		(541)
Net distributions to parent			50,021		(36,009)		1		(14,013)		—		—
Net cash provided by (required by) financing activities			—		(106,649)		1		(14,013)		—		(120,661)
Net increase (decrease) in cash and cash equivalents			—		(35,817)		—		1,313		—		(34,504)
Cash and cash equivalents at January 1			—		294,741		—		—		—		294,741
Cash and cash equivalents at June 30		$	—	$	258,924	$	—	$	1,313	$	—	$	260,237

COMBINING STATEMENT OF CASH FLOW

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Operating Activities		Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Combined
Net income		$	—	$	90,179	$	(1)	$	9,496	$	—	$	99,674
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax			—		—		—		(8,803)		—		(8,803)
Depreciation and amortization			—		36,575		—		31		—		36,606
Amortization of deferred major repair costs			—		—		—		221		—		221
Deferred and noncurrent income tax charges (credits)			—		(8,745)		—		2,057		—		(6,688)
Accretion on discounted liabilities			—		547		—		—		—		547
Pretax gains from sale of assets			—		(8)		—		—		—		(8)
Net decrease in noncash operating working capital			—		24,591		—		20,931		—		45,522
Other operating activities-net			—		10,876		—		—		—		10,876
Net cash provided by (required by) continuing operations			—		154,015		(1)		23,933		—		177,947
Net cash provided by discontinued operations			—		—		—		6,805				6,805
Net cash provided by (required by) operating activities			—		154,015		(1)		30,738		—		184,752
Investing Activities
Property additions			—		(94,064)		—		(1,045)		—		(95,109)
Proceeds from sale of assets			—		36		—		—		—		36
Expenditures for major repairs			—		—		—		(280)		—		(280)
Other inventory activities-net			—		—		—		—		—		—
Investing activities of discontinued operations
Sales proceeds			—		—		—		—		—		—
Other			—		—		—		(468)		—		(468)
Net cash required by investing activities			—		(94,028)		—		(1,793)		—		(95,821)
Financing Activities
Purchase of treasury stock			—		—		—		—		—		—
Repayments of long-term debt			—		—		—		(24)		—		(24)
Debt issuance costs			—		—		—		—		—		—
Amounts related to share-based compensation activities			—		—		—		—		—		—
Net distributions to parent			—		(57,772)		1		(28,921)		—		(86,692)
Net cash provided by (required by) financing activities			—		(57,772)		1		(28,945)		—		(86,716)
Net increase in cash and cash equivalents			—		2,215		—		—		—		2,215
Cash and cash equivalents at January 1			—		57,373		—		—		—		57,373
Cash and cash equivalents at June 30		$	—	$	59,588	$	—	$	—	$	—	$	59,588

CONSOLIDATING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2014
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2013	$	467	$	1	$	60	$	—	$	(61)	$	467
Issuance of common stock		1		—		—		—		—		1
Balance as of June 30, 2014	$	468	$	1	$	60	$	—	$	(61)	$	468
Treasury Stock
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		(50,021)		—		—		—		—		(50,021)
Balance as of June 30, 2014	$	(50,021)	$	—	$	—	$	—	$	—	$	(50,021)
APIC
Balance as of December 31, 2013	$	1,228,370	$	548,758	$	52,004	$	35,677	$	(1,316,516)	$	548,293
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		(542)		—		—		—		(542)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		4,849		—		—		—		4,849
Balance as of June 30, 2014	$	1,228,370	$	553,065	$	52,004	$	35,677	$	(1,316,516)	$	552,600
Net Parent Investment
Balance as of December 31, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2014	$	—	$	—	$	—	$	—	$	—	$	—
Retained Earnings
Balance as of December 31, 2013	$	—	$	38,954	$	—	$	68,622	$	—	$	107,576
Net income		190,441		151,487		(1)		10,827		(269,889)		82,865
Balance as of June 30, 2014	$	190,441	$	190,441	$	(1)	$	79,449	$	(269,889)	$	190,441

COMBINING STATEMENT OF CHANGES IN EQUITY

(unaudited)

(Thousands of dollars)	Six Months Ended June 30, 2013
Statement of Stockholders' Equity/Net Parent Investment	Parent Company		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Common Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Treasury Stock
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Repurchase of common stock		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
APIC
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Issuance of common stock		—		—		—		—		—		—
Shares withheld to satisfy tax withholdings		—		—		—		—		—		—
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Share-based compensation expense		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—
Net Parent Investment
Balance as of December 31, 2012	$	—	$	1,123,467	$	53,895	$	117,550	$	(190,461)	$	1,104,451
Net income		—		90,179		(1)		9,496		—		99,674
Dividend paid to former parent		—		—		—		—		—		—
Net transfers to/between former parent		—		(85,245)		—		—		—		(85,245)
Reclassification of net parent investment to APIC		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	1,128,401	$	53,894	$	127,046	$	(190,461)	$	1,118,880
Retained Earnings
Balance as of December 31, 2012	$	—	$	—	$	—	$	—	$	—	$	—
Net income		—		—		—		—		—		—
Balance as of June 30, 2013	$	—	$	—	$	—	$	—	$	—	$	—

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Other Financial Information

6 Months Ended

Jun. 30, 2014

Other Financial Information [Abstract]

Other Financial Information

Note 12 — Other Financial Information

ETHANOL SALES AND OTHER – Ethanol sales and other revenue in the Consolidated and Combined Income Statements include the following items: 

