11-K 1 form11-k2021.htm 11-K Document

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

 
 FORM 11-K

             (Mark one)        
[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2021
 
 
OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
Commission File Number 001-35914


MURPHY USA INC. SAVINGS PLAN
(Full title of the Plan)
 
 
logousedforfilinga04.jpg

MURPHY USA INC.
(Name of issuer of securities held pursuant to Plan)
 




  
200 Peach Street, El Dorado, Arkansas71730-5836
(Address of issuer's principal executive office)
(Zip Code)
 


Murphy USA Inc. Savings Plan
 
Table of Contents
  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Plan Administrator and Plan Participants of  
Murphy USA, Inc. Savings Plan
El Dorado, Arkansas
 
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Murphy USA Inc. Savings Plan (the Plan) as of December 31, 2021 and 2020, and the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting.  Accordingly, we express no such opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information
The supplemental information contained in the Schedule of Assets (Held at End of Year) as of December 31, 2021 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.  The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.  In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ POSTLETHWAITE & NETTERVILLE, APAC    
                        
We have served as the Company's Plan auditor since 2020.

Metairie, Louisiana 
June 24, 2022
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Murphy USA Inc. Savings Plan    
Statements of Net Assets Available for Benefits
December 31, 2021 and 2020
 
 
 
 20212020
Assets  
Beneficial interest in Master Trust net assets available for benefits (See Note 2)$181,121,865 $144,964,845 
Receivables
Profit sharing contributions
7,554,044 7,440,304 
Notes receivable from participants
4,229,148 3,745,375 
Net assets available for benefits
$192,905,057 $156,150,524 
 
 
See accompanying notes to financial statements, page 6

4

Murphy USA Inc. Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2021
 
 
Beneficial interest in the net investment income of Master Trust (see Note 2)$28,931,743 
  
Contributions: 
Employer12,853,573 
Employee7,523,761 
Rollover from other plans1,505,674 
Total contributions21,883,008 
Interest income from notes receivable201,510 
Benefits paid directly to participants(14,261,728)
Net change for the year36,754,533 
Net assets available for benefits at beginning of the year156,150,524 
Net assets available for benefits at end of the year$192,905,057 


 See accompanying notes to financial statements, page 6

5
Murphy USA Inc. Savings Plan
Notes to Financial Statements




1. Summary of Significant Accounting Policies and Provisions of the Plan
 
Basis of Presentation
 
The accompanying financial statements of the Murphy USA Inc. Savings Plan ("the Plan") have been prepared on the accrual basis and present the net assets available for benefits to participants in the Plan and changes in net assets available for benefits.  These statements present the Plan's investments as a beneficial interest in the Master Trust (see Note 2). Investments are reported at fair value. Benefits are recorded when paid.  The Plan has made estimates in preparing the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America.  Actual results could differ from those estimates.

Significant Provisions
 
The Plan was adopted effective August 31, 2013 to cause the accounts of all Murphy USA employees which were previously held by the Thrift Plan for Employees of Murphy Oil Corporation to be transferred to the Plan for employees of Murphy USA Inc. and its subsidiaries, all of which were 100% vested on the date the assets were transferred to the Plan and its related trust.  For new participants vesting service is 100% after completion of one full year of employment for the Discretionary Employer Contribution Accounts and three full years for the Profit Sharing Contribution Accounts.    
 
The Plan assumed sole responsibility for the liabilities with respect to the transferred accounts of such Murphy USA employees.
 
The following is a summary of certain information related to the Plan, which is sponsored by Murphy USA Inc. ("Murphy") and administered by Murphy 's Employee Benefits Committee ("the Committee"). The Plan documents should be referred to for a complete description of the Plan's provisions.
 
Each employee, except leased or contract employees, of one of the following companies (identified herein collectively as "the Companies" and individually as "the Company") who is in Covered Employment as defined by the Plan may participate in the Plan.

A. Murphy USA Inc.
 
B.  Murphy Oil USA, Inc., a wholly owned subsidiary of Murphy, other than an hourly paid retail store based employee of Murphy Oil USA, Inc.
 
A participant may have the following Plan accounts to which amounts may be allotted by the participant or contributed by the Company, with limitations as indicated.
 
A.    Salary Deferral Account - participant's allotments up to a maximum of 25% of base pay for the year, but not to exceed $19,500 annually in 2021.

B. Matching Employer Contribution Account - Company contributions, dollar-for-dollar, based on the participant's allotments (up to a maximum of 6% of regular earnings including overtime) made to the Salary Deferral Account.
 
