WORLD KINECT CORP

WORLD KINECT CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies

General

World Kinect Corporation (the "Company") was incorporated in Florida in July 1984 and, along with its consolidated subsidiaries, is referred to collectively in this Quarterly Report on Form 10-Q ("10-Q Report") as "World Kinect," "we," "our" and "us."

We are a global provider of aviation, marine, and ground-based transportation fuels and complementary services operating under our core commercial brand, World Fuel. Through an integrated global supply and logistics network, we source and distribute products and services to meet customer needs throughout the world, including lower-carbon fuels to support our customers' energy-transition objectives. In the United States, we also market natural gas and related solutions.

The Condensed Consolidated Financial Statements and related Notes include our parent company and all subsidiaries where we exercise control, and include the operations of acquired businesses after the completion of their acquisition. The decision of whether or not to consolidate an entity requires consideration of majority voting interests, as well as effective economic or other control over the entity. The Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes included in our 2025 Annual Report on Form 10-K ("2025 10-K Report"). All intercompany transactions among our businesses have been eliminated.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. All adjustments necessary for a fair statement of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in this 10-Q Report should be read in conjunction with the Consolidated Financial Statements and accompanying Notes included in our 2025 10-K Report.

Due to rounding, certain amounts may not add; however, all percentages have been calculated using unrounded amounts. Certain prior period amounts have been reclassified to conform to the current presentation.

New Accounting Standards

Accounting Standards Issued but Not Yet Adopted

Expense Disaggregation. Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, was issued in November 2024. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; however, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements for each interim and annual period. The amendments require disclosure of the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities included in each relevant expense caption. The amendments also require disclosure of certain amounts that are already required to be disclosed under current guidance in the same disclosure as the other disaggregation requirements, a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses as well as, in annual reporting periods, the entity's definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied prospectively to financial statements issued for reporting periods after the effective date of the update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the amendments to identify potential impacts to the Company's Notes to the Condensed Consolidated Financial Statements and processes.

Internal-Use Software. ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, was issued in September 2025. ASU 2025-06 modernizes the accounting for internal-use software costs by eliminating the prescriptive "project stage" model and introducing a principles-based framework that is intended to better reflect current software development practices and consolidate guidance on website development costs into the broader framework for internal-use software. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company’s Condensed Consolidated Financial Statements and processes.

Environmental Credits. ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), was issued in May 2026. ASU 2026-02 establishes new authoritative guidance for the recognition, measurement, presentation, and disclosure of environmental credits and related environmental credit obligations, including those arising from regulatory compliance programs and activities that generate or give rise to environmental credits, whether generated internally, acquired, traded, or granted. The standard introduces a standardized framework that distinguishes between compliance and noncompliance environmental credits and provides guidance for accounting for both the credits and associated obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the new guidance to identify potential impacts to the Company’s Condensed Consolidated Financial Statements and processes.

There are no other recently issued accounting standards not yet adopted by us that are expected, upon adoption, to have a material impact on the Company’s Condensed Consolidated Financial Statements or processes.

Significant Accounting Policies

There have been no significant changes in the Company's accounting policies from those disclosed in our 2025 10-K Report. The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies of the accompanying Notes to the Consolidated Financial Statements included in our 2025 10-K Report.

2. Acquisitions and Divestitures

Assets and Liabilities Held for Sale

Land Fuel Transportation and Lubricants Disposal Group

During the fourth quarter of 2025, management committed to and initiated actions to execute a plan to exit certain operations within the land segment that were no longer profitable or not aligned with the Company's core business and corporate strategy. These exit plans include certain assets and liabilities within the land segment (the "Land Fuel Transportation and Lubricants disposal group") that were expected to be sold during 2026. The disposal group did not meet the criteria to be reported as a discontinued operation, however the assets and liabilities within the disposal group met the criteria to be classified as held for sale as of December 31, 2025.