	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands of dollars)	2014		2013		2014		2013
Sales of ethanol and related plant products	$	64,088	$	83,836	$	112,876	$	149,682
Renewable Identification Numbers (RINs) sales		23,261		29,685		40,854		42,985
Other		646		692		1,530		1,456
Total ethanol sales and other revenue	$	87,995	$	114,213	$	155,260	$	194,123

CASH FLOW DISCLOSURES — Cash income taxes paid (collected), net of refunds, were $71,469,000 and$(6,569,000) for the six month periods ended June 30, 2014 and 2013, respectively. Interest paid was $17,070,000 and $144,000 for the six month periods ended June 30, 2014 and 2013, respectively. Noncash additions to net parent investment related primarily to settlement of income taxes were $0 and $1,447,000 for the six month periods ended June 30, 2014 and 2013, respectively.

	Six Months Ended June 30,
(Thousands of dollars)	2014		2013
Accounts receivable	$	(63,984)	$	139,767
Inventories		13,019		21,459
Prepaid expenses		(1,063)		(2,158)
Accounts payable and accrued liabilities		91,480		(117,590)
Income taxes payable		(22,103)		4,936
Current deferred income tax liabilities		1,517		(892)
Net decrease in noncash operating working capital	$	18,866	$	45,522

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Incentive Plans

6 Months Ended

Jun. 30, 2014

Incentive Plans [Abstract]

Incentive Plans

Note 8 — Incentive Plans

Prior to the separation and distribution, our employees participated in the Murphy Oil 2007 Long-Term Incentive Plan (the “2007 Plan”) and the Murphy Oil 2012 Long-Term Incentive Plan (the “2012 Plan”) and received Murphy Oil restricted stock awards and options to purchase shares of Murphy Oil common stock. While participating in these two plans, costs resulting from share-based payment transactions were allocated and recognized as an expense in the financial statements using a fair value-based measurement method over the periods that the awards vested. Certain employees of the Company have received annual grants in the form of Murphy Oil stock options, restricted stock units and other forms of share based payments prior to the separation and distribution. Accordingly, the Company has accounted for expense for these plans in accordance with SAB Topic 1-B for periods prior to the separation and distribution. 

2013 Long-Term Incentive Plan

Effective August 30, 2013, certain of our employees participate in the Murphy USA 2013 Long-Term Incentive Plan which was subsequently amended and restated effective as of February 12, 2014 (the “MUSA 2013 Plan”). The MUSA 2013 Plan authorizes the Executive Compensation Committee of our Board of Directors (“the Committee”) to grant non-qualified or incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), cash awards, and performance awards to our employees. No more than 5.5 million shares of MUSA common stock may be delivered under the MUSA 2013 Plan and no more than 1 million shares of common stock may be awarded to any one employee, subject to adjustment for changes in capitalization. The maximum cash amount payable pursuant to any “performance-based” award to any participant in any calendar year is $5 million.

On February 11, 2014, the Committee granted nonqualified stock options for 127,400 shares at an exercise price of $39.46 per share under the terms of the MUSA 2013 Plan.  The Black-Scholesvaluation for these awards is $11.44 per option.  The Committee also awarded time-based restricted stock units and performance-based restricted stock units (performance units) to certain employees on the same date.   There were 39,250 time-based restricted units granted at a grant date fair value of $39.46 along with 78,500 performance units.  Half of the performance units vest based on a 3-year return on average capital employed (ROACE) calculation and the other half vest based on a 3-year total shareholder return (TSR) calculation that compares MUSA to a group of 17 peer companies.  The portion of the awards that vest based on TSR qualify as a market condition and must be valued using a Monte Carlovaluation model.  For the TSR portion of the awards, the fair value was determined to be $43.41 per unit.  For the ROACE portion of the awards, the valuation will be based on the grant date fair value of $39.46 per unit and the number of awards will be periodically assessed to determine the probability of vesting. 

On March 3, 2014, the Committee also granted 53,475 time-based restricted stock units granted to certain employees with a grant date fair value of $40.00 per unit. 

2013 Stock Plan for Non-employee Directors

Effective August 8, 2013, Murphy USA adopted the 2013 Murphy USA Stock Plan for Non-employee Directors (the “Directors Plan”).  The directors for Murphy USA are compensated with a mixture of cash payments and equity-based awards.  Awards under the Directors Plan may be in the form of restricted stock, restricted stock units, stock options, or a combination thereof.  An aggregate of 500,000 shares of common stock shall be available for issuance of grants under the Directors Plan. 

During the first quarter of 2014, the Company issued 22,437 restricted stock units to its non-employee directors at a weighted average grant date fair value of $39.07 per share.  These shares vest in three years from the grant date. 

For the six months ended June 30, 2014 and 2013, share based compensation was $4.8 million and $4.3 million, respectively.  For the six months ended June 30, 2014 and 2013, cash received from options exercised under all share-based payment arrangements was not material.  The related income tax benefit realized for the tax deductions from options exercised for the six months ended June 30, 2014 and 2013, was not material. 

As of June 30, 2014, unrecognized compensation cost related to stock option awards was $3.2 million, which is expected to be recognized over a weighted average period of 1.8 years. Unrecognized compensation cost related to restricted stock awards was $16.3 million, which is expected to be recognized over a weighted average period of 2.5 years.

