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Exhibit 99.1

(Subject to Completion, Dated August 7, 2013)

		[•], 2013

Dear Murphy Oil Corporation Stockholder:

I am pleased to report that the previously announced repositioning of Murphy Oil Corporation (“Murphy Oil”) through the separation of its subsidiary, Murphy USA Inc. (“Murphy USA”), from our remaining businesses is expected to become effective on August 30, 2013, on which date Murphy USA, a Delaware corporation, will become an independent public company and will hold, through its subsidiaries, the assets and liabilities associated with Murphy Oil’s U.S. marketing business (as defined herein).

The separation will be completed by way of a pro rata distribution of all the outstanding shares of Murphy USA common stock to our stockholders of record as of 5:00 p.m. New York City time, on August 21, 2013, the distribution record date. Each Murphy Oil stockholder of record will receive one share of Murphy USA common stock for every four shares of Murphy Oil common stock held by such stockholder on the record date. The distribution of these shares will be made in book-entry form, which means that no physical share certificates will be issued. Following the distribution, stockholders may request that their shares of Murphy USA common stock be transferred to a brokerage or other account at any time. No fractional shares of Murphy USA common stock will be issued. The distribution agent for the distribution will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing prices and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive a fractional share in the distribution.

Murphy Oil has received a private letter ruling from the Internal Revenue Service to the effect that, among other things, the distribution of Murphy USA’s common stock to Murphy Oil stockholders, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes. However, any cash that you receive in lieu of fractional shares generally will be taxable to you. You should consult your tax advisor as to the particular tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws. The separation is also subject to other conditions as described in the enclosed information statement.

The distribution does not require stockholder approval, nor do you need to take any action to receive your shares of Murphy USA common stock. Murphy Oil’s common stock will continue to trade on the New York Stock Exchange under the ticker symbol “MUR.” Murphy USA is authorized to list its shares of common stock on the New York Stock Exchange under the ticker symbol “MUSA.”

The enclosed information statement, which we are mailing to all Murphy Oil stockholders, describes the separation in detail and contains important information about Murphy USA, including its historical combined financial statements. We urge you to read this information statement carefully.

We want to thank you for your continued support of Murphy Oil.

Sincerely,

Steven A. Cossé

President and Chief Executive Officer

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[•], 2013

Dear Future Murphy USA Stockholder:

It is our pleasure to welcome you as a future stockholder of Murphy USA Inc. Upon separation from Murphy Oil Corporation, we will be a stand-alone company focused primarily on the marketing of retail fuel products and convenience merchandise. While we will be a new company following the separation, our business has a strong history of financial and operating performance. We operate through a chain of 1,179 retail fuel stations in 23 states throughout the Southern and Midwestern United States, as of June 30, 2013. We own the majority of our sites, and most of our locations are adjacent to Walmart stores. Our business will also include certain midstream assets, including product distribution terminals and pipeline positions.

We believe that by continuing to grow with Walmart and focusing on our low price, high volume fuel retail strategy we are ideally positioned to expand our presence in the large and growing demographic of value-oriented consumers. We seek to drive value by generating high returns at our kiosks, through low operating, overhead and capital costs, and utilizing our midstream business to gain a fuel cost advantage. While fuel prices and margins will be volatile, we expect to put in place a capital structure that will allow us to invest through the cycle and provide long-term growth to our stockholders.

We are authorized to list our shares of common stock on the New York Stock Exchange under the ticker symbol “MUSA.”

Our management team is excited about the opportunities ahead of us, and we are committed to unlocking the full potential of Murphy USA. We invite you to learn more about our company and our plans by reading the enclosed material and look forward to updating you on our progress.

Sincerely,

R. Andrew Clyde

President and Chief Executive Officer

Murphy USA Inc.

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Preliminary Information Statement

(Subject to Completion, Dated August 7, 2013)

Information Statement

Murphy USA Inc.

Common Stock

Murphy Oil Corporation (“Murphy Oil”) is furnishing this Information Statement in connection with the distribution to Murphy Oil stockholders of all of the common stock of Murphy USA Inc. (“Murphy USA”) owned by Murphy Oil, which will be 100 percent of such common stock outstanding immediately prior to the distribution. Murphy USA is currently a wholly owned subsidiary of Murphy Oil and at the time of the distribution will hold, through its subsidiaries, the assets and liabilities associated with Murphy Oil’s U.S. marketing business (as defined herein).

To implement the distribution, Murphy Oil will distribute the shares of Murphy USA common stock on a pro rata basis to the holders of Murphy Oil common stock. Each holder of Murphy Oil common stock will receive one share of common stock of Murphy USA for every four shares of Murphy Oil common stock held at 5:00 p.m. New York City time on August 21, 2013, the record date for the distribution.

The distribution is expected to be completed after the New York Stock Exchange (“NYSE”) market closing on August 30, 2013. Immediately after Murphy Oil completes the distribution, Murphy USA will be an independent, publicly traded company. We expect that, for U.S. federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your income in connection with the distribution, except with respect to any cash received in lieu of fractional shares.

No vote of Murphy Oil stockholders is required in connection with this distribution. Murphy Oil stockholders will not be required to pay any consideration for the shares of Murphy USA common stock they receive in the distribution, and they will not be required to surrender or exchange shares of their Murphy Oil common stock or take any other action in connection with the distribution.

As Murphy Oil owns all of the outstanding shares of Murphy USA’s common stock, there currently is no public trading market for Murphy USA common stock. We are authorized to list Murphy USA’s shares of common stock on the NYSE under the ticker symbol “MUSA.” We anticipate that a limited market, commonly known as a “when-issued” trading market, for Murphy USA’s common stock will develop on or shortly before the record date for the distribution and will continue up to and including the distribution date. We expect the “regular-way” trading of Murphy USA’s common stock will begin on the first trading day following the distribution date.

In reviewing this Information Statement, you should carefully consider the matters described in “Risk Factors” beginning on page 16 of this Information Statement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

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This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this Information Statement is [•], 2013.

Murphy Oil first mailed this Information Statement to Murphy Oil stockholders on or about [•], 2013.

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NOTE REGARDING THE USE OF CERTAIN TERMS

We use the following terms to refer to the items indicated:

Murphy Oil owns, and at the time of the separation will own, the rights to certain trademarks incorporating the term “Murphy,” including “Murphy USA,” to which we have or will have rights in the United States and other countries. This Information Statement also includes other trademarks of Murphy Oil, Murphy USA and other persons. All trademarks or trade names referred to in this Information Statement are the property of their respective owners.

INDUSTRY DATA

The National Association of Convenience Stores report described herein represents data, research opinions or viewpoints published by the National Association of Convenience Stores. The report speaks as of the original publication date (and not as of the date of this Information Statement) and the opinions expressed in the report are subject to change without notice.

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Summary of the Separation and Distribution

The following is a summary of the material terms of the separation, distribution and other related transactions.

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Summary Risk Factors

We are subject to a number of risks, including risks related to the separation, distribution and other related transactions. The following list of risk factors is not exhaustive. Please read “Risk Factors” carefully for a more thorough description of these and other risks.

Risks Relating to the Separation

Risks Relating to Our Business

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Risks Relating to Our Industry

Risks Relating to Our Common Stock

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RISK FACTORS

You should carefully consider each of the following risks and all of the other information contained in this Information Statement. Some of these risks relate principally to our separation from Murphy Oil, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock.

Our business, prospects, financial condition, results of operations or cash flows could be materially and adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to the Separation

We may not realize the potential benefits from the separation, and our historical combined and pro forma financial information is not necessarily indicative of our future prospects.

We may not realize the potential benefits we expect from our separation from Murphy Oil. We have described those anticipated benefits elsewhere in this Information Statement. See “The Separation—Reasons for the Separation.” In addition, we will incur significant costs, including those described below, which may exceed our estimates, and we will incur some negative effects from our separation from Murphy Oil, including loss of access to some of the financial, managerial and professional resources from which we have benefited in the past.

Our historical combined and unaudited pro forma condensed combined financial information is not necessarily indicative of our future financial condition, future results of operations or future cash flows, nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented. In particular, the historical combined financial information is not necessarily indicative of our future financial condition, results of operations or cash flows primarily because of the following factors:

We based the pro forma adjustments on available information and assumptions that may prove not to be accurate. In addition, our unaudited pro forma condensed combined financial information may not give effect to various ongoing additional costs we may incur in connection with being an independent public company. Accordingly, our unaudited pro forma condensed combined financial statements do not reflect what our financial condition, results of operations or cash flows would have been as an independent public company and is not necessarily indicative of our future financial condition or future results of operations.

Please refer to “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and the notes to those statements included elsewhere in this Information Statement.

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We have no history operating as an independent public company. We will incur significant costs to create the corporate infrastructure necessary to operate as an independent public company, and we may experience increased ongoing costs in connection with being an independent public company.

We have historically used Murphy Oil’s corporate infrastructure to support our business functions, including information technology systems. The expenses related to establishing and maintaining this infrastructure were spread among all of Murphy Oil’s businesses. Following the separation and after the expiration of the Transition Services Agreement, we will no longer have access to Murphy Oil’s infrastructure, and we will need to establish and maintain our own. We expect to incur costs beginning in 2013 to establish the necessary infrastructure. See “Unaudited Pro Forma Condensed Combined Financial Statements.”

Murphy Oil currently performs many important corporate functions for us, including some treasury and payroll, tax administration and compliance, human resources, compensation and benefits, legal and other services. We currently compensate Murphy Oil for many of these services on a cost-allocation basis. Following the separation, Murphy Oil will continue to provide some of these services to us on a transitional basis, generally for a period of up to 18 months, with a possible extension of 6 months, pursuant to a Transition Services Agreement that we will enter into with Murphy Oil. For more information regarding the Transition Services Agreement, see “The Separation—Agreements with Murphy Oil Corporation—Transition Services Agreement.” Murphy Oil may not successfully execute all these functions during the transition period or we may have to expend significant efforts or costs materially in excess of those estimated under the Transition Services Agreement. Any interruption in these services could have a material adverse effect on our business, financial condition, results of operation and cash flows. In addition, at the end of this transition period, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. The costs associated with performing or outsourcing these functions may exceed the amounts reflected in our historical combined financial statements or that we have agreed to pay Murphy Oil during the transition period. A significant increase in the costs of performing or outsourcing these functions could materially and adversely affect our business, financial condition, results of operations and cash flows.

Currently, we are not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” After the separation, we will be directly subject to reporting and other obligations under the Exchange Act, and we expect to be compliant with the applicable requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require, in the future, annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing the effectiveness of these controls. These reporting and other obligations will place significant demands on our management and our administrative and operational resources, including accounting resources.

Until the distribution occurs, Murphy Oil has sole discretion to change the terms of the distribution in ways that may be unfavorable to us.

Until the distribution occurs, Murphy USA will be a wholly owned subsidiary of Murphy Oil. Although the distribution and separation was approved by the board of Murphy Oil on August 7, 2013, it remains subject to the satisfaction or waiver of certain conditions, some of which are in the sole and absolute discretion of Murphy Oil. Additionally, Murphy Oil has the sole and absolute discretion to change certain terms of the distribution, which changes could be unfavorable to us. In addition, Murphy Oil may decide at any time prior to the distribution not to proceed with the separation or the distribution.

In connection with our separation from Murphy Oil, Murphy Oil will indemnify us for certain liabilities and we will indemnify Murphy Oil for certain liabilities. If we are required to act under these indemnities to Murphy Oil, we may need to divert cash to meet those obligations and our financial results could be negatively impacted. The Murphy Oil indemnity may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and Murphy Oil may not be able to satisfy its indemnification obligations to us in the future.

Pursuant to the Separation and Distribution Agreement and certain other agreements with Murphy Oil, Murphy Oil will agree to indemnify us for certain liabilities, and we will agree to indemnify Murphy Oil for certain liabilities, as discussed further in “The Separation—Agreements with Murphy Oil Corporation.” Indemnities that we may be required to provide Murphy Oil are not subject to any cap, may be significant and could negatively

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impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution. Third parties could also seek to hold us responsible for any of the liabilities that Murphy Oil has agreed to retain, and under certain circumstances, we may be subject to continuing contingent liabilities of Murphy Oil following the separation. Further, Murphy Oil may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Murphy Oil any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, results of operations and financial condition.

After the separation, Murphy Oil’s insurers may deny coverage to us for losses associated with occurrences prior to the separation. Furthermore, there can be no assurance that we will be able to obtain insurance coverage following the separation on terms that justify its purchase, and any such insurance may not be adequate to offset costs associated with certain events.

In connection with the separation, we will enter into agreements with Murphy Oil to address several matters associated with the separation, including insurance coverage. See “The Separation—Agreements with Murphy Oil Corporation.” However, after the separation, Murphy Oil’s insurers may deny coverage to us for losses associated with occurrences prior to the separation. Accordingly, we may be required to temporarily or permanently bear the costs of such lost coverage. In addition, the Separation and Distribution Agreement will provide that following the separation from Murphy Oil, Murphy USA will no longer have insurance coverage under any Murphy Oil insurance policies in connection with events occurring as of or after the distribution. As a result, we will have to obtain our own insurance policies after the distribution is complete. Although we expect to maintain insurance against certain, but not all, hazards that could arise from our operations, we can provide no assurance that we will be able to obtain such coverage or that such coverage will be adequate to protect us from costs incurred with certain events. The occurrence of an event that is not insured or not fully insured could have a material adverse effect on our financial condition, results of operations and cash flows in the future. See “The Separation—Agreements with Murphy Oil Corporation.”

Following the separation, we will have debt obligations that could restrict our business and adversely impact our financial condition, results of operations or cash flows. In addition, the separation of our business from Murphy Oil may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.

In connection with the separation, we expect to incur $650 million of new debt, which we intend to use in part to fund a cash dividend to Murphy Oil immediately prior to the separation. This level of debt could have significant consequences on our future operations, including:

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations.

We may also incur substantial additional indebtedness in the future.

In addition, we expect that our credit facilities and the indenture that will govern the notes include restrictive covenants that, subject to certain exceptions and qualifications, restrict or limit our ability and the ability of our restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends, make certain investments, sell certain assets and enter into certain strategic transactions, including mergers and acquisitions. These covenants and restrictions could affect our ability to operate our business, and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise.

Our separation from Murphy Oil may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.

We potentially could have received better terms from unaffiliated third parties than the terms we receive in our agreements with Murphy Oil.