The Land Fuel Transportation and Lubricants disposal group assets were assessed for impairment under the held for sale impairment model during the fourth quarter of 2025. As a result, impairment charges totaling $85.1 million were recognized to reduce the carrying amount of the disposal group to its estimated fair value less costs to sell. The total impairment charge included approximately $35.3 million of goodwill that was allocated to the Land Fuel Transportation and Lubricants disposal group, as well as $49.7 million related to the long-lived assets included within the disposal group. The remaining carrying value of disposal group assets and liabilities was classified as Other current assets and Accrued expenses and other current liabilities, respectively, within our Condensed Consolidated Balance Sheet as of December 31, 2025.

In June 2026, we closed on the sale of a majority of the Land Fuel Transportation and Lubricants disposal group for total proceeds of $82.8 million, subject to inventory and other adjustments. During the second quarter of 2026, we recognized a gain on sale of $1.2 million. Certain assets originally included in the Land Fuel Transportation and Lubricants disposal group were not included in the sale transaction and were no longer considered held for sale as of June 30, 2026. As a result, $4.0 million of impairment charges previously recognized during the fourth quarter of 2025 were reversed during the second quarter of 2026. As of June 30, 2026, there were no Land Fuel Transportation and Lubricants disposal group assets or liabilities classified as held for sale.

Falmouth Disposal Group

Also during the fourth quarter of 2025, the Company decided to significantly reduce trading activity at the Falmouth terminal and actively pursue a sale of the terminal and related assets. The Falmouth disposal group has historically been reported within the marine segment. The Falmouth disposal group does not meet the criteria to be reported as a discontinued operation, however the assets and liabilities within the disposal group met the criteria to be classified as held for sale as of December 31, 2025.

The Falmouth disposal group assets were assessed for impairment under the held for sale impairment model during the fourth quarter of 2025. As a result, an impairment charge of $3.3 million was recognized to reduce the carrying amount of the Falmouth terminal land within the disposal group to its estimated fair value less costs to sell. The remaining carrying value of disposal group assets and liabilities have been reclassified to Other current assets and Accrued expenses and other current liabilities, respectively, within our Condensed Consolidated Balance Sheet. In July 2026, we signed and closed on the sale of the Falmouth terminal and related assets for total proceeds of approximately $1.3 million. We do not expect to recognize a material gain or loss on sale.

The following table summarizes the carrying value of the Land Fuel Transportation and Lubricants and Falmouth disposal group assets and liabilities classified as held for sale (in millions):

2025 Acquisitions

On September 3, 2025, we entered into a definitive agreement with Universal Weather and Aviation to acquire their Trip Support Services division ("Universal TSS"). The acquisition closed on November 5, 2025 for total estimated consideration of $207.0 million, subject to customary adjustments relating to net working capital. At closing, $154.4 million was paid in cash and $60.0 million remained payable over the next four years. During the first quarter of 2026, the net working capital adjustments were updated and additional consideration of $8.3 million was paid to the seller. The acquisition was accounted for as a business combination and is reported in the aviation segment.

The purchase price allocation was finalized during the second quarter of 2026. The following table summarizes the fair value of the aggregate consideration as well as the final allocation of the purchase price to the fair value of the assets acquired and liabilities assumed (in millions):

(1)Represents expected payments of $15.0 million per year over each of the next four years, discounted to present value at the date of acquisition.

(2)Identifiable intangible assets subject to amortization primarily consist of customer relationships and other identifiable assets which will be amortized over a weighted average life of 18.4 years.

(3)Identifiable intangible assets not subject to amortization include trademarks and trade names acquired.

(4)Includes the recognition of right of use assets of $1.3 million and lease liabilities of $1.3 million.

(5)Goodwill is attributable primarily to the expected synergies and other benefits that we believe will result from combining the acquired operations with the operations of our aviation segment. All of the goodwill assigned to the aviation segment was deductible for tax purposes.