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Assets And Liabilities Measured At Fair Value (Schedule Of Carrying Amounts And Estimated Fair Value Of Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Assets And Liabilities Measured At Fair Value [Abstract]
Current and long-term debt, Carrying Amount	$ (492,012)	$ (561,578)
Current and long-term debt. Fair Value	$ (514,678)	$ (559,411)

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2014

Asset Retirement Obligations [Abstract]

Asset Retirement Obligations

Note 6 — Asset Retirement Obligations (ARO)

The majority of the ARO recognized by the Company at June 30, 2014 and December 31, 2013 related to the estimated costs to dismantle and abandon certain of its retail gasoline stations. The Company has not recorded an ARO for certain of its marketing assets because sufficient information is presently not available to estimate a range of potential settlement dates for the obligation. These assets are consistently being upgraded and are expected to be operational into the foreseeable future. In these cases, the obligation will be initially recognized in the period in which sufficient information exists to estimate the obligation.

A reconciliation of the beginning and ending aggregate carrying amount of the ARO is shown in the following table.

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Balance at beginning of period	$	17,130	$	15,401
Accretion expense		597		1,096
Liabilities incurred		350		633
Balance at end of period	$	18,077	$	17,130

The estimation of future ARO is based on a number of assumptions requiring professional judgment. The Company cannot predict the type of revisions to these assumptions that may be required in future periods due to the lack of availability of additional information.

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Taxes [Abstract]

Income Taxes

Note 7— Income Taxes

The effective tax rate is calculated as the amount of income tax expense divided by income before income tax expense. For the three month and six month periods ended June 30, 2014 and 2013, the Company’s effective tax rates were as follows:

	2014	2013
Three months ended June 30	31.9%	38.9%
Six months ended June 30	32.8%	39.4%

The effective tax rate for the three month and six month periods ended June 30, 2014 is lower than the U.S. Federal statutory rate due to a tax benefit recorded in the period to lower the effective state tax rate.  This adjustment to a lower state tax rate generated a benefit of $6.8 million that was recorded during the second quarter of 2014.  The effective tax rate for the three months ended June 30, 2013 exceeded the U.S. Federal tax rate of 35% primarily due to U.S. state tax expense.

The Company was included in Murphy Oil’s tax returns for the periods prior to the separation in multiple jurisdictions that remain subject to audit by taxing authorities. These audits often take years to complete and settle. As of June 30, 2014, the earliest year remaining open for audit and/or settlement in the United States is2010.  Although the Company believes that recorded liabilities for unsettled issues are adequate, additional gains or losses could occur in future periods from resolution of outstanding unsettled matters.

Under U.S. GAAP the financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company has not recorded any effect for unrecognized income tax benefits for the periods reported.

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Employee And Retiree Benefit Plans

6 Months Ended

Jun. 30, 2014

Employee And Retiree Benefit Plans [Abstract]

Employee And Retiree Benefit Plans

Note 9 — Employee and Retiree Benefit Plans

PENSION AND POSTRETIREMENT PLANS — Murphy Oil has defined benefit pension plans that are principally noncontributory and cover most full-time employees. Upon separation from Murphy Oil, all amounts for these plans related to Murphy USA were frozen and retained by Murphy Oil. Therefore, the assets and liabilities related to Murphy USA employees in these plans are not included in these financial statements as Murphy USA is considered to be participating in multiple employer benefit plans due to co-mingling of various plan assets. However, the periodic benefit expense for each period includes the expense of the U.S. benefit plans. All U.S. tax qualified plans meet the funding requirements of federal laws and regulations. Murphy Oil also sponsors health care and life insurance benefit plans, which are not funded, that cover most retired U.S. employees. The health care benefits are contributory; the life insurance benefits are noncontributory. Murphy USA does not expect to have similar pension or post-retirement plans for its employees.

The table that follows provides the components of net periodic benefit expense associated with Company employees for the three months and six months ended June 30, 2013 as there was no comparable expense for the three months and six months ended June 30, 2014. 

	Three Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	1,202	$	—	$	553
Interest cost		—		1,143		—		374
Expected return on plan assets		—		(1,207)		—		—
Amortization of prior service cost (benefits)		—		21		—		(3)
Recognized actuarial loss		—		888		—		138
Net periodic benefit expense	$	—	$	2,047	$	—	$	1,062
	Six Months Ended June 30,
					Other Postretirement
	Pension Benefits				Benefits
(Thousands of dollars)	2014		2013		2014		2013
Service cost	$	—	$	2,600	$	—	$	1,078
Interest cost		—		1,955		—		734
Expected return on plan assets		—		(1,989)		—		—
Amortization of prior service cost (benefits)		—		39		—		(5)
Recognized actuarial loss		—		1,516		—		271
Net periodic benefit expense	$	—	$	4,121	$	—	$	2,078

U.S. Health Care Reform — In March 2010, the United States Congress enacted a health care reform law. Along with other provisions, the law (a) eliminated the tax free status of federal subsidies to companies with qualified retiree prescription drug plans that are actuarially equivalent to Medicare Part D plans beginning in 2013; (b) imposes a 40% excise tax on high-cost health plans as defined in the law beginning in 2018; (c) eliminated lifetime or annual coverage limits and required coverage for preventative health services beginning in September 2010; and (d) imposed a fee of $2 (subsequently adjusted for inflation) for each person covered by a health insurance policy beginning in September 2010. The new law did not significantly affect the Company’s consolidated and combined financial statements as of June 30, 2014 and December 31, 2013 and for the three month or six month periods ended June 30, 2014 and 2013.