The agreements we will enter into with Murphy Oil in connection with the separation will have been negotiated while we were still a wholly owned subsidiary of Murphy Oil. See “The Separation—Agreements with Murphy Oil Corporation.” Accordingly, during the period in which the terms of those agreements will have been negotiated, we will not have had an independent board of directors or a management team independent of Murphy Oil. The terms of the agreements to be negotiated in the context of the separation relate to, among other things, the allocation of assets, liabilities, rights and other obligations between Murphy Oil and us. Arm’s-length negotiations between Murphy Oil and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party.

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Certain members of our board of directors and management may have actual or potential conflicts of interest because of their ownership of shares of common stock of Murphy Oil and the overlap of a portion of our Board with the board of directors of Murphy Oil.

Ownership by certain of our executive officers and directors of Murphy Oil common stock and/or stock options to purchase Murphy Oil common stock or other equity-based awards could create potential conflicts of interest when these executive officers and directors are faced with decisions that could have different implications for Murphy Oil and us.

In addition, although Murphy Oil and Murphy USA will operate independently of one another, the board of directors of each will have members in common after the separation. The overlap of our board with the board of directors of Murphy Oil could create actual or potential conflicts of interest.

If the distribution, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, you and Murphy Oil could be subject to significant tax liability and, in certain circumstances, we could be required to indemnify Murphy Oil for material taxes pursuant to indemnification obligations under the Tax Matters Agreement.

Murphy Oil has received a private letter ruling from the IRS substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free to Murphy Oil and its stockholders for U.S. federal income tax purposes, and expects to receive a tax opinion from Davis Polk & Wardwell LLP, counsel to Murphy Oil, to substantially the same effect. The private letter ruling does, and the tax opinion will, rely on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and neither the private letter ruling nor the opinion would be valid if such representations, assumptions and undertakings were incorrect. Moreover, the private letter ruling does not address all the issues that are relevant to determining whether the distribution will qualify for tax-free treatment. Notwithstanding the private letter ruling and the tax opinion, the IRS could determine the distribution should be treated as a taxable transaction for U.S. federal income tax purposes if it determines any of the representations, assumptions or undertakings that were included in the request for the private letter ruling are false or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the IRS ruling. For more information regarding the private letter ruling and the opinion, see “The Separation—Material U.S. Federal Income Tax Consequences of the Distribution.”

If the distribution fails to qualify for tax-free treatment, in general, Murphy Oil would be subject to tax as if it had sold the Murphy USA common stock in a taxable sale for its fair market value, and Murphy Oil stockholders who receive shares of Murphy USA common stock in the distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. See “The Separation—Material U.S. Federal Income Tax Consequences of the Distribution.”

In connection with the distribution, we and Murphy Oil will enter into a Tax Matters Agreement that will govern our rights and obligations with respect to our respective tax liabilities. Generally, we and Murphy Oil will indemnify each other for taxes attributable to our respective operations, and we will indemnify Murphy Oil from the failure of the distribution to qualify as a distribution under Section 355 of the Code as a result of a breach of certain representations or covenants by us. If we are required to indemnify Murphy Oil under the circumstances set forth in the Tax Matters Agreement, we may be subject to substantial liabilities.

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We may not be able to engage in desirable strategic or capital-raising transactions following the distribution. In addition, under some circumstances, we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

In the absence of a supplemental private letter ruling from the IRS or an unqualified opinion from a nationally recognized tax advisor, for the two-year period following the distribution, we would be prohibited from carrying out a number of transactions that may otherwise be desirable, including:

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business.

Transfer or assignment to us of certain contracts and other assets may require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments and other assets in the future.

Transfer or assignment of certain of the contracts and other assets in connection with our separation from Murphy Oil may require the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and we will need to enter into a new agreement with the third party to replicate the existing contract or assign the portion of the existing contract related to our business. Some parties may use the requirement of a consent to seek more favorable contractual terms from us. If we are unable to obtain such consents on commercially reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to us as part of our separation from Murphy Oil. In addition, where we do not intend to obtain consent from third-party counterparties based on our belief that no consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not prevail, our ability to use these assets could be adversely impacted.

Risks Relating to Our Business

Volatility in the global prices of oil and petroleum products and general economic conditions that are largely out of our control, as well as seasonal variations in fuel pricing, can significantly affect our operating results.

Our net income is significantly affected by changes in the margins on retail and wholesale gasoline marketing operations. Oil and domestic wholesale gasoline markets are volatile. General political conditions, acts of war or terrorism, instability in oil producing regions, particularly in the Middle East and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, could significantly affect oil supplies and wholesale gasoline costs. In addition, the supply of gasoline and our wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, lack of capacity at oil refineries, sustained increase in global demand or the fact that our gasoline contracts do not guarantee an uninterrupted, unlimited supply of gasoline. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. Significant increases and volatility in wholesale gasoline costs could result in lower gasoline gross margins per gallon. This volatility makes it extremely difficult to predict the effect that future wholesale cost fluctuations will have on our operating

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results and financial condition in future periods. Except in limited cases, we typically do not seek to hedge any significant portion of its exposure to the effects of changing prices of crude oil and refined products. Dramatic increases in oil prices reduce retail gasoline gross margins, because wholesale gasoline costs typically increase faster than retailers are able to pass them along to customers. We purchase refined products, particularly gasoline, needed to supply our U.S. retail marketing stations. Therefore, our most significant costs are subject to volatility of prices for these commodities. Our ability to successfully manage operating costs is important because we have little or no influence on the sales prices or regional and worldwide consumer demand for oil and gasoline. Furthermore, oil prices, wholesale motor fuel costs, motor fuel sales volumes, motor fuel gross margins and merchandise sales can be subject to seasonal fluctuations. For example, consumer demand for motor fuel typically increases during the summer driving season, and typically falls during the winter months. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for motor fuel and merchandise that we sell. Therefore, our revenues and/or sales volumes are typically higher in the second and third quarters of our fiscal year. A significant change in any of these factors, including a significant decrease in consumer demand (other than typical seasonal variations), could materially affect our motor fuel and merchandise volumes, motor fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Further, recessionary economic conditions, higher interest rates, higher gasoline and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products we sell at our retail sites. Unfavorable economic conditions, higher gasoline prices and unemployment levels can affect consumer confidence, spending patterns and miles driven. These factors can lead to sales declines in both gasoline and general merchandise, and in turn have an adverse impact on our business, financial condition, results of operations and cash flows.

Our ability to continue to generate revenue and operating income depends on our continued relationship with Walmart.

At June 30, 2013, our 1,179 Company stations were almost all in close proximity to Walmart stores. Therefore, we are materially dependent upon our relationship with Walmart, the continued goodwill of Walmart and the integrity of Walmart’s brand name in the retail marketplace. Any deterioration in our relationship with Walmart could have a material adverse effect on us, including limiting our future growth. In addition, our competitive posture could be weakened by negative changes at Walmart. Many of our Company stations are substantially dependent on customer traffic generated by Walmart retail stores, and if the customer traffic through these host stores decreases due to the economy or for any other reason, our sales could be materially and adversely affected.

In addition, on December 21, 2012, we entered into an agreement with Walmart to purchase approximately 200 properties for the development of additional retail fueling stations, which we expect to complete over the next three years. As a result, the foregoing risks impact our ability to achieve growth from these additional retail sites. We also rely upon Walmart’s cooperation with us in order to complete the purchases of these additional sites, and our agreement with Walmart requires us to obtain their approval of our development plans before we may purchase any properties from them. See “—Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business” below. If our relationship with Walmart deteriorates or Walmart experiences a slowdown in customer traffic or reputational harm, we may not be successful in developing these additional retail sites, and as a result, our financial condition, results of operations and cash flows could be materially and adversely affected.

We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.

We utilize key midstream assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stations. Much of our competitive advantage arises out of these proprietary arrangements which, if disrupted, could materially and adversely affect us. In addition to our own operational risks discussed above, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. Furthermore, at some of our locations there are very few suppliers for fuel in that market and we may have only one supplier.

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Changes in credit card expenses could reduce our gross margin, especially on gasoline.

A significant portion of our retail sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins. Higher gasoline prices result in higher credit card expenses, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on gasoline purchases that are more expensive as a result of higher gasoline prices are not necessarily accompanied by higher gross margins. In fact, such fees may cause lower gross margins. Lower gross margins on gasoline sales caused by higher credit card fees may decrease our overall gross margin and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.

In recent years, we have purchased from Walmart the properties underlying 908 of our Company stations. Our December 21, 2012 agreement with Walmart provides for the potential purchase of approximately 200 additional sites. Our agreement requires us to obtain Walmart’s approval of our development plans and to indemnify Walmart for certain environmental liabilities. In addition, Walmart has the right to terminate the agreement with respect to certain properties located adjacent to Walmart stores if the sale of any such property to us would result in certain claims or liabilities against Walmart or, in Walmart’s sole discretion, would impair the operation of the related Walmart store. Although we expect to build approximately 200 sites over the next three years, to date, Walmart has terminated the agreement with respect to a few of the properties under the agreement. If we are unable to obtain Walmart’s approval or Walmart terminates the agreement with respect to additional properties, or we are unable to obtain site development permits, we may develop fewer sites than we currently anticipate, and the development of these sites may take longer than we anticipate or may not occur at all. As a result, we can provide no assurance as to the number of sites contemplated by the agreement that we will develop. The failure to develop these sites as currently contemplated for any reason could materially impact our forecasted growth.

In addition, our owned properties that were purchased from Walmart are subject to Easements with Covenants and Restrictions Affecting Land (the “ECRs”) between us and Walmart. The ECRs impose customary restrictions on the use of our properties, which Walmart has the right to enforce. The ECRs also provide that if we propose to sell a fueling station property or any portion thereof (other than in connection with the sale of all or substantially all of our properties that that were purchased from Walmart or in connection with a bona fide financing), Walmart has a right of first refusal to purchase such property or portion thereof on similar terms. Subject to certain exceptions (including a merger in which we participate, the transfer of any of our securities or a change in control of us), if we market for sale to a third party all or substantially all of our properties that were purchased from Walmart, or if we receive an unsolicited offer to purchase such properties that we intend to accept, we are required to notify Walmart. Walmart then has the right, within 90 days of receipt of such notice, to make an offer to purchase such properties. If Walmart makes such an offer, for a period of one year we will generally only be permitted to accept third-party offers where the net consideration to us would be greater than that offered by Walmart.

The ECRs also prohibit us from transferring all or substantially all of our fueling station properties that were purchased from Walmart to a “competitor” of Walmart, as reasonably determined by Walmart. The term “competitor” is, with one exception, generally defined in the ECRs as an entity that owns, operates or controls grocery stores or supermarkets, wholesale club operations similar to that of a Sam’s Club, discount department stores or other discount retailers similar to any of the various Walmart store prototypes or pharmacy or drug stores.

Similarly, our leased properties are subject to certain rights retained by Walmart. Our master lease agreement states that if Murphy Oil USA, Inc. is acquired or becomes party to any merger or consolidation that results in a material change in the management of the stations, Walmart will have the option to purchase the stations at fair market value. The master lease also prohibits us from selling all or any portion of a station without first offering to sell all or such portion to Walmart on the same terms and conditions. These provisions may restrict our ability to conduct our business on the terms and in the manner we consider most favorable and may adversely affect our future growth.

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We currently have one principal supplier for over 80% of our merchandise. A disruption in supply could have a material effect on our business.

Over 80% of our general merchandise, including most tobacco products and grocery items, is currently purchased from a single wholesale grocer, McLane Company, Inc. (“McLane”). We have a contract with McLane through September 2015, but we may not be able to renew the contract when it expires, or on similar terms. Alternative suppliers that we could use may not be immediately available. A disruption in supply could have a material effect on our business, cost of goods sold, financial condition, results of operations and cash flows.

We may be unable to protect or maintain our rights in the trademarks we use in our business.

We expect to use the Murphy USA and Murphy Express trademarks under the Trademark License Agreement that we expect to enter with Murphy Oil, which will continue to own those trademarks. Murphy Oil’s actions and our actions to protect our rights in those trademarks may not be adequate to prevent others from using similar marks or otherwise violating our rights in those trademarks. Furthermore, our right to use those trademarks is limited to the downstream business and can be terminated by Murphy Oil upon the occurrence of certain events, such as our uncured material breach, insolvency or change of control.

Capital financing may not always be available to fund our activities.

We usually must spend and risk a significant amount of capital to fund our activities. Although most capital needs are funded from operating cash flow, the timing of cash flows from operations and capital funding needs may not always coincide, and the levels of cash flow may not fully cover capital funding requirements.

From time to time, we may need to supplement our cash generated from operations with proceeds from financing activities. Substantially concurrently with the separation, we expect to enter into a credit facility to provide us with available financing for working capital and other general corporate purposes. This credit facility is intended to meet any ongoing cash needs in excess of internally generated cash flows. Uncertainty and illiquidity in financial markets may materially impact the ability of the participating financial institutions to fund their commitments to us under our credit facility. Accordingly, we may not be able to obtain the full amount of the funds available under our credit facility to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position.

Deterioration in our credit profile could increase our costs of borrowing money and limit our access to the capital markets and commercial credit.

We have obtained below investment-grade ratings from Moody’s and S&P based on our anticipated capital structure upon completion of the separation. Our credit ratings could be lowered or withdrawn entirely by a ratings agency if, in its judgment, the circumstances warrant. If our existing ratings are lowered, or otherwise we do not obtain an investment grade rating in the future, or if we do and a rating agency were to downgrade us again to below investment grade, our borrowing costs would increase and our funding sources could decrease. Actual or anticipated changes or downgrades in our ratings, including any announcement that our ratings are under review for a downgrade, could adversely affect our business, cash flows, financial condition and operating results.

We could be adversely affected if we are not able to attract and retain highly qualified senior personnel.

We are dependent on our ability to attract and retain highly qualified senior personnel. If, for any reason, we are not able to attract and retain qualified senior personnel, our business, financial condition, results of operations and cash flows could be adversely affected.

We may be unsuccessful in executing any strategic alternatives that we may pursue for our ethanol production facilities.

To better focus the Company’s operations on its retail fuel business, we are currently considering strategic alternatives for our Hankinson and Hereford ethanol facilities. As part of this effort, we are evaluating various factors, including the appropriate timing and market conditions. Although we will seek to maximize value in any transaction that we may pursue, we may be unsuccessful in achieving the financial and/or operational objectives of any such transaction. This risk may be exacerbated to the extent we pursue a strategic alternative under unfavorable industry and/or market conditions.

Risks Relating to Our Industry

We operate in a highly competitive industry, which could adversely affect us in many ways, including our profitability, our ability to grow, and our ability to manage our businesses.