The following presents unaudited pro forma combined financial information of the Company for the three and six months ended June 30, 2025 as if the acquisition of Universal TSS had been completed on January 1, 2024 (in millions):

The unaudited pro forma combined financial information was based on the historical financial information of Universal TSS and includes (i) incremental amortization expense to be incurred based on the fair values of the identifiable intangible assets acquired; (ii) additional interest expense associated with the incremental borrowings under our Credit Facility (as defined below) to finance the acquisition and the accretion of the discount on the present value of future payments; (iii) nonrecurring transaction costs recognized in connection with the transaction; and (iv) the tax effect of the pro forma adjustments as well as the recognition of income tax expense associated with Universal TSS' historical statements, calculated using statutory tax rates, as Universal TSS was comprised of limited liability companies not subject to federal and state income taxes prior to the acquisition. The unaudited pro forma combined financial information does not necessarily reflect what the combined company's financial condition or results of operations would have been had the transaction and the related financing occurred on the dates indicated. The unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company following the transaction. In addition, the unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the transaction, or the costs to achieve any such synergies.

2025 Divestitures

On April 9, 2025, we signed and closed on the sale of WFL (UK) Ltd., which represents our U.K. land fuels business (the "Watson Fuels disposal group"), for total proceeds of $42.8 million, of which $23.6 million was collected in cash at closing (the "Watson Fuels sale"). As discussed in Note 5. Fair Value Measurements, during the first quarter of 2025, we recognized an asset impairment charge of $44.5 million with respect to the Watson Fuels asset group assets. The Watson Fuels sale resulted in a pre-tax loss of $81.7 million, net of costs to sell and after the reclassification of cumulative translation losses of $55.1 million, that is included in Other income (expense), net within our Condensed Consolidated Statements of Income and Comprehensive Income for the second quarter of 2025. The related tax benefit of $6.3 million is included within Income tax expense (benefit) within our Condensed Consolidated Statements of Income and Comprehensive Income. Prior to the Watson Fuels sale, the Watson Fuels asset group was reported within our land segment. The Watson Fuels sale did not meet the criteria to be reported as a discontinued operation.

3. Accounts Receivable

Accounts Receivable and Allowance for Credit Losses

When we extend credit on an unsecured basis, our exposure to credit losses depends on the financial condition of our customers and macroeconomic factors beyond our control, such as global economic conditions or adverse impacts in the industries we serve, changes in energy prices and political instability. We actively monitor and manage our credit exposure and work to respond to both changes in our customers' financial conditions and macroeconomic events. Based on the ongoing credit evaluations of our customers, we adjust credit limits based upon payment history and our customers' current creditworthiness. However, because we extend credit on an unsecured basis to most of our customers, there is a possibility that any accounts receivable not collected may ultimately need to be written off.

We had accounts receivable, net, of $2.9 billion and $2.2 billion and an allowance for expected credit losses, primarily related to accounts receivable, of $50.1 million and $16.6 million, as of June 30, 2026 and December 31, 2025, respectively. Changes to the expected credit loss provision during the six months ended June 30, 2026 resulted from the Company's assessment of reasonable and supportable forward-looking information. These changes were driven by the deteriorating financial condition of certain aviation and marine segment customers, including a marine segment customer which filed for creditor protection during the second quarter of 2026 and is currently operating under court supervision, as well as the impact of exiting certain activities as described in Note 14. Restructuring and Exit Activities. Based on an aging analysis as of June 30, 2026,95% of our accounts receivable were outstanding less than 60 days.

The following table sets forth activities in our allowance for expected credit losses (in millions):

Receivable Purchase Agreements

We have receivable purchase agreements ("RPAs") that allow for the sale of our qualifying accounts receivable in exchange for cash consideration equal to the total balance, less a discount margin, depending on the outstanding accounts receivable at any given time. Accounts receivable sold under the RPAs are accounted for as sales and excluded from Accounts receivable, net of allowance for credit losses on the accompanying Condensed Consolidated Balance Sheets. Fees paid under the RPAs are recorded within Interest expense and other financing costs, net on the Condensed Consolidated Statements of Income and Comprehensive Income. During the second quarter of 2026, we amended one of our RPAs to increase the facility size.