C. Employee Contribution Account - a non-highly paid participant's after-tax allotments up to a maximum of 10% of base pay for the year. If highly paid, no after-tax allotments are allowed.
D. Rollover Account - contributions made by an employee from a prior qualified plan.
 
E. Catch-Up Contribution Account - participant's allotments for all eligible employees who have attained age 50 before the close of the Plan year and are contributing the maximum pre-tax amount permitted by the Plan, up to a maximum of 25% of base pay for the year, but not to exceed $6,500 for 2021.
 
F. Discretionary Profit-Sharing Contribution Account - Company discretionary contributions began at the inception of the Plan.  Contributions included in the 2021 period were based on the established contribution rates applied to the pro-rata base pay plus annual bonus of the eligible participants.
 
Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
 
At the date the assets were transferred to the Plan, all active participants were vested in all Company contributions.  Any amounts contributed by the Companies that are forfeited by participants in accordance with provisions of the Plan are applied to reduce subsequent contributions by the Companies.
 
A withdrawal from either a Salary Deferral Account or Catch-up Contribution Account is not permissible except upon a finding that a hardship exists as defined by federal tax regulations, upon the attainment of age 59½ or upon termination.  After a hardship withdrawal from a Salary Deferral Account, participation in the Salary Deferral Account and Matching Employer Contribution Account is suspended for six months.  A withdrawal from a Rollover Account is permitted at any time without any penalty or suspension.
 
Withdrawals from Employee Contribution Accounts must be at least $250 and may not be made until at least 12 months after the most recent such withdrawal. No participation penalty is applied to such a withdrawal.
 
A vested participant may withdraw from a Discretionary Employer Contribution Account under guidelines established by the Committee that are uniformly applicable to all participants.
 
Any taxable income distributed to a participant may be subject to a 10% penalty tax under the Tax Reform Act of 1986. A $20 fee is charged for an in-service nonhardship withdrawal.
 
A vested in-service participant may borrow a minimum of $500 and a maximum equal to the lesser of (a) $50,000 less the highest outstanding loan balance(s) in the last twelve months or (b) 50% of their vested account balance.  A participant may have one general-purpose loan and one residential loan outstanding at any one time.  The term of each loan will be in whole years, with maximums of five years for a general-purpose loan and 15 years for a residential loan.  Loan repayments, including interest at the prime rate as of the beginning of the loan period, are made into the participant's account through after-tax payroll deductions.  Each loan has a $35 initiation fee and a $15 quarterly maintenance fee.  Interest rates on outstanding loans at December 31, 2021 range from 3.25% to 6.50%.
 
Upon retirement, disability, or death of a participant, the participant or his/her designated beneficiary has the option to receive settlement in a lump sum or installment payments over a period of time not to exceed the actuarial life of the participant.

Investment Options
 
Each Plan participant may invest contributions in one or more of 25 investment options within the Master Trust. A participant determines how each of his or her accounts is divided among the different options, but any division of a participant's allotment and Company contributions must be in whole percentages. Account balance transfers must be a minimum of 1% of the account balance.
 
Obligation for Contributions to the Plan
 
The Companies have voluntarily agreed to make contributions to the Plan based on each participant's allotments to the Salary Deferral Account subject to a maximum of 6% of the participant's regular earnings including overtime.  For the period from January 1, 2021 to December 31, 2021 these contributions were $5,299,529. Although the Companies have not expressed any intent to terminate the Plan, they may do so at any time.
 
The Companies may make contributions to the Profit Sharing component of the Plan at their discretion. Contributions are determined based on the participant's attained whole years of age and attained whole years of vesting service determined as of the first day of the Plan year. The percentage of compensation to be contributed is determined by the sum of those two numbers. If the sum is (1) less than 50, the applicable rate is 5.0%, (2) 50 but less than 70, the applicable rate is 7.0%, and (3) 70 and higher, the applicable rate is 9.0%. However, these rates shall not apply to a store manager in the marketing service station operations as they are
entitled to a profit sharing contribution of 5.0% of their compensation (base pay plus bonus, excluding overtime, commissions and other forms of extra pay) for the Plan Year. Employees become eligible for the profit sharing contribution after completing one year of vesting service and must be actively employed by Company on the last day of a plan year. For the period from January 1, 2021 to December 31, 2021 these contributions were $7,554,044, which is net of forfeitures applied of $550,000 and will be funded in 2022. Therefore, this amount is recorded as a receivable from the Plan sponsor.
 
Voting Rights
 
Each participant is entitled to exercise voting rights attributable to the shares of the Murphy Oil Corporation common stock and Murphy USA Inc. common stock allocated to his or her account and is notified by the trustee prior to the time that such rights are to be exercised. The trustee is not permitted to vote any shares for which instructions have not been given by the participant.
 