We operate in the oil and gas industry and experience intense competition from other independent retail and wholesale gasoline marketing companies and ethanol producers. The U.S. marketing petroleum business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete

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with other chains of retail fuel stations for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on the basis of convenience and consumer appeal. In addition, we may also face competition from other retail fueling stations that adopt marketing strategies similar to ours by associating with non-traditional retailers, such as supermarkets, discount club stores and hypermarkets, particularly in the geographic areas in which we operate. We expect that our industry will continue to trend toward this model, resulting in increased competition to us over time. Moreover, because we do not produce or refine any of the petroleum or other refined products that we market, and Murphy Oil does not currently and will not in the future supply us with refined products, we compete with retail gasoline companies that have ongoing supply relationships with affiliates or former affiliates that manufacture refined products. We also compete with integrated companies that have their own production and/or refining operations that are at times able to offset losses from marketing operations with profits from producing or refining operations, and may be better positioned to withstand periods of depressed retail margins or supply shortages. In addition, we compete with other retail and wholesale gasoline marketing companies that have more extensive retail outlets and greater brand name recognition. Some of our competitors have been in existence longer than we have and have greater financial, marketing and other resources than we do. As a result, these competitors may have a greater ability to bear the economic risks inherent in all phases of our business and may be able to respond better to changes in the economy and new opportunities within the industry. Such competition could adversely affect us, including our profitability, our ability to grow and our ability to manage our business.

In addition, the retail gasoline industry in the United States is highly competitive due to ease of entry and constant change in the number and type of retailers offering similar products and services. With respect to merchandise, our retail sites compete with other convenience store chains, independently owned convenience stores, supermarkets, drugstores, discount clubs, gasoline service stations, mass merchants, fast food operations and other similar retail outlets. In recent years, several non-traditional retailers, including supermarkets, discount club stores and mass merchants, have begun to compete directly with retail gasoline sites. These non-traditional gasoline retailers have obtained a significant share of the gasoline market, and their market share is expected to grow, and these retailers may use promotional pricing or discounts, both at the fuel pump and in the convenience store, to encourage in-store merchandise sales and gasoline sales. In addition, some large retailers and supermarkets are adjusting their store layouts and product prices in an attempt to appeal to convenience store customers. Major competitive factors include: location, ease of access, product and service selection, gasoline brands, pricing, customer service, store appearance, cleanliness and safety. Competition from these retailers may reduce our market share and our revenues, and the resulting impact on our business and results of operations could be materially adverse.

Changes in consumer behavior and travel as a result of changing economic conditions, the development of alternative energy technologies or otherwise could affect our business.

In the retail gasoline industry, customer traffic is generally driven by consumer preferences and spending trends, growth rates for commercial truck traffic and trends in travel and weather. Changes in economic conditions generally, or in the regions in which we operate, could adversely affect consumer spending patterns and travel in our markets. In particular, weakening economic conditions may result in decreases in miles driven and discretionary consumer spending and travel, which affect spending on gasoline and convenience items. In addition, changes in the types of products and services demanded by consumers may adversely affect our merchandise sales and gross margin. Additionally, negative publicity or perception surrounding gasoline suppliers could adversely affect their reputation and brand image, which may negatively affect our gasoline sales and gross margin. Our success depends on our ability to anticipate and respond in a timely manner to changing consumer demands and preferences while continuing to sell products and services that remain relevant to the consumer and thus will positively impact overall retail gross margin.

Similarly, advanced technology, improved fuel efficiency and increased use of “green” automobiles (e.g., those automobiles that do not use gasoline or that are powered by hybrid engines) would reduce demand for gasoline. Developments regarding climate change and the effects of greenhouse gas emissions on climate change and the environment may lead to increased use of “green” automobiles. Consequently, attitudes toward gasoline and its relationship to the environment may significantly affect our sales and ability to market our products. Reduced consumer demand for gasoline could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our operations and earnings have been and will continue to be affected by worldwide political developments.

Many governments, including those that are members of the Organization of Petroleum Exporting Countries (“OPEC”), unilaterally intervene at times in the orderly market of petroleum and natural gas produced in their countries through such actions as setting prices, determining rates of production, and controlling who may buy and sell the production. In addition, prices and availability of petroleum, natural gas and refined products could be influenced by political unrest and by various governmental policies to restrict or increase petroleum usage and supply. Other governmental actions that could affect our operations and earnings include tax changes, royalty increases and regulations concerning: currency fluctuations, protection and remediation of the environment, concerns over the possibility of global warming being affected by human activity including the production and use of hydrocarbon energy, restraints and controls on imports and exports, safety, and relationships between employers and employees. As a retail gasoline marketing company, we are significantly affected by these factors. Because these and other factors too numerous to list are subject to changes caused by governmental and political considerations and are often made in response to changing internal and worldwide economic conditions and to actions of other governments or specific events, it is not practical to attempt to predict the effects of such factors on our future operations and earnings.

Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products.

We operate in many different locations around the United States. The occurrence of an event, including but not limited to acts of nature such as hurricanes, floods, earthquakes and other forms of severe weather, and mechanical equipment failures, industrial accidents, fires, explosions, acts of war and intentional terrorist attacks could result in damage to our facilities, and the resulting interruption and loss of associated revenues; environmental pollution or contamination; and personal injury, including death, for which we could be deemed to be liable, and which could subject us to substantial fines and/or claims for punitive damages.

We store gasoline in storage tanks at our retail sites. Our operations are subject to significant hazards and risks inherent in storing gasoline. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally imposed fines or cleanup obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Certain of our assets such as gasoline terminals and certain retail fueling stations lie near the U.S. coastline and are vulnerable to hurricane and tropical storm damages, which may result in shutdowns. The U.S. hurricane season runs from June through November, but the most severe storm activities usually occur in late summer, such as with Hurricanes Katrina and Rita in 2005. Although we expect to maintain insurance for certain of such risks as described below, due to policy deductibles and possible coverage limits, weather-related risks are not fully insured.

We are subject to various environmental laws and regulations, which could expose us to significant expenditures, liabilities or obligations and reduce product demand.

We are subject to stringent federal, state and local environmental laws and regulations governing, among other things, the generation, storage, handling, use and transportation of petroleum products and hazardous materials; the emission and discharge of such substances into the environment; the content and characteristics of fuel products; the process safety of our facilities; and human health and safety. Pursuant to such environmental laws and regulations, we are also required to obtain permits from governmental authorities for certain of our operations. While we strive to abide by these requirements, we cannot assure you that we have been or will be at all times in compliance with such laws, regulations and permits. If we violate or fail to comply with these requirements, we could be subject to litigation, fines or other sanctions. Environmental requirements, and the enforcement and interpretation thereof, change frequently and have generally become more stringent over time. Compliance with existing and future environmental laws, regulations and permits may require significant expenditures. In addition, to the extent fuel content and characteristic standards increase our wholesale purchase costs, we may be adversely affected if we are unable to recover such costs in our pricing.

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We could be subject to joint and several as well as strict liability for environmental contamination, without regard to fault or the legality of our conduct. In particular, we could be liable for contamination relating to properties that we own, lease or operate or that we or our predecessors previously owned, leased or operated. Substantially all of these properties have or in the past had storage tanks to store motor fuel or petroleum products. Leaks from such tanks may impact soil or groundwater and could result in substantial cleanup costs. We could also be held responsible for contamination relating to third-party sites to which we or our predecessors have sent hazardous materials. In addition to potentially significant investigation and remediation costs, any such contamination, leaks from storage tanks or other releases of hazardous materials can give rise to claims from governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.

Our business is also affected by fuel economy standards and greenhouse gas (“GHG”) vehicle emission reduction measures. As such fuel economy and GHG reduction requirements become more stringent over time, consumer demand for our products may be adversely affected. In addition, some of our facilities are subject to GHG regulation. We are currently required to report annual GHG emissions from certain of our operations, and additional GHG emission-related requirements that may affect our business have been finalized or are in various phases of discussion or implementation. Any existing or future GHG emission requirements could result in increased operating costs and additional compliance expenses.

Our expenditures, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, product demand, reputation, results of operations and financial condition.

Future tobacco legislation, campaigns to discourage smoking, increases in tobacco taxes and wholesale cost increases of tobacco products could have a material adverse impact on our retail operating revenues and gross margin.

Sales of tobacco products have historically accounted for an important portion of our total sales of convenience store merchandise. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as future legislation and national and local campaigns to discourage smoking in the United States, may have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits. Competitive pressures in our markets can make it difficult to pass price increases on to our customers. These factors could materially and adversely affect our retail price of cigarettes, cigarette unit volume and sales, merchandise gross margin and overall customer traffic. Reduced sales of tobacco products or smaller gross margins on the sales we make could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Currently, major cigarette manufacturers offer substantial rebates to retailers. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers would negatively affect gross margins. These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our retail operations are subject to extensive government laws and regulations, and the cost of compliance with such laws and regulations can be material.

Our retail operations are subject to extensive local, state and federal governmental laws and regulations relating to, among other things, the sale of alcohol, tobacco and money orders, employment conditions, including minimum wage requirements, and public accessibility requirements. The cost of compliance with these laws and regulations can have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, failure to comply with local, state and federal laws and regulations to which our operations are subject may result in penalties and costs that could adversely affect our business, financial condition, results of operations and cash flows.

In certain areas where our retail sites are located, state or local laws limit the retail sites’ hours of operation or their sale of alcoholic beverages, tobacco products, possible inhalants and lottery tickets, in particular to minors. Failure to comply with these laws could adversely affect our revenues and results of operations because these state and local regulatory agencies have the power to revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies, such as the imposition of fines or other penalties.

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Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows.

Further, although we are still evaluating what effect, if any, U.S. health care reform legislation may have on our business, a requirement to provide additional health insurance benefits to our employees, or health insurance coverage to additional employees, would likely increase our costs and expenses, and such increases could be significant enough to materially affect our business, financial condition, results of operations and cash flows.

Any changes in the laws or regulations described above that are adverse to us and our properties could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Future consumer or other litigation could adversely affect our business, financial condition, results of operations and cash flows.

Our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification gasoline, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate, our business, financial condition, results of operations and cash flows could be adversely affected. For more information about our legal matters, see Note L “Contingencies” to the combined unaudited financial statements for the three and six months ended June 30, 2013 included in this Information Statement. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing gasoline or merchandise at our retail sites.

We rely on our IT systems and network infrastructure to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business.

We depend on our IT systems and network infrastructure to manage numerous aspects of our business and provide analytical information to management. These systems are an essential component of our business and growth strategies, and a serious disruption to them could significantly limit our ability to manage and operate our business efficiently. These systems are vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of data, security breaches and computer viruses, which could result in a loss of sensitive business information, systems interruption or the disruption of our business operations. To protect against unauthorized access or attacks, we have implemented infrastructure protection technologies and disaster recovery plans, but there can be no assurance that a technology systems breach or systems failure, which may occur and go undetected, will not have a material adverse effect on our financial condition or results of operations.

Our business and our reputation could be adversely affected by the failure to protect sensitive customer, employee or vendor data or to comply with applicable regulations relating to data security and privacy.

In the normal course of our business as a gasoline and merchandise retailer, we obtain large amounts of personal data, including credit and debit card information from our customers. While we have invested significant amounts in the protection of our IT systems and maintain what we believe are adequate security controls over individually identifiable customer, employee and vendor data provided to us, a breakdown or a breach in our systems that results in the unauthorized release of individually identifiable customer or other sensitive data could nonetheless occur and have a material adverse effect on our reputation, operating results and financial condition. Such a breakdown or breach could also materially increase the costs we incur to protect against such risks. Also, a material failure on our part to comply with regulations relating to our obligation to protect such sensitive data or to the privacy rights of our customers, employees and others could subject us to fines or other regulatory sanctions and potentially to lawsuits.

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Compliance with and changes in tax laws could adversely affect our performance.

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

Risks Relating to Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the distribution.

Prior to the distribution, there will have been no trading market for our common stock. An active trading market may not develop or be sustained for our common stock after the distribution, and we cannot predict the prices at which our common stock will trade after the distribution. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

A large number of our shares are or will be eligible for future sale, which may cause the market price for our common stock to decline.

Upon completion of the distribution, we will have outstanding an aggregate of approximately 46,726,569 shares of our common stock. All of those shares (other than those held by our “affiliates”) will be freely tradable without restriction or registration under the Securities Act of 1933, as amended. Shares held by our affiliates, which include our directors and executive officers, can be sold subject to volume, manner of sale and notice provisions under Rule 144. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately 2,880,584 shares of our common stock immediately following the distribution. We are unable to predict whether large amounts of our common stock will be sold in the open market following the distribution. We are also unable to predict whether a sufficient number of buyers will be in the market at that time. As discussed in the immediately following risk factor, certain index funds will likely be required to sell shares of our common stock that they receive in the distribution. In addition, other Murphy Oil stockholders may sell the shares of our common stock they receive in the distribution for various reasons. For example, such stockholders may not believe our business profile or level of market capitalization as an independent company fits their investment objectives. A change in the level of analyst coverage following the distribution could also negatively impact demand for our shares. The sale of significant amounts of our common stock or the perception in the market that this will occur may lower the market price of our common stock.

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Because we do not expect our common stock will be included in the Standard & Poor’s 500 Index, and it may not be included in other stock indices, significant amounts of our common stock will likely need to be sold in the open market where they may not meet with offsetting new demand.

A portion of Murphy Oil’s outstanding common stock is held by index funds tied to the Standard & Poor’s 500 Index or other stock indices. Based on a review of publicly available information as of June 30, 2013, we believe approximately 18 percent of Murphy Oil’s outstanding common stock is held by index funds. Because we do not expect our common stock to be included in the Standard & Poor’s 500 Index, and it may not be included in other stock indices at the time of the distribution, index funds currently holding shares of Murphy Oil common stock will likely be required to sell the shares of our common stock they receive in the distribution. There may not be sufficient new buying interest to offset sales by those index funds. Accordingly, our common stock could experience a high level of volatility immediately following the distribution and, as a result, the price of our common stock could be adversely affected.

Provisions in our Certificate of Incorporation and Bylaws to become effective on the distribution date and certain provisions of Delaware law could delay or prevent a change in control of us.

The existence of some provisions of our Certificate of Incorporation and Bylaws to be in effect at the time of the distribution and Delaware law could discourage, delay or prevent a change in control of us that a stockholder may consider favorable. These include provisions:

In addition, following the distribution, we will be subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that could have resulted in a premium over the market price for shares of our common stock.

These provisions apply even if a takeover offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders’ best interests. See “Description of Capital Stock.”