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Guarantor Subsidiaries (Consolidating Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 260,237	$ 294,741	$ 59,588	$ 57,373
Accounts receivable - trade, less allowance for doubtful accounts of $4,456 in 2014 and $4,456 in 2013	257,163	193,181
Inventories, at lower of cost or market	166,035	179,055
Prepaid expenses and other current assets	16,474	15,439
Total current assets	699,909	682,416
Property, plant and equipment, at cost less accumulated depreciation and amortization	1,204,044	1,190,723
Deferred charges and other assets	5,882	8,103
Total assets	1,909,835	1,881,242
Current liabilities
Current maturities of long-term debt		14,000
Trade accounts payable and accrued liabilities	524,950	433,228
Income taxes payable	50,464	72,146
Deferred income taxes	8,660	7,143
Total current liabilities	584,074	526,517
Long-term debt	492,012	547,578
Deferred income taxes	103,994	114,932
Asset retirement obligations	18,077	17,130
Deferred credits and other liabilities	18,190	18,749
Total liabilities	1,216,347	1,224,906
Stockholders' Equity/Net Investment
Preferred Stock, par $0.01, (authorized 20,000,000 shares, none outstanding)
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	468	467
Treasury stock (1,040,636 shares held at June 30, 2014)	(50,021)
Additional paid in capital (APIC)	552,600	548,293
Retained earnings	190,441	107,576
Total stockholders' equity/net investment	693,488	656,336	1,118,880	1,104,451
Total liabilities and stockholders' equity/net investment	1,909,835	1,881,242
Eliminations [Member]
Current assets
Investments in subsidiaries	(1,586,466)	(1,228,837)
Deferred charges and other assets		(87,740)
Deferred tax assets	(5,121)
Total assets	(1,591,587)	(1,316,577)
Current liabilities
Deferred income taxes	(5,121)
Total liabilities	(5,121)
Stockholders' Equity/Net Investment
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	(61)	(61)
Additional paid in capital (APIC)	(1,316,516)	(1,316,516)
Retained earnings	(269,889)
Total stockholders' equity/net investment	(1,586,466)	(1,316,577)
Total liabilities and stockholders' equity/net investment	(1,591,587)	(1,316,577)
Parent Company [Member]
Current assets
Investments in subsidiaries	1,419,279	1,228,837
Total assets	1,419,279	1,228,837
Current liabilities
Inter-company accounts payable	50,021
Total current liabilities	50,021
Total liabilities	50,021
Stockholders' Equity/Net Investment
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	468	467
Treasury stock (1,040,636 shares held at June 30, 2014)	(50,021)
Additional paid in capital (APIC)	1,228,370	1,228,370
Retained earnings	190,441
Total stockholders' equity/net investment	1,369,258	1,228,837
Total liabilities and stockholders' equity/net investment	1,419,279	1,228,837
Issuer [Member]
Current assets
Cash and cash equivalents	258,924	294,741	59,588	57,373
Accounts receivable - trade, less allowance for doubtful accounts of $4,456 in 2014 and $4,456 in 2013	253,910	191,904
Inventories, at lower of cost or market	146,079	157,795
Prepaid expenses and other current assets	13,514	12,217
Total current assets	672,427	656,657
Property, plant and equipment, at cost less accumulated depreciation and amortization	1,202,187	1,189,082
Investments in subsidiaries	167,187
Deferred charges and other assets	5,348	95,604
Total assets	2,047,149	1,941,343
Current liabilities
Current maturities of long-term debt		14,000
Inter-company accounts payable	82,877	119,366
Trade accounts payable and accrued liabilities	522,029	429,763
Income taxes payable	52,682	71,450
Deferred income taxes	8,660	7,143
Total current liabilities	666,248	641,722
Long-term debt	492,012	547,578
Deferred income taxes	109,115	128,451
Asset retirement obligations	18,077	17,130
Deferred credits and other liabilities	18,190	18,749
Total liabilities	1,303,642	1,353,630
Stockholders' Equity/Net Investment
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	1	1
Additional paid in capital (APIC)	553,065	548,758
Retained earnings	190,441	38,954
Total stockholders' equity/net investment	743,507	587,713
Total liabilities and stockholders' equity/net investment	2,047,149	1,941,343
Guarantor Subsidiaries [Member]
Current liabilities
Inter-company accounts payable	(52,073)	(52,107)
Income taxes payable	10	43
Total current liabilities	(52,063)	(52,064)
Total liabilities	(52,063)	(52,064)
Stockholders' Equity/Net Investment
Common Stock, par $0.01, (authorized 200,000,000 shares, 46,765,221 issued and 46,743,633 shares issued and outstanding at 2014 and 2013, respectively)	60	60
Additional paid in capital (APIC)	52,004	52,004
Retained earnings	(1)
Total stockholders' equity/net investment	52,063	52,064
Non-Guarantor Subsidiaries [Member]
Current assets
Cash and cash equivalents	1,313
Accounts receivable - trade, less allowance for doubtful accounts of $4,456 in 2014 and $4,456 in 2013	3,253	1,277
Inventories, at lower of cost or market	19,956	21,260
Prepaid expenses and other current assets	2,960	3,222
Total current assets	27,482	25,759
Property, plant and equipment, at cost less accumulated depreciation and amortization	1,857	1,641
Deferred charges and other assets	534	239
Deferred tax assets	5,121
Total assets	34,994	27,639
Current liabilities
Inter-company accounts payable	(80,825)	(67,259)
Trade accounts payable and accrued liabilities	2,921	3,465
Income taxes payable	(2,228)	653
Total current liabilities	(80,132)	(63,141)
Deferred income taxes		(13,519)
Total liabilities	(80,132)	(76,660)
Stockholders' Equity/Net Investment
Additional paid in capital (APIC)	35,677	35,677
Retained earnings	79,449	68,622
Total stockholders' equity/net investment	115,126	104,299
Total liabilities and stockholders' equity/net investment	$ 34,994	$ 27,639