Administrative Expenses
 
Murphy pays certain costs of Plan administration. Trustee fees and related expenses will be paid by either the Plan or by participants' fees.
 
Plan Termination
 
Although it has not expressed an intention to do so, Murphy USA Inc. has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

Basis of Accounting
 
The accompanying financial statements have been prepared on the accrual basis of accounting.

Forfeited Accounts
 
Forfeitures may arise if a participant's separation from service occurs before the three-year vesting period for the Profit Sharing Contribution Accounts. Forfeited non-vested amounts were used to reduce employer contributions by $550,000, for the 2021 Plan year. At December 31, 2021, there were $573,272 funds in forfeited non-vested accounts and at December 31, 2020, there were $549,766.


Transfers Between Fair Value Hierarchy Levels
 
Transfers in and out of Level 1 (quoted market prices), Level 2 (other significant observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no such transfers during the years ended December 31, 2021 and 2020.


2. Master Trust Net Assets
 
The assets of the Plan are commingled in a Master Trust with the assets of another plan sponsored by Murphy USA Inc.  Fidelity Management Trust Company ("FMTC"), Boston, Massachusetts, is the Trustee.  The Master Trust had no nonparticipant-directed investments related to the Plan.
 
The Master Trust for Murphy USA Inc. was established August 31, 2013, concurrent with the separation from Murphy Oil Corporation. Assets for the Plan were held in the Master Trust for Murphy Oil Corporation prior to the transfer of the assets on September 7, 2013.
 
The following table presents the net assets of the Master Trust at December 31, 2021 and 2020 by type of investment.
20212020
Investments at fair valueMaster Trust BalancesPlan's Interest in Master Trust BalancesMaster Trust BalancesPlan's Interest in Master Trust Balances
Common Stock  
Murphy USA Inc.$22,438,168 $22,417,028 $15,011,611 $14,996,504 
Murphy Oil Corporation1,771,424 1,760,813 932,701 926,923 
       Common stock24,209,592 24,177,841 15,944,312 15,923,427 
Common collective trust8,841,040 8,305,480 8,938,416 8,438,187 
Registered investment companies 161,511,285 148,638,544 133,039,852 120,603,231 
   Net assets$194,561,917 $181,121,865 $157,922,580 $144,964,845 




The net increase in the net assets of the Master Trust for the year ended December 31, 2021, excluding participants allotments, Company contributions, and benefit payments, was as follows.
Investment IncomeMaster TrustPlan's Portion
Dividends and interest$14,910,292 $13,564,236 
Net appreciation in market value of investments15,790,209 15,392,863 
Total investment income 30,700,501 28,957,099 
Administrative expenses(40,031)(25,356)
Net investment income $30,660,470 $28,931,743 
 

The beneficial interests of the participating plans in the net assets of the Master Trust and the net investment income (loss) of the Master Trust are allocated in accordance with each participant's account balance. Quoted market prices are used to determine the fair value of investments in the registered investment companies and the common stock.  Participant loans receivable are valued at cost plus accrued interest, which approximates fair value.  Purchases and sales of securities are recorded on a trade date basis. Interest is recorded as earned and dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in market value of common stock and registered investment companies includes realized gains (losses) and unrealized appreciation (depreciation) in the fair value of these investments.
 
The Plan invests in a common collective trust ("CCT") with FMTC.  FMTC maintains the contributions in a general account.  The Plan's interest in the CCT is valued at the net asset value of the underlying investments reported by the issuer.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at net asset value daily.  There are no reserves against net asset value for credit risk of the contract issuer or otherwise.
 
The CCT does not permit the insurance companies or financial institutions to terminate the agreement prior to the scheduled maturity date.

6
Murphy USA Inc. Savings Plan
Notes to Financial Statements




3. Risk and Uncertainties
 
The Plan, through its investment in the Master Trust, provides for investment in various investment securities.  Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term.

 
4. Related Party Transactions
 
Fidelity Investments Institutional Operations Company, Inc. ("FIIOC") handles record keeping and administration of the Plan and the Master Trust.  Certain of the Plan's investment options are in shares in registered investment companies managed by Fidelity Management & Research Company ("FMRC").  FIIOC and FMRC are both affiliates of Fidelity Management Trust Company ("FMTC"), who is the Trustee for the Plan and also manages the Managed Income Portfolio I.  FMRC's fees were deducted from the earnings of the mutual funds it manages.  Total trustee and administrative fees paid from the Master Trust in the 2021 period were $40,031. The Master Trust paid $25,356 in trustee and administrative fees to FMTC and FIIOC in 2021 for the Savings Plan and also $14,675 for the other plan included in the Master Trust.  In addition, the Plan provides for investment in Murphy USA Inc. and Murphy Oil Corporation common stock and participant loans, which also qualify as party-in-interest transactions.  Contributions into the MUSA Stock Fund totaled $1,846,566 for the year ended December 31, 2021, while distributions out of the MUSA Stock Fund totaled $2,324,404. These transactions are covered by exemptions from the "prohibited transactions" provisions of ERISA and the Internal Revenue Code of 1986, as amended.