During the six months ended June 30, 2026 and 2025, we sold receivables under the RPAs with an aggregate face value of $6.6 billion and $5.6 billion and recognized fees of $15.3 million and $16.5 million, respectively.

4. Derivative Instruments

We are exposed to a variety of risks, including, but not limited to, changes in the prices of commodities that we buy or sell, changes in foreign currency exchange rates, changes in interest rates, and the creditworthiness of each of our counterparties. While we attempt to mitigate these fluctuations through hedging, such hedges may not be fully effective.

Our risk management program includes the following types of derivative instruments:

Fair Value Hedges. Derivative contracts we hold to hedge the risk of changes in the price of our inventory.

Cash Flow Hedges. Derivative contracts we execute to mitigate the risk of price and interest rate volatility in forecasted transactions.

Non-designated Derivatives. Derivatives we primarily transact to mitigate the risk of market price fluctuations in swaps or futures contracts, as well as certain forward fixed price purchase and sale contracts to hedge the risk of currency rate fluctuations and for portfolio optimization.

The following table summarizes the gross notional values of our derivative contracts used for risk management purposes (in millions):

The majority of our foreign currency exchange contracts and the volume related to our commodities contracts are expected to settle within the next twelve months.

Assets and Liabilities

The following table presents the gross fair value of our derivative instruments and their locations on the Condensed Consolidated Balance Sheets (in millions):

For information regarding our derivative instruments measured at fair value after netting and collateral, see Note 5. Fair Value Measurements.

The following amounts were recorded on our Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges (in millions):

Earnings and Other Comprehensive Income (Loss)

Derivatives Designated as Hedging Instruments

The following table presents, on a pre-tax basis, the location and amount of gains (losses) on fair value and cash flow hedges recognized in net income (loss) in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):

The following table presents, on a pre-tax basis, the amounts not recorded in Accumulated other comprehensive income (loss) due to intra-period settlement but recognized in Revenue and Cost of revenue in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):

For the six months ended June 30, 2026 and 2025, there wereno gains or losses recognized in earnings related to our fair value or cash flow hedges that were excluded from the assessment of hedge effectiveness.

As of June 30, 2026, on a pre-tax basis, $16.9 million and $2.2 million are scheduled to be reclassified from Accumulated other comprehensive income (loss) over the next twelve months as a decrease to Revenue and an increase to Cost of revenue related to designated commodity cash flow hedges that will mature within the next twelve months.

The following tables present the effect and financial statement location of our derivative instruments in cash flow hedging relationships on Accumulated other comprehensive income (loss) and in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):

Derivatives Not Designated as Hedging Instruments

The following table presents the amount and financial statement location in our Condensed Consolidated Statements of Income and Comprehensive Income of realized and unrealized gains (losses) recognized on derivative instruments not designated as hedging instruments (in millions):

Credit-Risk-Related Contingent Features

We enter into derivative contracts which may require us to post collateral periodically. Certain of these derivative contracts contain credit-risk-related contingent clauses which are triggered by credit events, such as a credit downgrade or if certain defined financial ratios fall below an established threshold. The occurrence of these credit events may require us to post additional collateral or immediately settle the derivative instrument.

The following table presents the potential collateral requirements for derivative liabilities with credit-risk-contingent features (in millions):

5. Fair Value Measurements

The carrying amounts of cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value based on their short-term maturities. With the exception of the Convertible Notes (as defined below), as discussed in Note 7. Debt, Interest Income, Expense, and Other Finance Costs, the carrying values of our debt and notes receivable approximate fair value as these instruments bear interest either at variable rates or fixed rates, which are not significantly different from market rates. The fair value measurements for our debt and notes receivable are considered to be Level 2 measurements based on the fair value hierarchy.

Recurring Fair Value Measurements

The following tables present information about our gross assets and liabilities that are measured at fair value on a recurring basis (in millions):

For our derivative contracts, we may enter into master netting, collateral and offset agreements with counterparties. These agreements provide us the ability to offset a counterparty's rights and obligations, request additional collateral when necessary, or liquidate the collateral in the event of counterparty default. We net the fair value of cash collateral paid or received against fair value amounts recognized for net derivative positions executed with the same counterparty under the same master netting or offset agreement.