We may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

Our Certificate of Incorporation to be in effect at the time of the distribution will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could

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dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock—Preferred Stock.”

Our Bylaws will designate a state or federal court located within the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a preferred judicial forum for disputes with us or our directors, officers or other employees.

Our Bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of Delaware General Corporation Law, our Certificate of Incorporation (including any certificate of designations for any class or series of our preferred stock) or our Bylaws, in each case, as amended from time to time, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provision. This forum selection provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable or cost-effective for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees.

We may not achieve the intended benefits of having an exclusive forum provision if it is found to be unenforceable.

We have included an exclusive forum provision in our Bylaws as described above. However, the enforceability of similar exclusive jurisdiction provisions in other companies’ bylaws or certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the exclusive jurisdiction provision contained in our Bylaws to be inapplicable or unenforceable in such action. Although in June 2013 the Delaware Court of Chancery upheld the statutory and contractual validity of exclusive forum-selection bylaw provisions, the validity of such provisions is not yet settled law under the laws of Delaware. Furthermore, the Delaware Court of Chancery emphasized that such provisions may not be enforceable under circumstances where they are found to operate in an unreasonable or unlawful manner or in a manner inconsistent with a board’s fiduciary duties. Also, it is uncertain whether non-Delaware courts consistently will enforce such exclusive forum-selection bylaw provisions. If a court were to find our choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

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SELECTED COMBINED FINANCIAL DATA OF MURPHY USA

The following selected financial data reflect the combined operations of Murphy USA. We derived the selected combined income statement data for the years ended December 31, 2012, 2011 and 2010, and the selected combined balance sheet data as of December 31, 2012 and 2011, as set forth below, from Murphy USA’s audited combined financial statements, which are included elsewhere in this Information Statement. We derived the selected combined income statement data for the six months ended June 30, 2013 and 2012, and the selected combined balance sheet data as of June 30, 2013 and 2012, as set forth below, from Murphy USA’s unaudited combined financial statements, which are included elsewhere in this Information Statement. We derived the selected combined income statement data for the year ended December 31, 2009, and the selected combined balance sheet data as of December 31, 2010, from Murphy USA’s audited combined financial statements, which are not included in this Information Statement. We derived the selected combined income statement data for the year ended December 31, 2008, and the selected combined balance sheet data as of December 31, 2009 and 2008, from Murphy USA’s underlying financial records, which were derived from the financial records of Murphy Oil, and which are not included in this Information Statement. The historical results do not necessarily indicate the results expected for any future period. Net sales and other operating revenues amounts below include excise taxes collected on behalf of and remitted to various governmental entities in each year presented. Also, in the years ended December 31, 2008 to December 31, 2011, the difference between income from continuing operations and net income relates to the discontinued operations of the Meraux, Louisiana and Superior, Wisconsin refineries sold in late 2011.

You should read the selected combined financial data presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and accompanying notes included elsewhere in this Information Statement.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Information Statement contains forward-looking statements which express management’s current views concerning future events or results, including without limitation our plans to separate from Murphy Oil and the expected benefits therefrom and our anticipated growth strategy, particularly with respect to our Walmart relationship and plans to build additional sites, and which are subject to inherent risks and uncertainties. Factors that could cause one or more of these forecasted events not to occur include, but are not limited to, a failure to obtain necessary regulatory approvals for the separation, a failure to obtain assurances of anticipated tax treatment of the separation, a deterioration in the business or prospects of the U.S. marketing business, adverse developments in the U.S. marketing business’s markets or adverse developments in the U.S. or global capital markets, credit markets or economies generally. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the volatility and level of crude oil, corn and other commodity prices, the volatility and level of gasoline prices, customer demand for our products, political and regulatory instability, and uncontrollable natural hazards. For further discussion of risk factors, see “Risk Factors” in this Information Statement. We undertake no duty to publicly update or revise any forward-looking statements.

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THE SEPARATION

General

On October 16, 2012, the board of directors of Murphy Oil approved a plan to distribute to its stockholders all of the shares of common stock of Murphy USA. Murphy USA is currently a wholly owned subsidiary of Murphy Oil and at the time of the distribution will hold, through its subsidiaries, the assets and liabilities associated with Murphy Oil’s U.S. marketing business. On August 7, 2013, the Murphy Oil board of directors approved the separation, which will be achieved 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 holders of record will receive one share of Murphy USA common stock for every four shares of Murphy Oil common stock. The distribution is expected to be completed on August 30, 2013. Immediately following the distribution, Murphy Oil stockholders as of the record date will own 100 percent of the outstanding shares of common stock of Murphy USA. Following the separation, Murphy USA will be an independent, publicly traded company, and Murphy Oil will retain no ownership interest in Murphy USA.

As defined herein, “U.S. marketing business” refers to Murphy Oil’s U.S. retail fueling and related merchandise marketing operations, together with wholesale midstream and ethanol assets. The assets related to the U.S. retail fueling and related merchandise marketing operations include:

The wholesale midstream assets include product distribution terminals and pipeline positions, all of which support our retail operations. These midstream assets provide specific retail advantages because we believe they enable us to execute on our retail pricing strategy. See “Business and Properties—Our Competitive Strengths—Advantaged fuel supply” and “Business and
Properties—Our Business Strategy—Focus midstream participation.”

The ethanol assets consist of two ethanol production facilities that were historically a part of the Murphy Oil operating segment that included the other retail and midstream assets described above. The ethanol assets do not directly support our retail operations, and to better focus our operations on our retail fuel business, we are currently considering strategic alternatives for these assets. See “Business and Properties—Description of Our Business” and “Risk Factors—Risks Relating to Our Business—We may be unsuccessful in executing any strategic alternatives that we may pursue for our ethanol production facilities.” The term “U.S. marketing business” does not include any liabilities arising out of refineries and related facilities previously included in the Murphy Oil operating segment, which liabilities will be retained by Murphy Oil but are accounted for as discontinued operations in the combined financial statements included elsewhere in this Information Statement.

In addition, Murphy Oil will contribute to an affiliate of Murphy USA the headquarters building at 200 Peach Street (a portion of which we will lease back to Murphy Oil) and the 422 North Washington Avenue real estate, each located in El Dorado, Arkansas, as well as certain aircraft and information technology assets to support our operations and corporate functions.

The distribution of Murphy USA common stock as described in this Information Statement is subject to the satisfaction or waiver of certain conditions. We cannot provide any assurances Murphy Oil will complete the distribution. For a more detailed description of these conditions, see “—Conditions to the Distribution” below.

Reasons for the Separation

The Murphy Oil board of directors believes separating the U.S. marketing business from Murphy Oil’s exploration and production business through the distribution is in the best interests of Murphy Oil and its stockholders and has concluded the separation will provide Murphy Oil and Murphy USA with a number of opportunities and benefits, including the following:

The financial terms of the separation, including the new indebtedness expected to be incurred by Murphy USA or entities that are, or will become, prior to the distribution, subsidiaries of Murphy USA, and the amount of the cash distribution to Murphy Oil as a separate dividend has been determined by the Board of Directors of Murphy Oil based on a variety of factors, including establishing an appropriate pro forma capitalization for Murphy USA as a stand-alone company considering the historical earnings of Murphy Oil’s U.S. marketing business and the level of indebtedness relative to earnings of various comparable retail companies.

The Board of Directors of Murphy Oil has determined that it is appropriate to include the ethanol production facilities in the assets underlying the capital stock that will be contributed to Murphy USA upon completion of the separation because the ethanol facilities were historically a part of the Murphy Oil operating segment that consists primarily of its U.S. marketing business, and the objective was to leave Murphy Oil as a company engaged solely in oil & gas exploration and production. As noted above, we are currently considering strategic alternatives for our ethanol facilities. See “Business and Properties—Description of Our Business.” We expect to be able to pursue such strategic alternatives without any impact on the tax-free treatment of the separation.

The Number of Shares You Will Receive

For every four shares of Murphy Oil common stock you own at 5:00 p.m. New York City time on August 21, 2013, the record date, you will receive one share of Murphy USA common stock on the distribution date.

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Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock to Murphy Oil stockholders. Instead, as soon as practicable on or after the distribution date, the distribution agent for the distribution will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing prices and distribute the net cash proceeds from the sales, net of brokerage fees and commissions, transfer taxes and other costs and after making appropriate deductions of the amounts required to be held for United States federal income tax purposes, if any, pro rata to each holder who would otherwise have been entitled to receive a fractional share in the distribution. The distribution agent will determine when, how, through which broker-dealers and at what prices to sell the aggregated fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders for U.S. federal income tax purposes as described below in “—Material U.S. Federal Income Tax Consequences of the Distribution.”

When and How You Will Receive the Distribution of Murphy USA Shares

Murphy Oil will distribute the shares of our common stock on August 30, 2013, to holders of record on the record date. The distribution is expected to be completed following the NYSE market closing on the distribution date. Murphy Oil’s transfer agent and registrar, Computershare Trust Company, N.A. (“Computershare”), will serve as transfer agent and registrar for the Murphy USA common stock and as distribution agent in connection with the distribution.

If you own Murphy Oil common stock as of 5:00 p.m. New York City time on the record date, the shares of Murphy USA common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to your account as follows:

On or shortly after the distribution date, the distribution agent will mail to you an account statement that indicates the number of shares of Murphy USA common stock that have been registered in book-entry form in your name.

Stockholders having any questions concerning the mechanics of having shares of our common stock registered in book-entry form may contact Computershare at the address set forth in “Summary—Questions and Answers About the Separation and Distribution” in this Information Statement.

Treatment of Outstanding Compensation Awards

For a discussion of provisions concerning retirement, health and welfare benefits for our employees upon completion of the separation, see “—Agreements with Murphy Oil Corporation—Employee Matters Agreement” below. The separation is not a change-in-control and therefore will not entitle Murphy USA officers to any change-in-control benefits.

We expect that outstanding Murphy Oil incentive compensation awards will be equitably adjusted pursuant to the terms of the applicable compensation award and plan and the provisions of the Code. These equitable adjustments are intended to preserve each award’s intrinsic value, based on the relative fair market values of the pre- and post-separation shares of Murphy Oil and post-separation shares of Murphy USA, such that in the case of phantom units and RSUs, the fair market value of the adjusted number of shares subject to the award (or to which the award relates) immediately after the separation will be substantially equivalent to, but no more favorable to the award holder than, the fair market value of the shares subject to that award (or to which that award relates) immediately prior to the separation. Cash-settled performance units will not be adjusted but will be pro-rated to reflect the number of months in the applicable performance period ending on the separation date. For outstanding stock options and stock appreciation rights, the number of shares subject to the award and the applicable exercise or base price will be adjusted so that the aggregate spread value of the option or stock appreciation right immediately after the separation will be substantially equivalent to, but no more favorable to the award holder than, the aggregate spread immediately prior to the separation. For these purposes, spread value will be the difference between the market value of the underlying shares as of the applicable date, and the exercise or base price of the option or stock appreciation right. In addition, in certain instances Murphy USA will grant replacement awards to all its employees who previously held Murphy Oil awards, taking into account the approach summarized above in determining the value of the replacement awards. Generally:

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Treatment of 401(k) Shares

The treatment of outstanding Murphy Oil common stock held in tax-qualified defined contribution retirement plans maintained by Murphy Oil will be subject to the same treatment as other outstanding shares of Murphy Oil common stock.

Results of the Distribution

After our separation from Murphy Oil, we will be an independent, publicly traded company. Immediately following the distribution, we expect to have approximately 2,277 stockholders of record, based on the number of registered stockholders of Murphy Oil common stock on July 31, 2013, and approximately 46,726,569 shares of Murphy USA common stock outstanding. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of Murphy Oil stock options and the vesting of Murphy Oil stock settled RSUs prior to the record date for the distribution.

Before the distribution, we will enter into a Separation and Distribution Agreement and several other agreements with Murphy Oil to effect the separation and provide a framework for our relationship with Murphy Oil after the separation. These agreements will provide for the allocation between Murphy USA and Murphy Oil of Murphy Oil’s assets, liabilities and obligations subsequent to the separation (including with respect to transition services, employee matters, real and intellectual property matters, tax matters and certain other commercial relationships).

For a more detailed description of these agreements, see the section entitled “—Agreements with Murphy Oil Corporation” included below. The distribution will not affect the number of outstanding shares of Murphy Oil common stock or any rights of Murphy Oil stockholders.

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Incurrence of Debt

In connection with the separation and distribution, we expect to enter into a senior secured $450 million asset-based loan (ABL) facility and a senior secured $150 million term facility, which we refer to as the credit facilities. The credit facilities are also expected to provide for a $200 million uncommitted incremental facility. The credit facilities are expected to become effective substantially concurrently with the separation. Murphy Oil USA intends to incur up to $150 million of indebtedness under the credit facilities, together with the proceeds of $500 million of senior unsecured notes, to finance, in part, a $650 million cash dividend from Murphy Oil USA to Murphy Oil to be paid on the separation date. We expect to use the additional borrowing capacity under the credit facilities from time to time for working capital and other general corporate purposes, including to support our operating model as described herein. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Credit Facilities” and “—Senior Notes” in this Information Statement.

Material U.S. Federal Income Tax Consequences of the Distribution

The following is a discussion of the material U.S. federal income tax consequences of the distribution to U.S. Holders (as defined below) of Murphy Oil common stock that receive shares of Murphy USA common stock in the distribution.

This discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including alternative minimum tax consequences and differing tax consequences applicable to you if you are, for instance:

If you are a partnership or an entity treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners will generally depend on the status of the partners and your activities. If you are a partner in a partnership holding Murphy Oil common stock, you should consult your tax adviser regarding the tax consequences of the distribution.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date hereof may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any taxes other than income taxes. You should consult your tax adviser with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

For purposes of this discussion, you are a U.S. Holder if for U.S. federal income tax purposes you are a beneficial owner of Murphy Oil common stock that is:

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Distribution—Murphy Oil has received a private letter ruling from the IRS to the effect that, for United States federal income tax purposes:

The private letter ruling from the IRS is a condition to the distribution. Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the private letter ruling request are inaccurate or incomplete in any material respect, Murphy Oil will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution such as the distribution satisfies certain legal requirements necessary to obtain tax-free treatment under Section 355 of the Code. Rather, the private letter ruling will be based on representations by Murphy Oil that those requirements have been satisfied, and any inaccuracy in those representations could invalidate the ruling.