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Guarantor Subsidiaries (Consolidating Statement Of Cash Flow) (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating Activities
Net income	$ 82,865,000	$ 99,674,000
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax	(781,000)	(8,803,000)
Depreciation and amortization	39,346,000	36,606,000
Amortization of deferred major repair costs	433,000	221,000
Deferred and noncurrent income tax charges (credits)	(10,938,000)	(6,688,000)
Accretion on discounted liabilities	597,000	547,000
Pretax gains from sale of assets	(170,000)	(8,000)
Net decrease (increase) in noncash operating working capital	18,866,000	45,522,000
Other operating activities - net	8,211,000	10,876,000
Net cash provided by (required by) continuing operations	138,429,000	177,947,000
Net cash provided by discontinued operations	134,000	6,805,000
Net cash provided by (required by) operating activities	138,563,000	184,752,000
Investing Activities
Property additions	(53,054,000)	(95,109,000)
Proceeds from sale of assets	279,000	36,000
Expenditures for major repairs	(728,000)	(280,000)
Investing activities of discontinued operations
Sales proceeds	1,097,000
Other		(468,000)
Net cash provided by (required by) investing activities	(52,406,000)	(95,821,000)
Financing Activities
Purchase of treasury stock	(50,021,000)
Repayments of long-term debt	(70,000,000)	(24,000)
Debt issuance costs	(99,000)
Amounts related to share-based compensation activities	(541,000)
Net distributions to parent		(86,692,000)
Net cash provided by (required by) financing activities	(120,661,000)	(86,716,000)
Net increase (decrease) in cash and cash equivalents	(34,504,000)	2,215,000
Cash and cash equivalents at January 1	294,741,000	57,373,000
Cash and cash equivalents at June 30	260,237,000	59,588,000
Eliminations [Member]
Operating Activities
Net income	(269,889,000)
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings	269,889,000
Parent Company [Member]
Operating Activities
Net income	190,441,000
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings	(190,441,000)
Financing Activities
Purchase of treasury stock	(50,021,000)
Net distributions to parent	50,021,000
Issuer [Member]
Operating Activities
Net income	151,487,000	90,179,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	39,290,000	36,575,000
Deferred and noncurrent income tax charges (credits)	(19,336,000)	(8,745,000)
Accretion on discounted liabilities	597,000	547,000
Pretax gains from sale of assets	(170,000)	(8,000)
Net decrease (increase) in noncash operating working capital	22,703,000	24,591,000
Equity in earnings	(79,448,000)
Other operating activities - net	8,211,000	10,876,000
Net cash provided by (required by) continuing operations	123,334,000	154,015,000
Net cash provided by (required by) operating activities	123,334,000	154,015,000
Investing Activities
Property additions	(52,781,000)	(94,064,000)
Proceeds from sale of assets	279,000	36,000
Investing activities of discontinued operations
Net cash provided by (required by) investing activities	(52,502,000)	(94,028,000)
Financing Activities
Repayments of long-term debt	(70,000,000)
Debt issuance costs	(99,000)
Amounts related to share-based compensation activities	(541,000)
Net distributions to parent	(36,009,000)	(57,772,000)
Net cash provided by (required by) financing activities	(106,649,000)	(57,772,000)
Net increase (decrease) in cash and cash equivalents	(35,817,000)	2,215,000
Cash and cash equivalents at January 1	294,741,000	57,373,000
Cash and cash equivalents at June 30	258,924,000	59,588,000
Guarantor Subsidiaries [Member]
Operating Activities
Net income	(1,000)	(1,000)
Adjustments to reconcile net income to net cash provided by operating activities
Net cash provided by (required by) continuing operations	(1,000)	(1,000)
Net cash provided by (required by) operating activities	(1,000)	(1,000)
Financing Activities
Net distributions to parent	1,000	1,000
Net cash provided by (required by) financing activities	1,000	1,000
Non-Guarantor Subsidiaries [Member]
Operating Activities
Net income	10,827,000	9,496,000
Adjustments to reconcile net income to net cash provided by operating activities
(Income) loss from discontinued operations, net of tax	(781,000)	(8,803,000)
Depreciation and amortization	56,000	31,000
Amortization of deferred major repair costs	433,000	221,000
Deferred and noncurrent income tax charges (credits)	8,398,000	2,057,000
Net decrease (increase) in noncash operating working capital	(3,837,000)	20,931,000
Net cash provided by (required by) continuing operations	15,096,000	23,933,000
Net cash provided by discontinued operations	134,000	6,805,000
Net cash provided by (required by) operating activities	15,230,000	30,738,000
Investing Activities
Property additions	(273,000)	(1,045,000)
Expenditures for major repairs	(728,000)	(280,000)
Investing activities of discontinued operations
Sales proceeds	1,097,000
Other		(468,000)
Net cash provided by (required by) investing activities	96,000	(1,793,000)
Financing Activities
Repayments of long-term debt		(24,000)
Net distributions to parent	(14,013,000)	(28,921,000)
Net cash provided by (required by) financing activities	(14,013,000)	(28,945,000)
Net increase (decrease) in cash and cash equivalents	1,313,000
Cash and cash equivalents at June 30	$ 1,313,000