We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. The following tables summarize those derivative balances subject to the right of offset as presented on our Condensed Consolidated Balance Sheets (in millions):

At June 30, 2026 and December 31, 2025, we did not present any amounts gross on our Condensed Consolidated Balance Sheets where we had the right of offset.

Concentration of Credit Risk

Our individual over-the-counter ("OTC") counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins when appropriate, thereby reducing the risk of significant nonperformance. At June 30, 2026, one of our counterparties with a total exposure of $10.0 million represented over 10% of our credit exposure to OTC derivative counterparties, for which we heldno cash collateral.

Nonrecurring Fair Value Measurements

During the first quarter of 2025, we identified an impairment indicator with respect to the Watson Fuels asset group within our land segment. We determined that the carrying amount was not recoverable and recognized an asset impairment charge of $44.5 million during the three months ended March 31, 2025. The impairment is recorded within Goodwill and other asset impairments on the Condensed Consolidated Statements of Income and Comprehensive Income and reported in our land segment. The fair value of the asset group was determined based on a market approach using the estimated sale proceeds for the Watson Fuels sale. The measurement is categorized as Level 2 within the fair value hierarchy. As discussed in Note 2. Acquisitions and Divestitures, we completed the Watson Fuels sale on April 9, 2025.

During the second quarter of 2025, we identified impairment indicators with respect to the Falmouth asset group within our marine segment as well as intangible assets related to certain trade names within our land segment. We determined that the carrying amount of the Falmouth asset group was not recoverable and recognized an asset impairment charge of $31.6 million. The fair value of the asset group, excluding the related land, was determined to be nominal based on an income approach using a discounted cash flow methodology. As a result the full carrying amount of the long-lived assets, excluding the related land, was impaired. The fair value measurement is categorized as Level 3 within the fair value hierarchy. We also recognized an asset impairment charge of $8.0 million related to certain trade names as a result of steps taken to consolidate branding within our land segment. We determined that the carrying value of the assets was not recoverable and recognized a full impairment of the related intangible assets. The fair value measurement is categorized as Level 3 within the fair value hierarchy. These asset impairment charges are recorded within Goodwill and other asset impairments on the Condensed Consolidated Statements of Income and Comprehensive Income during the three months ended June 30, 2025.

The fair values of nonrecurring assets or liabilities measured using Level 3 inputs were not material as of June 30, 2026.

6. Supplier Financing Programs

Under various supplier finance programs, we agree to pay counterparties engaged as paying agents the stated amount of confirmed invoices from our designated suppliers on the original maturity date of the invoices. Under certain of these arrangements, we may also pay fees for the supplier finance platform and related support.

Outstanding obligations confirmed under our supplier finance programs were $298.8 million and $210.1 million as of June 30, 2026 and December 31, 2025, respectively, and are included in Accounts payable within our Condensed Consolidated Balance Sheets.

7. Debt, Interest Income, Expense, and Other Finance Costs

Long-Term Debt

Our outstanding debt consists of the following (in millions):

(1)The Fourth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) matures in November 2030 and provides for a term loan as well as a revolving credit facility of up to $1.65 billion (the "Credit Facility").

(2)Our 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes") were issued in June 2023 and mature on July 1, 2028, unless earlier converted, redeemed or repurchased. As of June 30, 2026 and December 31, 2025, the net carrying amount of the Convertible Notes includes the aggregate principal amount of $350.0 million, net of unamortized debt issuance costs of $5.4 million and $6.6 million, respectively. As of June 30, 2026 and December 31, 2025, the fair value of the Convertible Notes was estimated to be approximately $438.3 million and $378.3 million, respectively, using the Level 2 observable input of quoted market prices in an inactive market.