The distribution is also conditioned on the receipt by Murphy Oil of an opinion of Davis Polk & Wardwell LLP, in form and substance satisfactory to Murphy Oil, to the effect that the distribution of shares of Murphy USA common stock in the distribution will qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion will address those matters upon which the IRS will not rule and will rely on the private letter ruling as to matters covered by the private letter ruling. The opinion will rely on, among other things, the continuing validity of the private letter ruling and various assumptions and representations as to factual matters and certain undertakings made by Murphy Oil and us, which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS will not challenge the qualification of the distribution as a transaction under Sections 355 and 368(a)(1)(D) of the Code or that any such challenge would not prevail.

If the distribution of shares of Murphy USA common stock were not to qualify as a reorganization for U.S. federal income tax purposes, you would generally be treated as receiving a taxable distribution in an amount equal to the fair market value of the Murphy USA common stock received to the extent of Murphy Oil’s current and accumulated earnings and profits. Any amount that exceeds Murphy Oil’s earnings and profits would be treated first as a nontaxable return of capital to the extent of your tax basis in your shares of Murphy Oil common stock, with any remaining amount being taxed as capital gain. In addition, Murphy Oil would recognize taxable gain equal to the excess of the fair market value of the Murphy USA common stock distributed over Murphy Oil’s adjusted tax basis in such stock.

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Even if the distribution of shares of Murphy USA common stock otherwise qualifies under Section 355 of the Code, such distribution might be taxable to Murphy Oil under Section 355(e) of the Code if 50% or more of either the total voting power or the total fair market value of the stock of Murphy Oil or Murphy USA is acquired as part of a plan or series of related transactions that includes the distribution. If Section 355(e) applies as a result of such an acquisition, Murphy Oil would recognize taxable gain as described above, but the distribution would generally be tax free to you. Under some circumstances, the tax matters agreement would require us to indemnify Murphy Oil for the tax liability associated with the taxable gain. See “—Agreements with Murphy Oil Corporation—Tax Matters Agreement.”

Information Reporting and Backup Withholding—U.S. Treasury regulations require certain stockholders who receive stock in a distribution to attach to the stockholder’s U.S. federal income tax return for the year in which the distribution occurs a detailed statement setting forth certain information relating to the tax-free nature of the distribution. In addition, payments of cash to you in lieu of fractional shares of Murphy USA common stock in the distribution will be subject to information reporting, unless you provide proof of an applicable exemption. Such payments that are subject to information reporting may also be subject to backup withholding (currently at a rate of 28 percent), unless you provide a correct taxpayer identification number and otherwise comply with the requirements of the backup withholding rules. Backup withholding does not constitute an additional tax, but merely an advance payment, which may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely supplied to the IRS.

THE FOREGOING IS A DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION UNDER CURRENT LAW AND FOR GENERAL INFORMATION ONLY. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS. YOU SHOULD CONSULT YOUR TAX ADVISER AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO YOU, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Market for Common Stock

There is not currently a public market for Murphy USA common stock. We are authorized to list Murphy USA’s shares of common stock on the NYSE under the ticker symbol “MUSA.”

Trading Between Record Date and Distribution Date

Beginning on, or shortly before, the record date and continuing up to and including the distribution date, we expect there will be two markets in Murphy Oil common stock: a “regular-way” market and an “ex-distribution” market. Shares of Murphy Oil common stock that trade on the “regular-way” market will trade with an entitlement to receive shares of Murphy USA common stock in the distribution. Shares that trade on the “ex-distribution” market will trade without an entitlement to receive shares of Murphy USA common stock in the distribution. Therefore, if you sell shares of Murphy Oil common stock in the “regular-way” market after 5:00 p.m. New York City time on the record date and up to and including through the distribution date, you will be selling your right to receive shares of Murphy USA common stock in the distribution. If you own shares of Murphy Oil common stock at 5:00 p.m. New York City time on the record date and sell those shares in the “ex-distribution” market, up to and including through the distribution date, you will still receive the shares of Murphy USA common stock that you would be entitled to receive in respect of your ownership, as of the record date, of the shares of Murphy Oil common stock that you sold.

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Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, we expect there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Murphy USA common stock that will be distributed to Murphy Oil stockholders on the distribution date. If you own shares of Murphy Oil common stock at 5:00 p.m. New York City time on the record date, you would be entitled to receive shares of our common stock in the distribution. You may trade this entitlement to receive shares of Murphy USA common stock, without trading the shares of Murphy Oil common stock you own, in the “when-issued” market. On the first trading day following the distribution date, we expect “when-issued” trading with respect to Murphy USA common stock will end and “regular-way” trading in Murphy USA common stock will begin.

Conditions to the Distribution

We expect the distribution will be effective on August 30, 2013, the distribution date, provided that, among other conditions described in the Separation and Distribution Agreement, the following conditions shall have been satisfied or waived by Murphy Oil in its sole discretion:

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The fulfillment of the foregoing conditions will not create any obligations on Murphy Oil’s part to effect the distribution, and Murphy Oil’s board of directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the distribution, including by accelerating or delaying the timing of the consummation of all or part of the distribution, at any time prior to the distribution date.

Agreements with Murphy Oil Corporation

As part of our separation from Murphy Oil, we will enter into a Separation and Distribution Agreement and several other agreements with Murphy Oil to effect the separation and provide a framework for our relationships with Murphy Oil after the separation. These agreements will provide for the allocation between us and Murphy Oil of the assets, liabilities and obligations of Murphy Oil and its subsidiaries, and will govern the relationships between Murphy USA and Murphy Oil subsequent to the separation (including with respect to transition services, employee matters, real and intellectual property matters, tax matters and certain other commercial relationships). In addition to the Separation and Distribution Agreement (which will contain many of the key provisions related to our separation from Murphy Oil and the distribution of our shares of common stock to Murphy Oil stockholders), these agreements include, among others:

The forms of the principal agreements described below have been filed as exhibits to the registration statement on Form 10 of which this Information Statement is a part. The following descriptions of these agreements are summaries of the material terms of these agreements; for the complete text of the forms of these agreements, please see the filed exhibits.

Separation and Distribution Agreement

The Separation and Distribution Agreement will govern the terms of the separation of the U.S. marketing business from Murphy Oil’s other businesses. Generally, the Separation and Distribution Agreement will include Murphy Oil’s and our agreements relating to the restructuring steps to be taken to complete the separation, including the assets and rights to be transferred, liabilities to be assumed and related matters. Subject to the receipt of required governmental and other consents and approvals, in order to accomplish the separation, the Separation and Distribution Agreement will provide for Murphy Oil and us to transfer specified assets between the companies that will operate the U.S. marketing business after the distribution, on the one hand, and Murphy Oil’s remaining businesses, on the other hand. The Separation and Distribution Agreement will require Murphy Oil and us to use reasonable efforts to obtain consents, approvals and amendments required to novate or assign the assets and liabilities that are to be transferred pursuant to the Separation and Distribution Agreement.

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Unless otherwise provided in the Separation and Distribution Agreement or any of the related ancillary agreements, all assets will be transferred on an “as is, where is” basis. Generally, if the transfer of any assets or any claim or right or benefit arising thereunder requires a consent that will not be obtained before the distribution, or if the transfer or assignment of any such asset or such claim or right or benefit arising thereunder would be ineffective or would adversely affect the rights of the transferor thereunder so that the intended transferee would not in fact receive all such rights, each of Murphy Oil and Murphy USA will cooperate in a mutually agreeable arrangement under which the intended transferee would obtain the benefits and assume the obligations thereunder (including by sub-contract, sub-license or sub-lease to such transferee) or under which the transferor would enforce for the benefit of the transferee, with the transferee assuming the transferor’s obligations, the rights of the transferor against any third party.

The Separation and Distribution Agreement will specify those conditions that must be satisfied or waived by Murphy Oil prior to the distribution. In addition, Murphy Oil will have the right to determine the date and terms of the distribution, and will have the right, at any time until completion of the distribution, to determine to abandon or modify the distribution and to terminate the Separation and Distribution Agreement.

In addition, the Separation and Distribution Agreement will govern the treatment of indemnification, insurance and litigation responsibility and management. Generally, the Separation and Distribution Agreement will provide for uncapped cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Murphy Oil’s business and liabilities arising out of refineries and related facilities previously owned by Murphy Oil with Murphy Oil. The Separation and Distribution Agreement will also establish procedures for handling claims subject to indemnification and related matters.

Trademark Agreements

The Trademark License Agreement will govern the allocation of trademark rights between Murphy USA and Murphy Oil. Under the Trademark Assignment Agreement, Murphy Oil USA, Inc. will assign all of its rights in all trademarks incorporating the term “Murphy” to Murphy Oil. Murphy Oil will license to Murphy USA certain trademarks incorporating such term for use in Murphy USA’s business on a royalty-free basis pursuant to the Trademark License Agreement.

Tax Matters Agreement

The Tax Matters Agreement will govern Murphy Oil’s and our respective rights, responsibilities and obligations with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for federal income tax purposes), tax attributes, tax returns, tax contests and certain other tax matters.

In general, under the Tax Matters Agreement, we expect that responsibility for taxes for periods prior to the distribution will be allocated in the following manner:

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In addition, the Tax Matters Agreement will impose certain restrictions on us and our subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Matters Agreement will provide special rules allocating tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the Tax Matters Agreement, we will be responsible for any taxes imposed on Murphy Oil that arise from the failure of the distribution and certain related transactions to qualify as a tax-free transaction for federal income tax purposes within the meaning of Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code to the extent that the failure to qualify is attributable to actions, events, or transactions relating to our stock, assets or business, or a breach of the relevant representations or covenants made by us in the Tax Matters Agreement.

The Tax Matters Agreement will also set forth Murphy Oil’s and our obligations as to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters.

Employee Matters Agreement

The Employee Matters Agreement will govern Murphy Oil’s and our compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company, and generally will allocate liabilities and responsibilities relating to employee compensation and benefit plans and programs. The Employee Matters Agreement will provide for the treatment of outstanding Murphy Oil equity awards and certain other outstanding annual and long-term incentive awards. The Employee Matters Agreement will provide that, following the distribution, our active employees generally will no longer participate in benefit plans sponsored or maintained by Murphy Oil and will commence participation in our benefit plans. The Employee Matters Agreement also will set forth the general principles relating to employee matters, including with respect to the assignment of employees, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

The Employee Matters Agreement will also provide that (i) the distribution does not constitute a change in control under Murphy Oil’s plans, programs, agreements or arrangements and (ii) the distribution and the assignment, transfer or continuation of the employment of employees with another entity will not constitute a severance event under the applicable plans, programs, agreements or arrangements.

Transition Services Agreement

The Transition Services Agreement will set forth the terms on which Murphy Oil will provide to us, and we will provide to Murphy Oil, on a temporary basis, certain services or functions that the companies historically have shared. Transition services will include various corporate services. We expect the agreement will provide for the provision of specified transition services, generally for a period of up to 18 months, with a possible extension of 6 months (an aggregate of 24 months). Compensation for transition services will be determined using an internal cost allocation methodology based on fully loaded cost (e.g., including an allocation of corporate overhead), or, in certain cases, may be based on terms and conditions comparable to those that would have been arrived at by parties bargaining at arm’s-length.

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Lease Agreement for 200 Peach Street, El Dorado, Arkansas

In connection with the spin-off, Murphy Oil will contribute to an affiliate of Murphy USA the 120,000 square foot headquarters building located at 200 Peach Street, El Dorado, Arkansas, including certain appurtenant furniture and fixtures. We will enter into an agreement to lease to Murphy Oil a portion of our 200 Peach Street building. Annual lease payments under the agreement are expected to be approximately $375,000 per year.

Aircraft-Related Agreements

Murphy Oil and Murphy USA will enter into three agreements to govern the storage, maintenance and use of certain aircraft after the separation. Under the Hanger Rental Agreement, Murphy USA will rent space in Murphy Oil’s hanger on a monthly basis for the storage of its aircraft. Under the Aircraft Maintenance Labor Pooling Agreement, Murphy Oil will employ technicians and other maintenance staff to service Murphy Oil and Murphy USA aircraft stored in the Murphy Oil hangar, and Murphy USA will reimburse Murphy Oil for an allocated portion of such expenses on an actual cost basis on the terms set forth in the agreement. This agreement may be terminated by either party with 30 days’ notice. Murphy Oil and Murphy USA will also enter into an Airplane Interchange Agreement that will allow each company to use the other’s aircraft and flight crew from time to time solely for business purposes, subject to certain requirements including that the aircraft is not otherwise in use, and in consideration therefor the other party is entitled to an equal number of hours of usage of the borrower’s aircraft. Each company cannot use the other company’s aircraft if such company’s usage is greater than the other company’s, unless otherwise mutually agreed upon. This agreement may be terminated by either party with 30 days’ notice.

Transferability of Shares of Our Common Stock

The shares of our common stock that you will receive in the distribution will be freely transferable, unless you are considered an “affiliate” of ours under Rule 144 under the Securities Act of 1933, as amended (“the Securities Act”). Persons who can be considered our affiliates after the separation generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with us, and may include certain of our officers and directors. In addition, individuals who are affiliates of Murphy Oil on the distribution date may be deemed to be affiliates of ours. We estimate that our directors and executive officers, who may be considered “affiliates” for purposes of Rule 144, will beneficially own approximately 2,880,584 shares of our common stock immediately following the distribution. See “Stock Ownership” included elsewhere in this Information Statement for more information. Our affiliates may sell shares of our common stock received in the distribution only:

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In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period, a number of shares of our common stock that does not exceed the greater of:

Rule 144 also includes notice requirements and restrictions governing the manner of sale. Sales may not be made under Rule 144 unless certain information about us is publicly available.

Reason for Furnishing This Information Statement

This Information Statement is being furnished solely to provide information to Murphy Oil stockholders who are entitled to receive shares of our common stock in the distribution. The Information Statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities. We believe the information contained in this Information Statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Murphy Oil nor we undertake any obligation to update such information except in the normal course of our respective public disclosure obligations.

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DIVIDEND POLICY

The declaration and amount of all dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and other factors the board of directors deems relevant.

We are a holding company and have no direct operations. As a result, we will be able to pay dividends on our common stock only from available cash on hand and distributions received from our subsidiaries. There can be no assurance we will continue to pay any dividend even if we commence the payment of dividends.