5. Income Taxes
 
The Committee believes that the Plan meets the necessary requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended, and accordingly, that the related Master Trust is exempt from taxation under the provisions of Section 501(a) of the Internal Revenue code of 1986, as amended. As a Cycle "A" filer, Murphy USA requested a new determination letter from the IRS under the cycle that opened in the year 2016. In a letter dated March 23, 2018, the Internal Revenue Service informed the Company that the Plan and Master Trust are designed in accordance with applicable sections of the Internal Revenue Code of 1986 as amended. Until cash or shares are withdrawn from the Plan by a participant or a participant's beneficiary, no income tax is payable by the participant/beneficiary on: contributions made by the Company on the participant's behalf, allotments made by the participant pursuant to the Economic Recovery Tax Act of 1981, or the participant's proportional share of the investment income of the Master Trust.


6. Assets at Fair Value
 
The Company carries certain assets at fair value in its Statements of Net Assets Available for Benefits. The fair value hierarchy is based on the quality of inputs used to measure fair value, with Level 1 being the highest quality and Level 3 being the lowest quality.  Level 1 inputs are quoted prices in active markets for identical assets or liabilities.  Level 2 inputs are observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.  Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying Statements of Net Assets Available for Benefits, as well as the general classification of such instruments pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the years ended December 31, 2021 and 2020.
 
Common stocks - valued at the closing sales price reported on recognized securities exchange on the last business day of the fiscal year.

7
Murphy USA Inc. Savings Plan
Notes to Financial Statements




Registered investment companies - valued at quoted market prices which represent the net asset value of shares held by the Plan on the last business day of the fiscal year.

Common collective trust - valued at the net asset value of units of a collective trust. The net asset value as provided by the trustee is used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund of units held by the Plan on the last business day of the fiscal year, as determined by the issuers of the funds based on the fair value of the underlying assets.

There are no assets or liabilities measured at fair value on a nonrecurring basis.

Recurring Measurements
 
The following tables presents sets forth by level, within the fair value hierarchy, the Master Trust's assets at fair value as of December 31, 2021 and 2020.  
 
Fair Value Measurements Using
  Quoted Prices  
  in ActiveSignificant 
  Markets forOtherSignificant
  IdenticalObservableUnobservable
 TotalAssetsInputsInputs
December 31, 2021Fair Value(Level l)(Level 2)(Level 3)
Common stock$24,209,592 24,209,592 — — 
Registered investment companies and other receivables161,511,285 161,511,285 — — 
185,720,877 185,720,877 — — 
Common collective trust funds measured at Net Asset Value8,841,040 
Total investments at fair value$194,561,917 
 
 Fair Value Measurements Using
  Quoted Prices  
  in ActiveSignificant 
  Markets forOtherSignificant
  IdenticalObservableUnobservable
 TotalAssetsInputsInputs
December 31, 2020Fair Value(Level l)(Level 2)(Level 3)
Common stock$15,944,312 15,944,312 — — 
Registered investment companies133,039,852 133,039,852 — — 
148,984,164 148,984,164 — — 
Common collective trust funds measured at Net Asset Value8,938,416 
Total investments at fair value$157,922,580 
 
The above table does not include notes receivable from participants in the amount of $4,229,148 for 2021 and $3,745,375 for 2020.
8

Schedule I

Murphy USA Inc. Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2021
 
 
Identity of issue/description of investment
 
Current value
 
Beneficial interest in Master Trust* $181,121,865 
Notes receivable from participants** 4,229,148 
 $185,351,013 
 
*The Plan's beneficial interest in the Master Trust includes investments in certain funds that represent a
party-in-interest.
**Party-in-interest. Interest rates between 3.25% and 6.50% (see Note 1).



































9

Murphy USA Inc. Savings Plan
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee has duly  caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MURPHY USA INC. SAVINGS PLAN
 
 
 
                        
Date:  June 24, 2022
By: /s/  Celeste Jackson 
Celeste Jackson
Vice President, Human Resources and
Chair of Employee Benefits Committee, Murphy USA Inc.
 

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