Interest Income, Expense, and Other Financing Costs

The following table provides additional information about our Interest expense and other financing costs, net (in millions):

8. Commitments and Contingencies

On November 23, 2023, one of our subsidiaries submitted an erroneous bid in the Finnish power market. During the fourth quarter of 2023, the Company recognized related extraordinary losses totaling $48.8 million, which were primarily included in Cost of revenue in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. In December 2023, the subsidiary received a request for information from Energiavirasto, the Finnish energy regulatory authority ("EA") indicating that EA had initiated an investigation in relation to the events surrounding the erroneous bid submission. On December 11, 2025, EA issued its decision in which it found the subsidiary had breached the prohibition on market manipulation in wholesale energy markets under E.U. law. On April 23, 2026, the EA submitted a recommendation to the Finnish Market Court that it impose a penalty fee in the amount of $10.6 million (EUR 9.3 million). We believe the EA’s penalty payment proposal should be dismissed as unfounded and are defending against the proposal before the Finnish Market Court. The Finnish Market Court will ultimately determine whether any penalty should be assessed and, if so, the amount.

We are also a party to various claims, complaints and proceedings arising in the ordinary course of our business including, but not limited to, environmental claims, commercial and governmental contract claims, such as property damage, demurrage, personal injury, billing and fuel quality claims, as well as bankruptcy preference claims and tax and administrative claims.

From time to time, we are also under review by various domestic and foreign tax authorities regarding indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, South Korea, where the amounts in controversy may be material. During 2016 and 2017, the South Korean branch of one of our subsidiaries received assessments totaling approximately $22.2 million (KRW 34.3 billion) from the regional tax authorities of Seoul, South Korea. The assessments primarily consist of fines and penalties for allegedly failing to issue Value Added Tax ("VAT") invoices and report certain transactions during the period 2011-2014. These assessments do not involve failure to pay or collect VAT. We believe we have substantial defenses to these assessments and expect to continue to pursue available administrative and judicial remedies to resolve this matter.

We have established loss provisions for claims and other matters in which losses are probable and can be reasonably estimated. As of June 30, 2026, our reserves for such claims were not material. For those matters where a reserve has not been established and for which we believe a loss is reasonably possible, we believe that such losses will not have a material adverse effect on our Condensed Consolidated Financial Statements. However, any adverse resolution of one or more such claims, complaints or proceedings during a particular period could have a material adverse effect on our Condensed Consolidated Financial Statements or disclosures for that period.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates.

When we deem it appropriate and the amounts are reasonably estimable, we establish reserves for potential adjustments to our provision for the accrual of indirect taxes that may result from examinations or other actions by tax authorities. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities will result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of any of our federal, state, and foreign indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense. Except with respect to the matters described above, we believe that the final outcome of any pending examinations, agreements, administrative or judicial proceedings will not have a material effect on our results of operations or cash flows.

See Note 11. Income Taxes for information regarding tax returns under examination both in the United States ("U.S.") and foreign jurisdictions, including the examinations currently in progress in Denmark.

9. Shareholders' Equity

Cash Dividends

During the six months ended June 30, 2026, the Company's Board of Directors (the "Board") declared quarterly cash dividends of $0.20 and $0.23 per common share representing first and second quarter dividends of $10.2 million and $11.7 million, which were paid on April 16, 2026 and July 16, 2026, respectively. During the six months ended June 30, 2025, the Board declared quarterly cash dividends of $0.17 and $0.20 per common share representing first and second quarter dividends of $9.6 million and $11.0 million, which were paid on April 16, 2025 and July 16, 2025, respectively.

Accumulated Other Comprehensive Income (Loss)

Our Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments related to our subsidiaries that have a functional currency other than the U.S. dollar and unrealized gains (losses) from derivative instruments designated as cash flow hedges. The after-tax changes in Accumulated other comprehensive income (loss) by component were as follows (in millions):

(1)During the six months ended 2025, cumulative translation losses were reclassified from Accumulated other comprehensive income (loss) into net income. See Note 2. Acquisitions and Divestitures for additional information.