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CAPITALIZATION

The following table sets forth (i) our actual capitalization as of June 30, 2013, and (ii) our as adjusted capitalization assuming the distribution, the incurrence of debt and the use of proceeds thereof to fund a cash dividend to be paid to Murphy Oil immediately prior to the Separation (as discussed in “The Separation”) were effective June 30, 2013. Murphy USA Inc. was formed solely in contemplation of the separation and distribution, has not commenced operations and has no material assets, liabilities or commitments. As used in this capitalization table, “actual” as of June 30, 2013 reflects the combined historical financial position of the Murphy Oil subsidiaries and certain assets and liabilities of Murphy Oil that comprise Murphy USA as if such companies and accounts had been combined as of June 30, 2013. The table should be read in conjunction with “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and accompanying notes included elsewhere in this Information Statement.

We are providing the capitalization table for information purposes only. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operating as a separate, independent entity on June 30, 2013 and is not necessarily indicative of our future capitalization or financial condition.

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BUSINESS AND PROPERTIES

Overview

Upon completion of our separation from Murphy Oil, Murphy USA’s business will consist primarily of marketing of retail motor fuel products and convenience merchandise through a large chain of 1,179 (as of June 30, 2013) retail stations operated by Murphy USA, almost all of which are in close proximity to Walmart stores. Our retail stations are located in 23 states, primarily in the Southern and Midwestern United States. Of our stations, 1,018 are branded Murphy USA and 161 are standalone Murphy Express locations (as of June 30, 2013). Our retail stations under the brand name Murphy USA^® participate in the Walmart discount program that we offer at most locations. The Walmart discount program offers a cents-off per gallon purchased for fuel when using specific payment methods as decided by Murphy USA and Walmart. The amount of the discount offered can vary based on many factors, including state laws. Our Murphy Express branded stations are not connected to the Walmart discount program but are similar to the Murphy USA sites in most other ways, including the types of fuel and merchandise offerings available to our customers.

Our business will also include certain midstream assets, including product distribution terminals and pipeline positions. As an independent publicly traded company, we believe we will be a low-price, high volume fuel retailer selling convenience merchandise through low cost kiosks with key strategic relationships and experienced management.

Our Competitive Strengths

Strategic and complementary relationship with Walmart

Of our network of 1,179 retail gasoline stations (as of June 30, 2013), more than 1,000 are situated on prime locations in close proximity to Walmart stores. We believe our proximity to Walmart stores generates significant traffic to our retail stations while our competitively priced gasoline and convenience offerings appeal to our shared customers. We also collaborate with Walmart on a fuel discount program which we believe enhances the customer value proposition as well as the competitive position of both Murphy USA and Walmart with respect to our peers. We began our relationship with Walmart in 1996 and in December 2012 we signed a new agreement that allows us to build approximately 200 new sites on Walmart locations, which we expect to complete over the next three years. We believe Walmart will continue to serve as a strategic partner as we pursue further organic growth opportunities on existing and new Walmart locations in both our core and adjacent geographies.

Winning proposition with value-oriented consumers

Our competitively priced fuel is a compelling offering for value-oriented consumers. Despite a flat long-term outlook in overall gasoline demand, we believe value-oriented consumers represent a growing demand segment. In combination with our high traffic locations, our low gasoline prices drive high fuel volumes and gross profit. In addition, we are an industry leader in per-site tobacco sales with our low-priced tobacco products and total store sales per square foot as we also sell a growing assortment of low-priced convenience items that complement Walmart’s primary in-store product offering.

Low cost retail operating model

We operate our retail gasoline stations with a strong emphasis on fuel sales complemented by a focused convenience offering that allows for a smaller store footprint than many of our competitors. A substantial majority of our stations are standardized 208 or 1,200 square foot kiosks, which we believe have very low capital expenditure and maintenance requirements relative to our competitors. In addition, many of our stations require only one or two attendants to be present during business hours and the majority of our kiosks are located on Company-owned property and do not incur any rent expense. The combination of a focused convenience offering and standardized smaller footprint stores allows us to achieve lower overhead costs, on-site costs and labor costs compared to competitors with a larger store format. According to the 2012 National Association of Convenience Stores’ State of the Industry Survey, we operate at approximately 56% of the average monthly operating costs for top quartile performing stores in the industry. In addition, we operate among the highest industry safety standards and had a Total Recordable Incident Rate (TRIR) and Days Away from Work (DAW) rate that was substantially lower than the industry averages in 2011 using the most current published data by the Bureau of Labor Statistics. Our focus on safety and cost advantages translate into a lower fuel breakeven requirement that allows us to weather extended periods of lower fuel margins.

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Advantaged fuel supply

We source fuel at very competitive industry benchmark prices due to the diversity of fuel options available to us in the bulk and rack product markets, our shipper’s status on major pipeline systems, and our access to numerous terminal locations. In addition, we have a strong distribution system in which we utilize a “Best Buy” method that dispatches third-party tanker trucks to the most favorably priced terminal to load products for each Murphy USA site, further reducing our fuel product costs. By participating in the broader fuel supply chain, we believe our business model provides upside exposure to opportunities to enhance margins and volume. For example, we anticipate being able to increase revenue by selling Renewable Identification Numbers (RINs) generated by ethanol and bio-diesel blending. We also believe we can increase volumes by shifting non-contractual wholesale volumes to higher margin retail sales. Our participation in the broader fuel supply chain provides us with added flexibility, especially during periods of significant price volatility.

Resilient financial profile

Our predominantly fee-simple asset base, ability to generate attractive gross margins through our low price, high volume strategy, and our low overhead costs should help us to endure prolonged periods of commodity price volatility and compressed fuel margins. To support our operating model, in connection with the separation, we intend to incur a modest amount of leverage through a new credit facility, the expected borrowing of term loans thereunder and the issuance of senior unsecured notes. We expect that our strong cash position and availability under our credit facility will provide us with a significant level of liquidity to help maintain a disciplined growth capital expenditure program through periods of both high and low fuel margins.

Our Business Strategy

Grow organically with Walmart

We intend for our relationship with Walmart to be a key driver of our organic growth over the next several years. We expect to build approximately 200 sites in core markets on or near Walmart locations over the next three years and are evaluating opportunities for additional growth beyond those locations. Approximately 950 of our locations currently participate in our fuel discount program with Walmart which reinforces Walmart’s low price philosophy. In addition, in the near term, we will seek to rebrand additional Murphy Express sites as Murphy USA and connect these sites to the fuel discount program. We will continue to work with Walmart on the implementation and improvement of the fuel discount program as we believe it is an effective promotional tool for maximizing fuel volumes and investment returns.

Enhance kiosk economics to improve investment returns

We plan to continuously evaluate our kiosk strategy in an effort to maximize our site economics and return on investment. As part of that strategy, we are continually refining our new 1,200 square foot kiosk design to create a foundation for increasing higher-margin non-tobacco sales and diversifying our merchandise offerings. For example, we continue to tailor our product offerings to complement the retail selection within Walmart stores, such as by offering products in a variety of quantities and sizes, or stock keeping units (SKUs), which are more convenience-oriented. By implementing new merchandizing, space management and workforce planning capabilities, we expect to further optimize merchandise revenue, labor needs and overall site returns.

Improve functional infrastructure to lower overhead costs

We believe we will be better positioned to manage our cost structure, execute a more scalable business model, and implement certain technology and business efficiency initiatives as an independent company. In order to do this successfully, we will focus heavily on the development of our employees and foster a high performance culture where incentives are aligned with business performance. We believe that through our planned growth and efficiency initiatives, we can achieve reductions in overhead costs to support an overall improvement in our site returns.

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Focus midstream participation

We plan to continue to focus our midstream efforts on activities that enhance our ability to be a low price retail fuel leader, by optimizing our fuel supply contracts to capitalize on market dynamics whenever possible and minimizing physical midstream asset ownership. We also intend to allocate capital and human resources only to midstream assets that provide a specific retail advantage. In considering strategic alternatives for midstream assets that do not directly benefit our retail operations, such as our ethanol production facilities, we intend to pursue actions that will maximize shareholder value and enhance our ability to execute on our planned retail strategy after our separation from Murphy Oil.

Focus on long-term investment

We maintain a portfolio of fee-simple assets and we intend to establish an appropriate debt structure in connection with the separation that will allow us to be resilient during times of fuel price and margin volatility. We believe our strong financial position should allow us to profitably execute on our low-cost, high volume retail strategy and our organic growth strategy through periods of both high and low fuel margins. Furthermore, we will consider all alternatives for returning excess earnings or capital with a focus on maximizing shareholder value.

Industry Trends

We operate within the large and growing U.S. retail fueling store industry, which is highly fragmented. We believe we will continue to benefit from several key industry trends and characteristics, including:

Corporate Information

Murphy USA was incorporated in Delaware on March 1, 2013 and will, at the time of the distribution, hold, through its subsidiaries, the assets and liabilities of Murphy Oil’s U.S. marketing business. For more information, see “The Separation” included elsewhere in this Information Statement. Murphy USA’s headquarters will be located at 200 Peach Street, El Dorado, Arkansas 71730 and its general telephone number is (870) 875-7600. Our Internet website is www.murphyusa.com. Our website and the information contained on that site, or connected to that site, are not incorporated by reference into this Information Statement. We are authorized to list Murphy USA’s shares of common stock on the NYSE under the ticker symbol “MUSA.”

Description of Our Business

We market fueling products through a network of Company retail stations, unbranded wholesale customers and bulk product customers. During 2012, Company stations sold approximately 3.8 billion gallons of motor fuel through our retail outlets.

Below is a table that lists the states where we operate Company-owned stations at June 30, 2013 and the number of stations in each state.

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The following table provides a history of our Company-owned station count during the six months ended June 30, 2013, and the three-year period ended December 31, 2012:

In recent years, we have purchased from Walmart the properties underlying 908 of our Company stations. Our December 21, 2012 agreement with Walmart provides for the potential purchase of approximately 200 additional sites. Our agreement requires us to obtain Walmart’s approval of our development plans and to indemnify Walmart for certain environmental liabilities. In addition, Walmart has the right to terminate the agreement with respect to certain properties located adjacent to Walmart stores if the sale of any such property to us would result in certain claims or liabilities against Walmart or, in Walmart’s sole discretion, would impair the operation of the related Walmart store.

Each of our owned properties that were purchased from Walmart is also subject to Easements and Covenants with Restrictions Affecting Land (“ECRs”), which impose customary restrictions on the use of such properties, which Walmart has the right to enforce. In addition, pursuant to the ECRs, certain transfers involving these properties are subject to Walmart’s right of first refusal or right of first offer. Also pursuant to the ECRs, we are prohibited from transferring such properties to a competitor of Walmart.

For risks related to our December 2012 agreement with Walmart, including the ECRs, see “Risk Factors—Risks Relating to Our Business—Walmart retains certain rights in its agreements with us, which may adversely impact our ability to conduct our business.”

For the remaining fueling stations located on or adjacent to Walmart property that are not owned, we have a master lease agreement that allows us to rent land from Walmart. The master lease agreement contains general terms applicable to all rental sites on Walmart property in the United States. The term of the leases is 10 years at each station, with us holding four successive five-year extension options at each site. A majority of the leased sites have over twenty years of term remaining including renewals. The agreement permits Walmart to terminate it in its entirety, or only as to affected sites, at its option under customary circumstances (including in certain events of bankruptcy or insolvency), or if we improperly transfer the rights under the agreements to another party. In addition, the master lease agreement prohibits us from selling all or any portion of a station without first offering to sell all or such portion of the station to Walmart and provides that if Murphy Oil USA, Inc. is acquired or becomes a party to any merger or consolidation that results in a material change in management of the stations, Walmart will have the option to purchase the stations at fair market value. We also have four Murphy USA sites located near Walmart locations where we pay rent to other landowners.

As of June 30, 2013, we have 151 Murphy Express sites where we own the land and ten locations where we rent the underlying land.

We have numerous sources for our retail fuel supply, including nearly all of the major and large oil companies operating in the U.S. We purchase fuel from oil companies and independent refiners at rates that fluctuate with market prices and generally are reset daily, and we sell fuel to our customers at prices that we establish daily. Most fuel is purchased by the truckload as needed to replenish supply at our Company stations. Our inventories of fuel on site turn approximately every day. By establishing motor fuel supply relationships with several alternate suppliers for most locations, we believe we are able to effectively create competition for our purchases among various fuel suppliers. We also believe that purchasing arrangements with multiple fuel suppliers may help us avoid product

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outages during times of motor fuel supply disruptions. At some locations, however, there are very few suppliers for fuel in that market and we may have only one supplier. Our refined products are distributed through a few product distribution terminals that are wholly owned and operated by us and from numerous terminals owned by others. About half of our wholly owned terminals are supplied by marine transportation and the rest are supplied by pipeline. We also receive products at terminals owned by others either in exchange for deliveries from our terminals or by outright purchase.

In addition to the motor fuel sold at our Company stations, our stores carry a broad selection of snacks, beverages, tobacco products and non-food merchandise. The merchandise we offer includes our private label products, such as an isotonic drink offered in several flavors and a private label energy drink. In 2012, we purchased more than 80% of our merchandise from a single vendor, McLane Company, Inc., a wholly owned subsidiary of Berkshire Hathaway, Inc.

A statistical summary of key operating and financial indicators for June 30, 2013 and 2012 and each of the five years ended December 31, 2012 are reported below.

Our business is organized into two operating segments: Marketing and Ethanol. Our business primarily consists of our Marketing segment, which includes our retail marketing sites and midstream assets. Our Ethanol segment consists of ethanol production facilities located in Hankinson, North Dakota and in Hereford, Texas. Total ethanol production in 2012 amounted to about 124.9 million gallons at Hankinson and 97.9 million gallons at Hereford. Our ethanol operations experienced much weaker operating margins during 2012 compared to the prior year.

On July 17, 2013, the U.S. Environmental Protection Agency (“EPA”) approved the ability of the Hankinson plant to generate RINs on production above 126 million gallons. Historically, the Hankinson site has demonstrated production rates of 135 million gallons per year as a result of several capital projects aimed at increasing capacity, including the addition of a fermenter and liquefaction tank.

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 of continued weak margins in the future.

To better focus the Company’s operations on its retail fuel business, we are currently considering strategic alternatives for the Hankinson and Hereford ethanol facilities. 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 these assets do not meet the criteria for “held for sale” presentation at this time. Therefore, historical financial results for these plants are included in continuing operations for all periods presented.

For operating segment information, see Note T “Business Segments” in the accompanying audited combined financial statements for the three-year period ended December 31, 2012 and Note N “Business Segments” in the accompanying unaudited combined financial statements for the three and six months ended June 30, 2013.