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Business Segments (Summary Of Information By Business Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Segment Reporting Information [Line Items]
Total Assets	$ 1,909,835		$ 1,909,835		$ 1,881,242
External Revenues	4,757,949	4,843,465	8,922,283	9,201,456
Income (Loss)	73,232	70,318	82,084	90,871
Discontinued operations		7,309	781	8,803
Total Income (Loss)	73,232	77,627	82,865	99,674
Parent Company [Member]
Segment Reporting Information [Line Items]
Total Assets	1,419,279		1,419,279		1,228,837
Total Income (Loss)	73,232		190,441
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Assets	1,909,835		1,909,835
External Revenues	4,757,949	4,843,465	8,922,283	9,201,456
Income (Loss)	73,232	70,318	82,084	90,871
Operating Segments [Member] | Marketing [Member]
Segment Reporting Information [Line Items]
Total Assets	1,851,969		1,851,969
External Revenues	4,693,858	4,759,628	8,809,295	9,051,775
Income (Loss)	71,660	66,553	85,421	89,939
Operating Segments [Member] | Corporate and Other Assets [Member]
Segment Reporting Information [Line Items]
Total Assets	57,866		57,866
External Revenues	64,091	83,837	112,988	149,681
Income (Loss)	$ 1,572	$ 3,765	$ (3,337)	$ 932

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Assets And Liabilities Measured At Fair Value (Tables)

6 Months Ended

Jun. 30, 2014

Assets And Liabilities Measured At Fair Value [Abstract]

Schedule Of Fair Value Of Assets And Liabilities

	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	June 30,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2014		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	1,574		—	$	1,574		—
Liabilities
Commodity derivative contracts	$	(716)		—	$	(716)		—
	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	December 31,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2013		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	224		—	$	224		—
Liabilities
Commodity derivative contracts	$	(291)		—	$	(291)		—

Schedule Of Carrying Amounts And Estimated Fair Value Of Financial Instruments

	At June 30, 2014				At December 31, 2013
	Carrying				Carrying
(Thousands of dollars)	Amount		Fair Value		Amount		Fair Value
Financial liabilities
Current and long-term debt	$	(492,012)	$	(514,678)	$	(561,578)	$	(559,411)

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Financial Instruments And Risk Management (Summary Of Fair Value And Recognized Gains And Losses Of Derivative Instruments Not Designated As Hedging Instruments) (Details) (Commodity Contract [Member], USD $) In Thousands, unless otherwise specified							3 Months Ended		6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Accounts Receivable [Member] Not Designated as Hedging Instrument [Member]	Dec. 31, 2013 Accounts Receivable [Member] Not Designated as Hedging Instrument [Member]	Jun. 30, 2014 Accounts Payable [Member] Not Designated as Hedging Instrument [Member]	Dec. 31, 2013 Accounts Payable [Member] Not Designated as Hedging Instrument [Member]	Jun. 30, 2014 Fuel And Ethanol Costs Of Goods Sold [Member] Not Designated as Hedging Instrument [Member]	Jun. 30, 2013 Fuel And Ethanol Costs Of Goods Sold [Member] Not Designated as Hedging Instrument [Member]	Jun. 30, 2014 Fuel And Ethanol Costs Of Goods Sold [Member] Not Designated as Hedging Instrument [Member]	Jun. 30, 2013 Fuel And Ethanol Costs Of Goods Sold [Member] Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative contracts	$ 2,463	$ 233	$ 1,574	$ 224
Derivative contracts	1,605	300			716	291
Gain (Loss)							$ 2,084	$ 1,152	$ 619	$ (446)

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Contingencies

6 Months Ended

Jun. 30, 2014

Commitments And Contingencies [Abstract]

Contingencies

Note 14 — Contingencies

The Company’s operations and earnings have been and may be affected by various forms of governmental action. Examples of such governmental action include, but are by no means limited to: tax increases and retroactive tax claims; import and export controls; price controls; allocation of supplies of crude oil and petroleum products and other goods; laws and regulations intended for the promotion of safety and the protection and/or remediation of the environment; governmental support for other forms of energy; and laws and regulations affecting the Company’s relationships with employees, suppliers, customers, stockholders and others. Because governmental actions are often motivated by political considerations, may be taken without full consideration of their consequences, and may be taken in response to actions of other governments, it is not practical to attempt to predict the likelihood of such actions, the form the actions may take or the effect such actions may have on the Company.

ENVIRONMENTAL MATTERS AND LEGAL MATTERS — Murphy USA is subject to numerous federal, state and local laws and regulations dealing with the environment. Violation of such environmental laws, regulations and permits can result in the imposition of significant civil and criminal penalties, injunctions and other sanctions. A discharge of hazardous substances into the environment could, to the extent such event is not insured, subject the Company to substantial expense, including both the cost to comply with applicable regulations and claims by neighboring landowners and other third parties for any personal injury, property damage and other losses that might result.