10. Revenue from Contracts with Customers

Disaggregated Revenue

The following table presents our revenues from contracts with customers disaggregated by major geographic areas in which we conduct business (in millions):

(1)Includes revenue from derivatives, leases, and other transactions that we account for under separate guidance.

Accounts Receivable, Contract Assets and Contract Liabilities

The nature of the receivables related to revenue from contracts with customers and other types of contracts (excluded from ASC 606) are substantially similar, as they are both generated from transactions with the same type of counterparties (e.g., sale of fuel and storage that meet the definition of a lease with the same counterparty) and are entered into utilizing the same credit approval and monitoring procedures for all customers. As such, we believe the risk associated with the cash flows from the different types of receivables is not meaningful to separately disaggregate the accounts receivable balance presented on our Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, the contract assets and contract liabilities recognized by the Company were not material.

11. Income Taxes

Our income tax provision and the respective effective income tax rates are as follows (in millions, except for income tax rates):

Our provision for income taxes for the three months ended June 30, 2026 includes a net discrete income tax benefit of $1.0 million, of which a tax benefit of $1.5 million relates to changes in our reserves for uncertain tax positions, partially offset by a net tax expense of $0.4 million related to return-to-provision adjustments and other adjustments to our worldwide tax positions.

Our provision for income taxes for the three months ended June 30, 2025 includes a net discrete income tax benefit of $12.3 million, of which a tax benefit of $17.4 million relates to the Watson Fuels sale and related asset impairment charges, partially offset by a net tax expense of $5.2 million related to return-to-provision adjustments and other changes in our reserves for uncertain tax positions.

Our provision for income taxes for the six months ended June 30, 2026 includes a net discrete income tax benefit of $3.1 million, of which a net tax benefit of $5.0 million relates to changes in our reserves for uncertain tax positions, partially offset by a net tax expense of $1.9 million related to return-to-provision and other adjustments to our worldwide tax positions.

Our provision for income taxes for the six months ended June 30, 2025 includes a net discrete income tax benefit of $11.7 million, of which a tax benefit of $17.4 million relates to the Watson Fuels sale and related asset impairment charges and $3.6 million relates to changes in our reserves for uncertain tax positions and the resolution of various worldwide tax matters, partially offset by a tax expense of $2.6 million related to a valuation allowance recorded against the deferred tax assets of a foreign subsidiary and a net tax expense of $6.8 million related to return-to-provision and other adjustments.

Our income tax provisions for the three and six months ended June 30, 2026 and 2025 were calculated based on the estimated annual effective income tax rates for the 2026 and 2025 years, respectively. The actual effective income tax rate for the 2026 year may be materially different for several reasons including differences between estimated versus actual results and the geographic tax jurisdictions in which the results are earned.

We have various tax returns under examination both in the U.S. and foreign jurisdictions. The most material of these is in Denmark, where one of our subsidiaries has been under audit since 2018. Through June 30, 2026, we have received final tax assessments for the 2013 through 2019 tax years of approximately $120.1 million (DKK 785.7 million), and proposed tax assessments for the 2020 and 2021 tax years of approximately $28.2 million (DKK 184.8 million), excluding interest, which would be material. In July 2026, the tax assessments for the 2020 and 2021 tax years were finalized with no change to the proposed amounts. We believe we have substantial defenses to these assessments and expect to continue to pursue available administrative and judicial remedies to resolve this matter.

An unfavorable resolution of one or more of the above matters could have a material adverse effect on our operating results or cash flows in the quarter or year in which the adjustments are recorded, or the tax is due or paid. As examinations are still in process or have not yet reached the final stages of the appeals process, the timing of the ultimate resolution or payments that may be required cannot be determined at this time.

12. Business Segments

We operate inthree reportable segments consisting of aviation, land and marine. Our operating segments are determined based on the different markets in which we provide products and services, which are defined primarily by the customers (businesses and governmental) and the products and services provided to those customers. We use Income from operations as our primary measure of segment profit. Corporate expenses are allocated to the segments based on usage, where possible, or on other factors according to the nature of the activity.