Competition

The U.S. petroleum business is highly competitive, particularly with regard to accessing and marketing petroleum and other refined products. We compete with other chains of retail fuel stations for fuel supply and in the retail sale of refined products to end consumers, primarily on the basis of price, but also on the basis of convenience and consumer appeal. In addition, we may also face competition from other retail fueling stations that adopt

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marketing strategies similar to ours by associating with non-traditional retailers, such as supermarkets, discount club stores and hypermarkets, particularly in the geographic areas in which we operate. We expect that our industry will continue to trend toward this model, resulting in increased competition to us over time. Moreover, because we do not produce or refine any of the petroleum or other refined products that we market, and Murphy Oil does not currently and will not in the future supply us with refined products, we compete with retail gasoline companies that have ongoing supply relationships with affiliates or former affiliates that manufacture refined products. We also compete with integrated companies that have their own production and/or refining operations that are at times able to offset losses from marketing operations with profits from producing or refining operations, and may be better positioned to withstand periods of depressed retail margins or supply shortages. In addition, we compete with other retail and wholesale gasoline marketing companies that have more extensive retail outlets and greater brand name recognition. Some of our competitors have been in existence longer than we have and have greater financial, marketing and other resources than we do. As a result, these competitors may have a greater ability to bear the economic risks inherent in all phases of our business and may be able to respond better to changes in the economy and new opportunities within the industry.

In addition, the retail gasoline industry in the United States is highly competitive due to ease of entry and constant change in the number and type of retailers offering similar products and services. With respect to merchandise, our retail sites compete with other convenience store chains, independently owned convenience stores, supermarkets, drugstores, discount clubs, gasoline service stations, mass merchants, fast food operations and other similar retail outlets. In recent years, several non-traditional retailers, including supermarkets, discount club stores and mass merchants, have begun to compete directly with retail gasoline sites. These non-traditional gasoline retailers have obtained a significant share of the gasoline market, and their market share is expected to grow, and these retailers may use promotional pricing or discounts, both at the fuel pump and in the convenience store, to encourage in-store merchandise sales and gasoline sales. In addition, some large retailers and supermarkets are adjusting their store layouts and product prices in an attempt to appeal to convenience store customers. Major competitive factors include: location, ease of access, product and service selection, gasoline brands, pricing, customer service, store appearance, cleanliness and safety.

Market Conditions and Seasonality

Market conditions in the oil and gas industry are cyclical and subject to global economic and political events and new and changing governmental regulations. Our operating results are affected by price changes in crude oil, natural gas and refined products, as well as changes in competitive conditions in the markets we serve. In addition, our ethanol production operations are impacted by the price of corn, which was elevated in connection with the 2012 growing season and may be affected by future droughts.

Oil prices, wholesale motor fuel costs, motor fuel sales volumes, motor fuel gross margins and merchandise sales can be subject to seasonal fluctuations. For example, consumer demand for motor fuel typically increases during the summer driving season, and typically falls during the winter months. Therefore, our revenues and/or sales volumes are typically higher in the second and third quarters of our fiscal year. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for motor fuel and merchandise that we sell. A significant change in any of these factors, including a significant decrease in consumer demand (other than typical seasonal variations), could materially affect our motor fuel and merchandise volumes, motor fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Trademarks

We sell gasoline primarily under the Murphy USA^® and Murphy Express brands, which are trademarks of Murphy Oil. The Trademark License Agreement that we expect to enter into with Murphy Oil in connection with the separation will contain a trademark license granting us the right to continue to use such Murphy Oil-owned trademarks throughout the term of that agreement subject to the terms and conditions therein. See “The Separation—Agreements with Murphy Oil Corporation.”

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In the highly competitive business in which we operate, our trade names, service marks and trademarks are important to distinguish our products and services from those of our competitors. We are not aware of any facts which would negatively impact our continuing use of any of the above trade names, service marks or trademarks.

IT Systems and Store Automation

All of our Company stations use a standard hardware and software platform for point-of-sale (“POS”) that facilitates item level scanning of merchandise for sales and inventory, and the secure acceptance of all major payment methods – cash, check, credit, debit, fleet and mobile. Our standard approach to large scale and geographically dispersed deployments reduces total IT cost of ownership for the POS and inherently makes the system easier to use, support, and replace. This POS technology strategy reflects close alignment with our growth plan.

The store back office systems run on the same platform as the POS which further leverages economies of scale to keep system costs down. The back office systems are primarily “Intranet” based web applications which are rendered through a standard web browser. These applications are a combination of software as a service (“SaaS”), commercial off the shelf software (“COTS”), and custom software applications developed using modern industry standard tools and methodologies.

Our Company stations use the PDI Enterprise accounting system to manage fuel and merchandise inventory, place orders, record deposits and transmit sales to the home office. Our Company stations also use COTS workforce management and task management systems for managing store associate labor, schedules, and duties. Sophisticated systems are used to minimize store labor by automating most redundant tasks such as merchandise and fuel pricing on the POS, fuel dispensers, and price signs.

All Company stations are networked to our central servers in the corporate office. Detailed sales transactions and fuel inventory levels are processed and recorded locally, then transmitted to the corporate office each 15 to 30 minutes. The data is then fed into a centralized data warehouse, where it is combined with other sources and used to optimize fuel pricing, streamline fuel inventory management, facilitate loss prevention and optimize supply chain and distribution.

Our corporate services utilize JD Edwards, PDI Enterprise, SOLARC and other enterprise systems for financial reporting, accounts payable, accounts receivable, asset management, payroll, human resources, credit and risk management and other support functions. These enterprise class systems provide significant flexibility in managing corporate and store operations, as well as scalability for growth.

The on-boarding process for the entire enterprise is performed through a SaaS provider. All paperwork and associated workflow is handled electronically which reduces both store and corporate administrative costs.

We invest in disaster recovery, system backups, redundancy, firewall, remote access security and virus and spam protection to ensure a high level of system security and availability. We have systems, business policies and processes around access controls, password expirations and file retention to ensure a high level of control within our IT network.

Environmental

We are subject to numerous federal, state and local environmental laws, regulations and permits. Such environmental requirements have historically been subject to frequent change and tended to become more stringent over time. While we strive to comply with these environmental requirements, any violation can result in litigation or the imposition of significant civil and criminal penalties, injunctions or other sanctions. Compliance with these environmental requirements affects our overall cost of business, including capital costs to construct, maintain and upgrade equipment and facilities, and ongoing operating expenditures. We maintain sophisticated leak detection and remote monitoring systems for underground storage tanks at the vast majority of our retail fueling stations. We operate above ground bulk petroleum tanks at our terminal locations and have either replaced or intend to replace underground product lines at our terminals with overhead pipelines to help mitigate the risk of potential soil and groundwater contamination. We allocate a portion of our capital expenditure program to comply with environmental laws and regulations, and such capital expenditures are projected to be $2.7 million in 2013.

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We could be subject to joint and several as well as strict liability for environmental contamination. Many of our current and former properties have been operated by third-parties whose handling and management of hazardous materials were not under our control, and substantially all of them have or previously had motor fuel or petroleum product storage tanks. Pursuant to certain environmental laws, we could be responsible for remediating contamination relating to such sites, including impacts attributable to prior site occupants or other third parties, and for implementing remedial measures to mitigate the risk of future contamination. We may also have liability for contamination and violations of environmental laws under contractual arrangements with third parties, such as landlords and former owners of our sites, including at our sites in close proximity to Walmart stores. Contamination has been identified at certain of our current and former terminals and retail fueling stations, and we are continuing to conduct investigation and remediation activities in relation to such properties. The discovery of additional contamination or the imposition of further cleanup obligations at these or other properties could result in significant costs. In some cases, we may be eligible to receive money from state “leaking petroleum storage tank” trust funds to help remediate contamination at certain sites. However, receipt of such payments is subject to stringent eligibility requirements and other limitations that can significantly reduce the availability of such trust fund payments and may delay or increase the duration of associated cleanups. We could also be held responsible for contamination relating to third-party sites to which we or our predecessors have sent hazardous materials for recycling or disposal. We are currently identified as a potentially responsible party in connection with one such disposal site. Any such contamination, leaks from storage tanks or other releases of hazardous materials could result in claims against us by governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage. From time to time, we are subject to legal and administrative proceedings governing the remediation of contamination or spills from current and past operations, including from our terminal operations and leaking petroleum storage tanks. For information regarding our recorded environmental liabilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Environmental and Other Loss Contingencies.”

Consumer demand for our products may be adversely impacted by fuel economy standards as well as greenhouse gas (“GHG”) vehicle emission reduction measures. In 2010, the EPA and the Department of Transportation’s National Highway Traffic Safety Administration (“NHTSA”) finalized new standards raising the required Corporate Average Fuel Economy of the nation’s passenger fleet to approximately 35 miles per gallon by 2016 and imposing the first-ever federal GHG emissions standards on cars and light trucks. In September 2011, the EPA and the Department of Transportation published first-time standards to reduce GHG emissions and fuel consumption of medium and heavy duty trucks. In August 2012, the EPA and NHTSA finalized further mandated decreases in passenger vehicle GHG emissions and increases in fuel economy beginning with 2017 model year vehicles and increasing to the equivalent of 54.5 miles per gallon by 2025. These and any future increases in fuel economy standards or GHG emission reduction requirements could decrease demand for our products.

GHG and other air emissions from our own facilities are also subject to regulation. For example, certain of our fueling stations may be required to install and maintain vapor recovery systems to control emissions of volatile organic compounds to the air during the vehicle fueling process. In addition, we are currently required to report annual GHG emissions from certain of our operations. Any existing or future GHG or other such air emission measures may result in increased compliance costs.

Our business is also subject to increasingly stringent laws and regulations governing the content and characteristics of fuel. For example, the gasoline we sell generally must meet increasingly rigorous sulfur and benzene standards. In addition, renewable fuel standards generally require refiners and gasoline blenders to meet certain volume quotas or obtain representative trading credits for renewable fuels that are established as a percentage of their finished product production. Such fuel requirements and renewable fuel standards may adversely affect our wholesale fuel purchase costs.

Sale of Regulated Products

In certain areas where our retail sites are located, state or local laws limit the hours of operation for the sale of alcoholic beverages and restrict the sale of alcoholic beverages and tobacco products to persons younger than a certain age. State and local regulatory agencies have the authority to approve, revoke, suspend or deny applications for and renewals of permits and licenses relating to the sale of alcoholic beverages, as well as to issue fines to

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convenience stores for the improper sale of alcoholic beverages and tobacco products. Failure to comply with these laws may result in the loss of necessary licenses and the imposition of fines and penalties on us. Such a loss or imposition could have a material adverse effect on our business, liquidity and results of operations. In many states, retailers of alcoholic beverages have been held responsible for damages caused by intoxicated individuals who purchased alcoholic beverages from them. While the potential exposure for damage claims as a seller of alcoholic beverages and tobacco products is substantial, we have adopted procedures intended to minimize such exposure.

Federally mandated anti-money laundering regulations, specifically the USA PATRIOT Act, which amends the Bank Secrecy Act, dictate the rules and documentation requirements we follow for the sales of money orders. In addition, we are subject to random anti-money laundering compliance audits. We have an anti-money laundering compliance program and have employees of the Company who review certain money order sales transactions to ensure compliance with federal regulations.

We also adhere to the rules governing lottery sales as determined by state lottery commissions in each state in which we make such sales.

Safety

We are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that certain information be maintained about hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and citizens. We believe that our operations are currently in substantial compliance with OSHA requirements, including general industry standards, record-keeping requirements and monitoring of occupational exposure to regulated substances.

Other Regulatory Matters

Our retail sites are also subject to regulation by federal agencies and to licensing and regulations by state and local health, sanitation, fire and other departments relating to the development and operation of retail sites, including regulations relating to zoning and building requirements and the preparation and sale of food. Difficulties in obtaining or failures to obtain the required licenses or approvals could delay or prevent the development of a new retail site in a particular area.

Our operations are also subject to federal and state laws governing such matters as wage rates, overtime and citizenship requirements. At the federal level, there are proposals under consideration from time to time to increase minimum wage rates and beginning in January 2014, we are required under current laws to provide a system of mandated health insurance. These legal requirements could affect our results of operations.

Employees

At June 30, 2013, we had approximately 7,900 employees, including approximately 1,715 full-time employees and 6,185 part-time employees.

Properties

Our headquarters of approximately 120,000 square feet is located at 200 Peach Street, El Dorado, Arkansas. In connection with the distribution, Murphy Oil will contribute the headquarters building to an affiliate of Murphy USA, and we will lease back a portion of the building to Murphy Oil. Murphy Oil will also contribute real estate at 422 North Washington Avenue, El Dorado, Arkansas, to an affiliate of Murphy USA as this property will be used for a portion of our operations. See “The Separation—Agreements with Murphy Oil Corporation—Lease Agreement for 200 Peach Street, El Dorado, Arkansas.” We have numerous owned and leased properties for our retail fueling stations as described under “—Description of Our Business,” as well as wholly owned product distribution terminals and two ethanol production facilities.

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Legal Proceedings

Murphy USA and its subsidiaries are engaged in a number of legal proceedings, all of which Murphy USA considers routine and incidental to its business. See Note L “Contingencies” in the accompanying unaudited combined financial statements for the three and six months ended June 30, 2013.

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MANAGEMENT

Executive Officers Following the Distribution

The following table sets forth information, as of August 1, 2013, regarding the individuals who are expected to serve as our executive officers following the distribution. In each case, such officer selections are expected to become effective prior to the distribution date. All individuals expected to serve as our executive officers are current employees of Murphy Oil or Murphy Oil USA, Inc., including Mr. Clyde as of August 1, 2013. We expect that those individuals noted below who are current employees of Murphy Oil will transfer from their respective employment with Murphy Oil to Murphy Oil USA, Inc. and, prior to the separation, resign from any officer roles with Murphy Oil.

There are no family relationships among any of the officers named above. Each officer of the Company will hold office from the date of election until a successor is elected. Set forth below is information about the executive officers identified above.

R. Andrew Clyde will serve as President and Chief Executive Officer of Murphy USA, and will also serve as a director. Mr. Clyde previously served Booz & Company (and prior to August 2008, Booz Allen Hamilton), in its global energy practice. He joined the firm in 1993 and was elected partner in 2000 holding leadership roles as North American Energy Practice Leader and Dallas office Managing Partner and serving on the firm’s board nominating committee. He worked with downstream petroleum and retail clients on engagements focused on corporate and business unit strategy, organization design and effectiveness and performance improvement. Mr. Clyde’s experience in Booz’s global energy practice will make him a valuable addition to our Board of Directors. Mr. Clyde received a master’s degree in Management with Distinction from the Kellogg Graduate School of Management at Northwestern University. He received a BBA in Accounting and a minor in Geology from Southern Methodist University.