The Company currently owns or leases, and has in the past owned or leased, properties at which hazardous substances have been or are being handled. Although the Company believes it has used operating and disposal practices that were standard in the industry at the time, hazardous substances may have been disposed of or released on or under the properties owned or leased by the Company or on or under other locations where they have been taken for disposal. In addition, many of these properties have been operated by third parties whose management of hazardous substances was not under the Company’s control. Under existing laws the Company could be required to remediate contaminated property (including contaminated groundwater) or to perform remedial actions to prevent future contamination. Certain of these contaminated properties are in various stages of negotiation, investigation, and/or cleanup, and the Company is investigating the extent of any related liability and the availability of applicable defenses. With the sale of the U.S. refineries in 2011, Murphy Oil retained certain liabilities related to environmental matters. Murphy Oil also obtained insurance covering certain levels of environmental exposures. The Company believes costs related to these sites will not have a material adverse effect on Murphy USA’s net income, financial condition or liquidity in a future period.

Certain environmental expenditures are likely to be recovered by the Company from other sources, primarily environmental funds maintained by certain states. Since no assurance can be given that future recoveries from other sources will occur, the Company has not recorded a benefit for likely recoveries at June 30, 2014, however certain jurisdictions provide reimbursement for these expenses which have been considered in recording the net exposure.  

The U.S. Environmental Protection Agency (EPA) currently considers the Company a Potentially Responsible Party (PRP) at one Superfund site. The potential total cost to all parties to perform necessary remedial work at this site may be substantial. However, based on current negotiations and available information, the Company believes that it is a de minimis party as to ultimate responsibility at the Superfund site. Accordingly, the Company has not recorded a liability for remedial costs at the Superfund site at June 30, 2014. The Company could be required to bear a pro rata share of costs attributable to nonparticipating PRPs or could be assigned additional responsibility for remediation at this site or other Superfund sites. The Company believes that its share of the ultimate costs to clean-up this site will be immaterial and will not have a material adverse effect on its net income, financial condition or liquidity in a future period.

Based on information currently available to the Company, the amount of future remediation costs to be incurred to address known contamination sites is not expected to have a material adverse effect on the Company’s future net income, cash flows or liquidity. However, there is the possibility that additional environmental expenditures could be required to address contamination, including as a result of discovering additional contamination or the imposition of new or revised requirements applicable to known contamination.

Murphy USA is engaged in a number of other legal proceedings, all of which the Company considers routine and incidental to its business. Based on information currently available to the Company, the ultimate resolution of those other legal matters is not expected to have a material adverse effect on the Company’s net income, financial condition or liquidity in a future period.

INSURANCE — The Company maintains insurance coverage at levels that are customary and consistent with industry standards for companies of similar size. Murphy USA maintains statutory workers compensation insurance with a deductible of $0.5million per occurrence and other insurance programs for general and auto liability. As of June 30, 2014, there were a number of outstanding claims that are of a routine nature. The estimated incurred but unpaid liabilities relating to these claims are included in Trade account payables and accrued liabilities on the Consolidated Balance Sheets. While the ultimate outcome of these claims cannot presently be determined, management believes that the accrued liability of $4.5 million will be sufficient to cover the related liability for all insurance claims and that the ultimate disposition of these claims will have no material effect on the Company’s financial position and results of operations.

The Company was insured under Murphy Oil’s insurance policies for occurrences prior to the completion of the separation. The specifications and insured limits under those policies, however, were at a level consistent with Murphy Oil as a whole. Following the separation, the Company has obtained insurance coverage as appropriate for the business in which it is engaged, but may incur losses that are not covered by insurance or reserves, in whole or in part, and such losses could adversely affect our results of operations and financial position.

TAX MATTERS — Murphy USA is subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. New tax laws and regulations and changes in existing tax laws and regulations are continuously being enacted or proposed that could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities because of these audits may subject us to interest and penalties.

OTHER MATTERS — In the normal course of its business, the Company is required under certain contracts with various governmental authorities and others to provide financial guarantees or letters of credit that may be drawn upon if the Company fails to perform under those contracts. At June 30, 2014, the Company had contingent liabilities of $16.2 million on outstanding letters of credit. The Company has not accrued a liability in its balance sheet related to these financial guarantees and letters of credit because it is believed that the likelihood of having these drawn is remote.

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Inventories (Tables)

6 Months Ended

Jun. 30, 2014

Inventories [Abstract]

Summary Of Inventory

	June 30,		December 31,
(Thousands of dollars)	2014		2013
Refined products and blendstocks - FIFO basis	$	373,705	$	372,531
Less LIFO reserve - refined products and blendstocks		(318,135)		(307,706)
Refined products and blendstocks - LIFO basis		55,570		64,825
Store merchandise for resale		93,649		97,058
Corn based products		11,782		12,447
Materials and supplies		5,034		4,725
Total inventories	$	166,035	$	179,055

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Employee And Retiree Benefit Plans (Summary Of Components Of Net Periodic Benefit Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,202	$ 2,600
Interest cost	1,143	1,955
Expected return on plan assets	(1,207)	(1,989)
Amortization of prior service cost (benefits)	21	39
Recognized actuarial loss	888	1,516
Net periodic benefit expense	2,047	4,121
Other Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	553	1,078
Interest cost	374	734
Amortization of prior service cost (benefits)	(3)	(5)
Recognized actuarial loss	138	271
Net periodic benefit expense	$ 1,062	$ 2,078

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Inventories (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Inventories [Abstract]
Excess of LIFO replacement cost over carrying value		$ 318,135,000	$ 307,706,000
Benefit related to LIFO decrement	$ 17,781,000