Information concerning our revenue, significant segment expenses, and income from operations by segment is as follows (in millions):

(1)Includes allocations of compensation costs and general and administrative expenses.

(2)Other segment expenses include professional fees, office expenses and general insurance, technology related expenses, travel and entertainment, and other general and administrative expenses.

(3)Unallocated corporate expenses include corporate compensation costs and general and administrative expenses which are not allocated to the operating segments, as well as certain asset impairment charges related to equity investments at non-core businesses.

Information concerning our capital expenditures and depreciation and amortization by segment is as follows (in millions):

(1)Total depreciation and amortization as presented includes charges classified within Cost of revenue and Operating expenses in our Condensed Consolidated Statements of Income and Comprehensive Income.

Information concerning our Accounts receivable, net of allowance for credit losses and Total assets by reportable segment is as follows (in millions):

13. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods presented (in millions, except per share amounts):

14. Restructuring and Exit Activities

2026 Exit Activities

During the first half of 2026, management continued to execute the plan initiated in 2025 to exit certain operations within the land segment that are no longer profitable or not aligned with the Company's core business and corporate strategy. As a result of the actions taken during the six months ended June 30, 2026, we recognized charges for exit activities totaling $6.1 million, comprised of charges associated with various legal matters and contract termination costs of $10.2 million and severance and compensation costs of $4.1 million, which were partially offset by a net gain on the sale of assets of $8.2 million. In addition, as a result of the actions taken in 2026, we wrote off accounts receivable of $3.0 million.

2025 Exit Activities

During the fourth quarter of 2025, management committed to and initiated actions to execute a plan to exit certain operations within the land segment that were no longer profitable or not aligned with the Company's core business and corporate strategy. As a result, the Company has begun the process of exiting direct fuel transportation services, lubricants, heating oil, power, and certain advisory and sustainability offerings, including the Land Fuel Transportation and Lubricants disposal group as discussed in Note 2. Acquisitions and Divestitures. As a result of the actions taken, we recognized charges for exit activities totaling $57.8 million during the year ended December 31, 2025, comprised of severance and compensation costs of $26.2 million, charges associated with various legal matters and contract termination costs of $21.7 million, write-offs of receivables and other assets of $5.1 million, and a loss on the sale of assets of $4.7 million. In addition, we recognized asset impairment charges of $5.8 million related to assets no longer in use or expected to provide nominal future economic benefit.

2025 Restructuring Plan

During the first quarter of 2025, in alignment with ongoing efforts to rationalize our assets and operations, we began a company-wide restructuring initiative designed to further streamline our operating model and enhance organizational efficiency and effectiveness (the "2025 Restructuring Plan"). As part of this initiative, we undertook cost management actions in response to the current and projected business needs, including the closure of certain open positions and the elimination of other roles to better align the workforce with our current strategic priorities. As a component of the 2025 Restructuring Plan, in June 2025, we launched a program intended to optimize our global finance and accounting operations. During the fourth quarter of 2025, we announced an executive transition as a component of the 2025 Restructuring Plan.

As a result of the actions taken under the 2025 Restructuring Plan, we recognized $45.2 million of restructuring charges associated with the 2025 Restructuring Plan during the year ended December 31, 2025, including $32.7 million of severance and other compensation costs and $12.6 million of other transition related costs. During the six months ended June 30, 2026, we recognized $9.5 million of charges associated with the 2025 Restructuring Plan, consisting primarily of costs associated with the global finance and accounting optimization program as well as additional severance and other compensation costs.

We plan to complete the transition activities associated with the global finance and accounting optimization in the fourth quarter of 2026 and expect to recognize an additional $4.4 million in transition costs and one-time charges associated with the planned initiatives during the year ending December 31, 2026.

Rollforward of Restructuring and Exit Activity Accruals

The following table provides a summary of our accruals for severance and other compensation cost activities as well as other transition costs as part of current and previously completed restructuring plans and other exit activities (in millions):