Mindy K. West will serve as Executive Vice President, Chief Financial Officer and Treasurer of Murphy USA. Ms. West joined Murphy Oil in 1996 and has held positions in Accounting, Employee Benefits, Planning and Investor Relations. In 2007, she was promoted to Vice President & Treasurer for Murphy Oil. She holds a bachelor’s degree in Finance from the University of Arkansas and a bachelor’s degree in Accounting from Southern Arkansas University. She is a Certified Public Accountant and a Certified Treasury Professional.

John C. Rudolfs will serve as Executive Vice President Marketing of Murphy USA. From 2008 to 2009, Mr. Rudolfs was President of T-Court Investments in Washington D.C. Mr. Rudolfs joined Murphy Oil in 2010 as Vice President, Fuel for Murphy USA Marketing Company, a division of Murphy Oil USA, Inc. with over 15 years of experience in the oil and gas industry. In 2011, he was named Vice President, Real Estate & Business Development and promoted to Executive Vice President, Marketing in 2012. Mr. Rudolfs obtained a Bachelor of Science degree from the United States Naval Academy. He graduated from the United States Navy Supply Corps School with emphasis in Supply Chain Management, Finance, Accounting, and Combat Logistics. He is a retired decorated officer from the United States Navy.

Jeffery A. Goodwin will serve as Senior Vice President Field Operations of Murphy USA. Mr. Goodwin joined Murphy Oil in 2001 as District Manager in Jacksonville, Florida. In 2002, he was promoted to Maintenance Manager and transferred to El Dorado. He was promoted to Division Manager in 2003, then to Region Manager in 2006. In 2008, Mr. Goodwin was promoted to Vice President, Retail Operations and to Senior Vice President of Retail Operations in 2012. Mr. Goodwin holds a bachelor’s degree in Business from Widener University.

Marn K. Cheng will serve as Senior Vice President Operations Support of Murphy USA. Mr. Cheng joined Murphy Oil in 2000 as District Manager in Oklahoma City, Oklahoma. He held several positions within Murphy Oil before being promoted to General Manager, Retail Marketing in 2006. In 2008, he was named Regional Vice President for Murphy USA Marketing Company, a division of Murphy Oil USA, Inc. before serving as Vice President, Retail Operations. He was promoted to Vice President, Renewable Energy for Murphy Oil USA, Inc. in 2009. He returned to the retail marketing division in 2011 as Vice President, Fuels for Murphy USA Marketing Company and was promoted to Senior Vice President of Retail Operations in 2012. Mr. Cheng graduated from Texas Tech University with a bachelor’s degree in Marketing and also holds an MBA from Texas Tech University.

John A. Moore will serve as Senior Vice President, General Counsel, and Secretary of Murphy USA. Mr. Moore joined Murphy Oil in 1995 as Associate Attorney in the Law Department. He was promoted to Attorney in 1998 and Senior Attorney in 2005. He was promoted to Manager, Law and assumed the role of Corporate Secretary for Murphy Oil in 2011. Mr. Moore holds a bachelor’s degree in Philosophy from Ouachita Baptist University and a Law degree from the University of Arkansas.

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DIRECTORS

Board of Directors Following the Distribution

The following individuals are expected to serve as members of our Board of Directors following the distribution. None of the individuals expected to serve as members of our Board of Directors are current employees of Murphy Oil other than Mr. Clyde, who is our employee as of August 1, 2013.

Our Board of Directors will be divided into three classes, each of roughly equal size. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution; the directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders; the directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders after that. Commencing with the first annual meeting of stockholders held following the distribution, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will serve for a term of three years. We have not yet set the date of the first annual meeting of stockholders to be held following the distribution.

Set forth below is additional information regarding the directors identified above, as well as a description of the specific skills and qualifications such candidates are expected to provide the Board of Directors of Murphy USA Inc.

R. Madison Murphy will serve as the Chairman of the board of directors. Mr. Murphy has been a director of Murphy Oil Corporation since 1993 and serves on its Executive Committee and as Chair of the Audit Committee. He was Chairman of the board of directors of Murphy Oil from 1994 to 2004 and Chief Financial Officer of Murphy Oil from 1992 to 1994. Mr. Murphy has served on the board of directors of Deltic Timber Corporation since December 17, 1996. Mr. Murphy has also been the Managing Member of Murphy Family Management, LLC since 1998, which is engaged in investments, farm, timber and real estate operations. Mr. Murphy has been the President of The Murphy Foundation since 1994 which is a substantial private foundation providing charitable support for a range of initiatives, predominantly in Arkansas with an emphasis on education, scholarships and support. Mr. Murphy is also the owner of Presqu’ile Winery and the owner of the Sumac Company, LLC, which is engaged in investments, timber, and vineyard operations. Mr. Murphy serves on the Hendrix College board of trustees and was Chairman from 2001-2011. He also served a ten year term on the Arkansas Highway Commission and served as Chairman of the Commission from 2010 through his retirement in early 2013. Mr. Murphy’s corporate experience, along with his current board service to Murphy Oil and Deltic Timber Corporation, and previous board service to BancorpSouth, Inc., provide invaluable corporate leadership and financial expertise for the Board and for the board committees on which he is expected to serve. Mr. Murphy is a first cousin of Mr. Claiborne P. Deming and Rev. Christoph Keller, III, both of whom serve on our Board.

R. Andrew Clyde — See “—Executive Officers Following the Distribution.”

Claiborne P. Deming has served as Chairman of the Board of Murphy Oil since March 2012, and is also Chairman of its Executive Committee. He served as President and Chief Executive Officer of Murphy Oil from October 1, 1994 to December 31, 2008. Prior to assuming that position, he served as Executive Vice President and Chief Operating Officer and had served previously as President of Murphy Oil USA, Inc. He served on the board of directors of Entergy Corporation from 2002 to 2006, and was a member of the Arkansas State Board of Education from September 1999 to June 2002. Mr. Deming is a past President of the 25 Year Club of the Oil and Gas Industry, past Chairman of the National Petroleum Council and was awarded API’s 2011 Gold Medal Award for Distinguished Achievement. In addition, Mr. Deming is a member of the Vanderbilt University Board of Trust and a member of the Jefferson Scholars Foundation Board of the University of Virginia. Mr. Deming is currently a private investor and he serves on several private company boards, including Tudor, Pickering, Holt & Co., a private investment and merchant bank that services the oil and gas industry. Mr. Deming’s vast experience in the oil and gas industry and his leadership roles at Murphy Oil will provide a wealth of insight to our Board. Mr. Deming is a first cousin of Mr. R. Madison Murphy and Rev. Christoph Keller, both of whom serve on our Board.

        Thomas M. Gattle Jr. has served as Chairman of the Board, President and Chief Executive Officer of Terral RiverService, Inc. since 1992. Terral RiverService, Inc. is a private company which employs 225 people and which operates fertilizer terminals, boats and barges on the lower Mississippi River and its connected inland waterways. Prior to his tenure at Terral RiverService, Mr. Gattle owned and operated several businesses including Terral Barge Line, which operated the Lake Providence and Madison Ports on the Mississippi River from 1980-1992 and Great River Grain from 1980-1990, which owned and operated grain elevators on the lower Mississippi River. He worked for Terral Norris Seed Company from 1975-1980. Mr. Gattle is currently a director of American Plant Food, based in Houston, Texas and President of the Louisiana Wildlife & Fisheries Foundation. He is past Chairman of the Louisiana Wildlife and Fisheries Commission, past President of the Agricultural Leaders of Louisiana and past Chairman of the Briarfield Academy School board of directors. He is involved in numerous charitable and trade organizations. Mr. Gattle’s many years of experience as a successful company owner and executive officer will allow him to provide significant input to our Board on both financial and operational matters.

Robert A. Hermes has been a director of Murphy Oil Corporation since 1999 and serves as a member of the Executive Committee, Nominating & Governance Committee and Environmental, Health & Safety Committee. He was Chairman of the Board of Purvin & Gertz, Inc., an international energy consulting firm before his retirement in 2005. Dr. Hermes has broad experience in economic and technical aspects of petroleum refining, crude oil pricing, oil logistics, petroleum marketing, and interfuel competition. He also brings to the Board expertise in strategic planning and feasibility studies. As former Chairman of the Board of Purvin & Gertz, Inc., Dr. Hermes has a strong background as an advisor on energy policy, which will enable him to provide valuable insight to our Board.

Fred Holliger was Chairman and CEO of Giant Industries (“Giant”), a NYSE petroleum refining and retail convenience store company from 2005 until 2007 when it was merged with Western Refining Company. Mr. Holliger was President and Chief Operating Officer of Giant for the previous 16 years. He is a former director of the National Petroleum Refinery Association and the New Mexico Oil and Gas Association. He spent his entire 36-year career in the petroleum industry in a variety of engineering, marketing, supply and general management positions, including serving as President of Northern Natural Gas Company. He was also an independent consultant to Western Refining Company from 2007 through June 2012. Mr. Holliger’s long career in the oil and gas industry along with his leadership experience will allow him to provide valuable insight to our Board.

The Reverend Dr. Christoph Keller, III has been a director of Deltic Timber Corporation since December 17, 1996 and is a member of the Executive Compensation Committee and Chair of the Nominating and Corporate Governance Committee of Deltic Timber Corporation. He has been an Episcopal priest since 1982, and is currently Theologian-in-Residence for St. Margaret’s Episcopal Church in Little Rock, Arkansas. He was founding pastor of St. Margaret’s Episcopal Church, serving from 1991 to 1998. In that role, he was in charge of all business operations of the church including budgeting, accounting and auditing. He is a member of the board of trustees of General Theological Seminary in New York City, and a past board member of the Episcopal Church Building Fund, also in New York City. Reverend Keller has served from 1998 to 2008 as a manager of Keller Enterprises, L.L.C., a firm with farming operations and real estate and venture capital investments. He has served on its board and currently chairs its Executive Compensation Committee. Rev. Keller’s board level experience on both public and private companies will enable him to make valuable contributions to our Board. Rev. Keller is first cousin of Claiborne P. Deming and R. Madison Murphy, both of whom serve on our Board.

James W. Keyes is currently Chairman and Chief Executive Officer of Wild Oats LLC, a position he has held since January 2012. He was Chief Executive Officer of 7-Eleven Inc. from 2000 to 2005 and held a variety of other positions prior to that in his twenty-one year career, including Chief Financial Officer and Chief Operating Officer. Mr. Keyes was Chairman and Chief Executive Officer of Blockbuster from 2007 to 2011 and led the company through a restructuring process that involved the successful sale of assets to Dish Networks, preserving over 19,000 jobs and providing continuity for the Blockbuster brand. Blockbuster filed for Chapter 11 bankruptcy on September 23, 2010. Mr. Keyes serves on numerous civic boards and was the recipient of the Horatio Alger award in 2005 and the Ellis Island Medal of Honor in 2008. Mr. Keyes’s experience running large companies, and specifically a retail gasoline chain should provide invaluable expertise to our Board.

Diane N. Landen is owner and President of Vantage Communications, Inc. where she has experience in investment management, communications, and broadcast property ownership for over 20 years. She also serves as Vice Chairman and Executive Vice President of Noalmark Broadcasting Corporation, which is a radio and media company which owns and operates radio stations in multiple markets in Arkansas and New Mexico. Her responsibilities at Noalmark include oversight of the Company’s corporate strategy. She is a partner at Munoco Company L.C., an oil and gas exploration and production company. Ms. Landen also serves on the board of Loutre Land and Timber Company, a natural resources company. She acts as Secretary of the Company and serves on the Executive and Nominating Committees. Ms. Landen serves in leadership positions for numerous charitable organizations. She has, through her involvement in these many and varied business ventures, developed a broad range of experience in operating successful companies, allowing her to make significant contributions to our Board.

        Jack T. Taylor has been a director of Sempra Energy since February 2013 and serves as a member of the Audit; Environmental, Health, Safety and Technology; and LNG Joint Venture and Financing Committees. He was the Chief Operating Officer-Americas and Executive Vice Chair of U.S. Operations for KPMG LLP from 2005 to 2010. From 2001 to 2005 he served as the Vice Chairman of U.S. Audit and Risk Advisory Services for KPMG LLP. Mr. Taylor is a director of Christus Schumpert Health System Foundation. Mr. Taylor has extensive experience with financial and public accounting issues as well as a deep knowledge of the energy industry. He spent over 35 years as a public accountant at KPMG LLP, many of which he worked in a leadership capacity. This experience with financial and public accounting issues, together with his executive experience and knowledge of the energy industry, make him a valuable addition to our Board.

Qualification of Directors

We believe our board of directors following the distribution consists of individuals with appropriate skills and experiences to meet board governance responsibilities and contribute effectively to our company. The Nominating and Governance Committee will seek to ensure the board of directors reflects a range of talents, ages, skills, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, governmental/regulatory, leadership and retail-related industries, sufficient to provide sound and prudent guidance with respect to our operations and interests. Our board of directors will seek to maintain a diverse membership, but will not have a separate policy on diversity at the time of our separation from Murphy Oil.

Composition of the Board of Directors

We currently expect that our board of directors will consist of ten members, a majority of whom we expect to satisfy the independence standards established by the Sarbanes-Oxley Act of 2002 and the applicable rules of the SEC and the NYSE.

Committees of the Board of Directors

Our board of directors will establish several standing committees in connection with the discharge of its responsibilities. Effective upon the distribution, our board of directors will have the following committees:

Audit Committee—The Audit Committee will have the sole authority to appoint or replace the Company’s independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee will also assist the Board with its oversight of the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications, independence and performance, the performance of the Company’s internal audit function, the compliance by the Company with legal and regulatory requirements, and the review of programs related to compliance with the Company’s Code of Business Conduct and Ethics. The Audit Committee will meet with representatives of the independent registered public accounting firm and with members of the internal Auditing Department for these purposes.

The size and composition of the Audit Committee will meet the independence requirements set forth in the applicable listing standards of the SEC and the NYSE and requirements set forth in the Audit Committee charter. At least one member of the Audit Committee will qualify as a financial expert within the meaning of applicable SEC rules. The initial membership of the Audit Committee will be determined prior to the distribution.

A more detailed discussion of the committee’s mission, composition and responsibilities is contained in the Audit Committee charter, which will be available on our website: www.murphyusa.com.

Executive Committee—The Executive Committee will be vested with the authority to exercise certain functions of the board when the board is not in session. The Executive Committee will also be in charge of all general administrative affairs of the Company, subject to any limitations prescribed by the board. The initial members of the Executive Committee will be determined prior to the distribution.