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Consolidated And Combined Statements Of Income And Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Consolidated And Combined Statements Of Income And Comprehensive Income [Abstract]
Excise taxes	$ 483,082	$ 492,220	$ 928,487	$ 935,497

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Discontinued Operations

6 Months Ended

Jun. 30, 2014

Discontinued Operations [Abstract]

Discontinued Operations

Note 3 – Discontinued Operations

In November 2013, the Company announced that it had entered into negotiations to sell its Hankinson, North Dakota ethanol production facility as part of management’s strategic plan to exit non-core businesses. On December 19, 2013, the Company sold its wholly-owned subsidiary Hankinson Renewable Energy, LLC which owned and operated an ethanol manufacturing facility in Hankinson, North Dakota, and its related assets for $170,000,000 plus working capital adjustments of approximately $3,118,000. During January 2014, the final adjustments to working capital were made and the Company received an additional $1.1 million in sales proceeds which has been included in discontinued operations for the period.  The Company has accounted for all operations related to Hankinson Renewable, LLC as discontinued operations for all periods presented. The after-tax gain from disposal of the subsidiary (including associated inventories) was $52,542,000 in 2013 with an additional $781,000 in 2014 related to the final working capital adjustment.  

The results of operations associated with the Hankinson discontinued operations for the 2013 period are presented in the following table.

	Three Months Ended		Six Months Ended
(Thousands of dollars)	June 30, 2013		June 30, 2013
Revenues	$	100,490	$	198,312
Income (loss) from operations before income taxes		11,243		13,543
Gain on sale before income taxes		—		—
Total income (loss) from discontinued operations before taxes		11,243		13,543
Provision for income taxes		3,934		4,740
Income (loss) from discontinued operations	$	7,309	$	8,803

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Other Financial Information (Summary Of Changes In Operating Working Capital) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Other Financial Information [Abstract]
Accounts receivable	$ (63,984)	$ 139,767
Inventories	13,019	21,459
Prepaid expenses	(1,063)	(2,158)
Accounts payable and accrued liabilities	91,480	(117,590)
Income taxes payable	(22,103)	4,936
Current deferred income tax liabilities	1,517	(892)
Net decrease in noncash operating working capital	$ 18,866	$ 45,522

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Long-Term Debt [Abstract]

Summary Of Long-Term Debt

	June 30,		December 31,
(Thousands of dollars)	2014		2013
6% senior notes due 2023 (net of unamortized discount of $7,988)	$	492,012	$	491,578
Term loan due 2016 (effective rate of 3.71% at December 31, 2013)		—		70,000
Less current maturities		—		(14,000)
Total long-term debt	$	492,012	$	547,578

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Related-Party Transactions (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Related-Party Transactions [Abstract]
Insurance, benefits and incentive plan expenses, related party	$ 0	$ 16,091,000	$ 0	$ 36,740,000
Interest income, related party	0	453,000	0	727,000
Transition services agreement period			18 months
Transition services agreement extension period			6 months
Due from related party	70,000		70,000
Due to related party	$ 988,000		$ 988,000

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Assets And Liabilities Measured At Fair Value

6 Months Ended

Jun. 30, 2014

Assets And Liabilities Measured At Fair Value [Abstract]

Assets And Liabilities Measure At Fair Value

Note 13 — Assets and Liabilities Measured at Fair Value

The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value hierarchy is based on the quality of inputs used to measure fair value, with Level 1 being the highest quality and Level 3 being the lowest quality. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included within Level 1. Level 3 inputs are unobservable inputs which reflect assumptions about pricing by market participants.

The Company carries certain assets and liabilities at fair value in its Consolidated Balance Sheets. The fair value measurements for these assets and liabilities at June 30, 2014 and December 31, 2013 are presented in the following table.

	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	June 30,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2014		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	1,574		—	$	1,574		—
Liabilities
Commodity derivative contracts	$	(716)		—	$	(716)		—
	Fair Value Measurements
	at Reporting Date Listing
			Quoted Prices
			In Active
			Markets for		Significant
			Identical		Other		Significant
	Fair Value		Assets		Observable		Unobservable
	December 31,		(Liabilities)		Inputs		Inputs
(Thousands of dollars)	2013		(Level 1)		(Level 2)		(Level 3)
Assets
Commodity derivative contracts	$	224		—	$	224		—
Liabilities
Commodity derivative contracts	$	(291)		—	$	(291)		—

At the balance sheet date the fair value of commodity derivatives contracts for corn was determined based on market quotes for No. 2 yellow corn. The change in fair value of commodity derivatives is recorded in Fuel and ethanol cost of goods sold. The carrying value of the Company’s Cash and cash equivalents, Accounts receivable-trade and Trade accounts payable approximates fair value due to their short-term nature.  

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at June 30, 2014 and December 31, 2013. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The table excludes Cash and cash equivalents, Accounts receivable-trade, and Trade accounts payable and accrued liabilities, all of which had fair values approximating carrying amounts. The fair value of Current and Long-term debt was estimated based on rates offered to the Company at that time for debt of the same maturities. The Company has off-balance sheet exposures relating to certain financial guarantees and letters of credit. The fair value of these, which represents fees associated with obtaining the instruments, was nominal.

	At June 30, 2014				At December 31, 2013
	Carrying				Carrying
(Thousands of dollars)	Amount		Fair Value		Amount		Fair Value
Financial liabilities
Current and long-term debt	$	(492,012)	$	(514,678)	$	(561,578)	$	(559,411)